EX-10.4





 Exhibit 10.4 

TERM LOAN AGREEMENT 
 dated as of

 June 10, 2021 
 among

 KRISPY KREME HOLDINGS, INC. 

as Borrower 
 THE LENDERS PARTY
HERETO 
 and 
 JPMORGAN CHASE
BANK, N.A. 
 as Administrative Agent 

MORGAN STANLEY SENIOR FUNDING, INC. 

and 
 SANTANDER BANK, N.A. 

as Joint Lead Arrangers and Joint Bookrunners 













							
	 	 	Table of Contents	  	 	 
			
	 	 	Article I	  	 	 
			
	 	 	Definitions	  	 	 
	 Section 1.01
	 	 Defined Terms
	  	 	1	 
	 Section 1.02
	 	 Classification of Loans and Borrowings
	  	 	23	 
	 Section 1.03
	 	 Terms Generally
	  	 	23	 
	 Section 1.04
	 	 Accounting Terms; GAAP
	  	 	23	 
	 Section 1.05
	 	 Interest Rates
	  	 	24	 
	 Section 1.06
	 	 Divisions
	  	 	24	 
			
	 	 	Article II	  	 	 
			
	 	 	The Credits	  	 	 
			
	 Section 2.01
	 	 Commitments; Loans
	  	 	24	 
	 Section 2.02
	 	 Loans and Borrowings
	  	 	24	 
	 Section 2.03
	 	 Requests for Borrowings
	  	 	25	 
	 Section 2.04
	 	 Funding of Borrowings
	  	 	26	 
	 Section 2.05
	 	 Interest Elections
	  	 	26	 
	 Section 2.06
	 	 Repayment of Loans; Evidence of Debt
	  	 	28	 
	 Section 2.07
	 	 Prepayment of Loans
	  	 	28	 
	 Section 2.08
	 	 Fees
	  	 	29	 
	 Section 2.09
	 	 Interest
	  	 	29	 
	 Section 2.10
	 	 Alternate Rate of Interest
	  	 	29	 
	 Section 2.11
	 	 Increased Costs
	  	 	31	 
	 Section 2.12
	 	 Break Funding Payments
	  	 	32	 
	 Section 2.13
	 	 Taxes
	  	 	33	 
	 Section 2.14
	 	 Payments Generally; Pro Rata Treatment; Sharing of
Set-offs
	  	 	37	 
	 Section 2.15
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	39	 
	 Section 2.16
	 	 [Reserved]
	  	 	40	 
	 Section 2.17
	 	 Inability to Determine Rates
	  	 	40	 
			
	 	 	Article III	  	 	 
			
	 	 	Representations and Warranties	  	 	 
			
	 Section 3.01
	 	 Organization; Powers
	  	 	40	 
	 Section 3.02
	 	 Authorization; Enforceability
	  	 	41	 
	 Section 3.03
	 	 Governmental Approvals; No Conflicts
	  	 	41	 
	 Section 3.04
	 	 Financial Condition; No Material Adverse Change
	  	 	41	 
	 Section 3.05
	 	 Properties
	  	 	41	 
	 Section 3.06
	 	 Litigation
	  	 	41	 
	 Section 3.07
	 	 Compliance with Laws
	  	 	42	 
	 Section 3.08
	 	 Investment Company Status
	  	 	42	 














							
	 Section 3.09
	 	 Taxes
	  	 	42	 
	 Section 3.10
	 	 ERISA
	  	 	42	 
	 Section 3.11
	 	 Disclosure
	  	 	42	 
	 Section 3.12
	 	 Margin Regulations
	  	 	42	 
	 Section 3.13
	 	 Affected Financial Institutions
	  	 	43	 
	 Section 3.14
	 	 Anti-Corruption Laws and Sanctions
	  	 	43	 
			
	 	 	Article IV	  	 	 
			
	 	 	Conditions	  	 	 
			
	 Section 4.01
	 	 Effective Date
	  	 	43	 
	 Section 4.02
	 	 Funding Date
	  	 	44	 
			
	 	 	Article V	  	 	 
			
	 	 	Affirmative Covenants	  	 	 
			
	 Section 5.01
	 	 Financial Statements; Other Information
	  	 	45	 
	 Section 5.02
	 	 Notices of Material Events
	  	 	46	 
	 Section 5.03
	 	 Existence; Conduct of Business
	  	 	46	 
	 Section 5.04
	 	 Payment of Taxes
	  	 	46	 
	 Section 5.05
	 	 Maintenance of Properties; Insurance
	  	 	46	 
	 Section 5.06
	 	 Books and Records; Inspection Rights
	  	 	46	 
	 Section 5.07
	 	 Compliance with Laws
	  	 	47	 
	 Section 5.08
	 	 Use of Proceeds
	  	 	47	 
	 Section 5.09
	 	 Pledge Agreement
	  	 	47	 
			
	 	 	Article VI	  	 	 
			
	 	 	Negative Covenants	  	 	 
			
	 	 	Article VII	  	 	 
			
	 	 	Events of Default	  	 	 
			
	 	 	Article VIII	  	 	 
			
	 	 	The Administrative Agent	  	 	 
			
	 Section 8.01
	 	 The Administrative Agent
	  	 	53	 
	 Section 8.02
	 	 Administrative Agent’s Reliance, Indemnification
	  	 	57	 
	 Section 8.03
	 	 Certain ERISA Matters
	  	 	58	 
	 Section 8.04
	 	 Recovery of Erroneous Payments
	  	 	59	 
	 Section 8.05
	 	 Administrative Agent May File Proofs of Claim; Credit Bidding
	  	 	59	 


  
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	 	 	Article IX	  	 	 
			
	 	 	Miscellaneous	  	 	 
			
	 Section 9.01
	 	 Notices
	  	 	61	 
	 Section 9.02
	 	 Waivers; Amendments
	  	 	63	 
	 Section 9.03
	 	 Expenses; Indemnity; Damage Waiver
	  	 	64	 
	 Section 9.04
	 	 Successors and Assigns
	  	 	66	 
	 Section 9.05
	 	 Survival
	  	 	70	 
	 Section 9.06
	 	 Counterparts; Integration; Effectiveness
	  	 	70	 
	 Section 9.07
	 	 Severability
	  	 	71	 
	 Section 9.08
	 	 Right of Setoff
	  	 	71	 
	 Section 9.09
	 	 Governing Law; Jurisdiction; Consent to Service of Process
	  	 	71	 
	 Section 9.10
	 	 WAIVER OF JURY TRIAL
	  	 	72	 
	 Section 9.11
	 	 Headings
	  	 	72	 
	 Section 9.12
	 	 Confidentiality
	  	 	72	 
	 Section 9.13
	 	 Interest Rate Limitation
	  	 	74	 
	 Section 9.14
	 	 Patriot Act and Beneficial Ownership Regulation
	  	 	74	 
	 Section 9.15
	 	 Acknowledgement and Consent to Bail-In of Affected
Financial Institutions
	  	 	74	 
	 Section 9.16
	 	 No Advisory or Fiduciary Responsibility
	  	 	75	 
	 Section 9.17
	 	 Pledge Agreement
	  	 	75	 
	 Section 9.18
	 	 [Reserved]
	  	 	76	 
	 Section 9.19
	 	 Acknowledgement Regarding Any Supported QFCs
	  	 	76	 


  
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 SCHEDULES: 
  

			
	Schedule 2.01	  	Commitments
		
	Schedule 6	  	Indebtedness
		
	EXHIBITS:	  	
		
	Exhibit A	  	Form of Assignment and Assumption
		
	Exhibit B-1	  	Form of U.S. Tax Compliance Certificate
		  	(Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
		
	Exhibit B-2	  	Form of U.S. Tax Compliance Certificate
		  	(Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
		
	Exhibit B-3	  	Form of U.S. Tax Compliance Certificate
		  	(Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
		
	Exhibit B-4	  	Form of U.S. Tax Compliance Certificate
		  	(Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
		
	Exhibit C	  	Form of Pledge Agreement


  
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 TERM LOAN AGREEMENT dated as of June 10, 2021 (as amended, restated, increased,
extended, supplemented or otherwise modified from time to time, this “Agreement”), among KRISPY KREME HOLDINGS, INC., as Borrower, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

 ARTICLE I 

DEFINITIONS 

Section 1.01    Defined Terms. As used in this Agreement, the following terms have the meanings specified
below: 
 “ABR”, when used in reference to any dollar Loan or dollar Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to the Alternative Base Rate. 
 “Adjusted Eurodollar
Rate” means, 
 (a)     for any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to
the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period equal in length to such Interest Period (the “LIBO
Rate”) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; 

(b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBO
Rate, at or about 11:00 a.m., London time determined two London Banking Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and 

(c)     if the Adjusted Eurodollar Rate shall be less than 0.00%, such rate shall be deemed 0.00% for purposes of this
Agreement. 
 “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder, and any successor appointed pursuant to Section 8.01(f). 
 “Administrative Agent Fee
Letter” means the fee letter agreement dated June 10, 2021, by and among the Borrower and the Administrative Agent. 

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

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












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

“Agent Parties” has the meaning assigned to such term in Section 9.01(d). 

“Agreement” has the meaning assigned to such term in the preamble. 

“Alternative Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the NYFRB Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day)
plus 1%; provided that, for the avoidance of doubt, the Adjusted Eurodollar Rate for any day shall be based on the rate appearing on the applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time on such day. Any change in the Alternative Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Eurodollar
Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Eurodollar Rate, respectively. If the Alternative Base Rate is being used as an alternate rate of interest pursuant to
Section 2.10 hereof, then the Alternative Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. If the Alternative Base Rate as so determined
would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. 
 “Anti-Corruption Laws”
means all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time that prohibit bribery or corruption. 

“Applicable Percentage” means, with respect to any Lender, the percentage of the Outstanding Amount of the Loans of all
Lenders represented by such Lender’s Outstanding Amount of the Loans. 
 “Applicable Rate” means, for any day, with
respect to any ABR Loan or Eurodollar Loan, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurodollar Spread”, as the case may be: 

 

							
	 	 	 ABR Spread
	  	 Eurodollar Spread
	 	 
	 	 	1.60%	  	2.60%	 	 

 “Approved Fund” has the meaning assigned to such term in
Section 9.04(b)(ii). 
 “Arranger Fee Letter” means the fee letter agreement dated June 10,
2021, by and among the Borrower and the Bookrunners (and their applicable affiliates). 
 “ASC” has the meaning assigned
to such term in Section 1.04. 

  
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 “Assignment and Assumption” means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04(b)), and accepted by the Administrative Agent, in the form of Exhibit A or any other form
approved by the Administrative Agent. 
 “Available Tenor” means, as of any date of determination and with respect to the
then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this
Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of Section 2.10. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 
 “Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the
implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I
of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or
their affiliates (other than through liquidation, administration or other insolvency proceedings). 
 “Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with
the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such
proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof;
provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its
assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

“Benchmark” means, initially, USD LIBOR; 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 Benchmark, then “Benchmark” means the applicable Benchmark Replacement
to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 2.10. 

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

	 	(1)	 the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;



  

	 	(2)	 the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;



  

	 	(3)	 the sum of: (a) 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 (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by
the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time and
(b) the related Benchmark Replacement Adjustment; 


 provided that, in the case of clause (1), 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 (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. 

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

	 	(1)	 for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first
alternative set forth in the order below that can be determined by the Administrative Agent: 



(a)    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; 
 (b)    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 

  
 4 














	 	(2)	 for purposes of clause (3) 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 (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant
Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities; 



provided that, in the case of clause (1) 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” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definition of “Alternative 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 may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement
exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). 

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

 (1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of
(a) the date of the public statement or publication of information referenced therein and (b) 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); 
 (2)    in the case of clause
(3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or 

(3)    in the case of an Early Opt-in Election, the sixth 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 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. 

  
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 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 (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of
such Benchmark (or the published component used in the calculation thereof). 
 “Benchmark Transition Event” means the
occurrence of one or more of the following events with respect to the then-current Benchmark: 
  

	 	(1)	 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); 



 

	 	(2)	 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 NYFRB, 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 


  

	 	(3)	 a public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative. 



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” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date
pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark 

  
 6 













 
for all purposes hereunder and under any Loan Document in accordance with Section 2.10 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 2.10. 

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

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

“Board” means the Board of Governors of the Federal Reserve System of the United States of America (or any successor
thereto). 
 “Bookrunners” means, collectively, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and
Santander Bank, N.A., together with their respective designated affiliates, each in their capacities as lead arrangers and bookrunners. 

“Borrower” means Krispy Kreme Holdings, Inc., a Delaware corporation (including its successors). 

“Borrowing” means an advance of Loans of the same Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect. 
 “Borrowing Request” means a request by the
Borrower for a Borrowing in accordance with Section 2.03. 
 “Business Day” means (a) any
day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed and (b) if such day relates to any interest rate setting as to any Eurodollar Loan, any funding,
disbursement, settlement and/or payments in dollars in respect of such Eurodollar Loan or any other dealing in dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan, any such day that is also a day on which
dealings in dollar deposits are conducted by and between banks in the London interbank market. 
 “Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided, however, that
all obligations of any Person that are or would have been treated as operating leases (including for avoidance of doubt, any network lease or any operating indefeasible right of use) for purposes of GAAP prior to the issuance by the Financial
Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this
Agreement (whether or not such operating lease obligations were in effect on such 

  
 7 













 
date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in the
financial statements to be delivered pursuant to Section 5.01. 
 “Change in Control” means
(a) the Permitted Holders cease to beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), in the aggregate, directly or indirectly, a
majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower, unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to, directly
or indirectly, elect or designate for election 50% or more of the Board of Directors; (b) the Borrower ceases to own directly or indirectly 100% of the Equity Interests of Krispy Kreme (provided that, such ownership threshold shall be
reduced to 90% of the Equity Interests of Krispy Kreme to the extent such reduction is the result of any issuance of common stock pursuant to any employee stock ownership plan or similar incentive plan); (c) CPI ceases to own directly 100% of the
Equity Interests of Krispy Kreme; or (d) a Change in Control or similar event occurs under the Krispy Kreme Credit Agreement (or the definitive documentation in respect of any refinancing or replacement of the foregoing). For the avoidance of
doubt, the Transactions shall not constitute a Change in Control. 
 “Change in Law” means the occurrence after the date
of this Agreement or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement, (a) the adoption of any law, rule, regulation or treaty by any Governmental Authority, (b) any change in any law,
rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender (or, for purposes of Section 2.11(b), by any lending office of such Lender or by
such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding
anything herein to the contrary (x) all requests, rules, guidelines or directives issued under, or in connection with, the Dodd-Frank Wall Street Reform and Consumer Protection Act and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to
be a “Change in Law”, regardless of the date enacted, adopted or issued. 
 “Charges” has the meaning assigned
to such term in Section 9.13. 
 “Code” means the Internal Revenue Code of 1986, as amended from
time to time. 
 “Commitment” means, as to each Lender, its obligation to make Loans to the Borrower on the Effective Date
pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the dollar amount set forth opposite such Lender’s name on Schedule 2.01 under the caption
“Commitment”. The aggregate amount of the Commitments as of the Effective Date is $500,000,000. 

“Communications” has the meaning provided to such term in Section 9.01(b). 

“Consolidated” means, with respect to any Person, the consolidation of accounts of such Person and its subsidiaries in
accordance with GAAP. 

  
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 “Control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative
thereto. 
 “Corresponding Tenor” with respect to any Available Tenor means, 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” means any of the following: 

(i)    a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
252.82(b); 
 (ii)    a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or 
 (iii)    a “covered FSI” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 382.2(b). 
 “CPI” means Cotton Parent, Inc., a Delaware corporation owned by the
Borrower. 
 “Credit Party” means the Administrative Agent or any other Lender. 

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being
established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided that if the
Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. 

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Default Right” has the meaning assigned to that term in,
and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “Disclosing
Party” has the meaning assigned to such term in Section 9.12(a). 
 “dollars” or
“$” refers to lawful money of the United States of America. 
 “Early
Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of: 

(1)    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 dollar-denominated syndicated credit facilities at such time contain (as a result 

  
 9 













 
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 
 (2)    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. 

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

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

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

“Effective Date” means the earliest date as of which the conditions precedent to effectiveness set forth in
Section 4.01 shall have been satisfied (or waived in accordance with Section 9.02). 

“Electronic Copy” has the meaning set forth in Section 9.06. 

“Electronic Record” has the meaning set forth in Section 9.06. 

“Electronic Signatures” has the meaning set forth in Section 9.06. 

“Electronic System” has the meaning provided to such term in Section 9.01(b). 

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or
binding agreements issued, promulgated or entered into by any Governmental Authority, relating to the protection of the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous
Material or, as such relate to exposure to Hazardous Materials, to health and safety matters. 
 “Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

  
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 “Equity Interests” means, with respect to any Person, all of the shares,
interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in, including any limited or general partnership interest and any limited liability company membership
interest) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities). 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations
promulgated and rulings issued thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated)
that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414(b), (c), (m), (n) or (o) of the Code 
 “ERISA Event” means (a) any “reportable
event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure to
satisfy statutory minimum funding standards with respect to any Plan; (c) the filing pursuant to Section 412(c) of the Code of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by
the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice
relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer
Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA. 
 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to
time. 
 “Eurodollar”, when used in reference to the Loans or any Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted Eurodollar Rate. 
 “Event of
Default” has the meaning assigned to such term in Article VII. 
 “Exchange Act” means
the United States Securities Exchange Act of 1934, as amended. 
 “Excluded Equity Issuances” means issuances of Equity
Interests (1) pursuant to any employee equity compensation plan or agreement or other employee equity compensation arrangement, any employee benefit plan or agreement or other employee benefit arrangement or any
non-employee director equity compensation plan or agreement or other non-employee director equity compensation arrangement or pursuant to the exercise or vesting of any
employee or 

  
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director stock options, restricted stock units, warrants or other equity awards, (2) to or by any Subsidiary of the Borrower to the Borrower or any other wholly owned Subsidiary of the
Borrower, (3) of directors’ qualifying shares and/or other nominal amounts required to be held by Persons other than the Borrower or its Subsidiaries under applicable law and (4) any Permitted Capital Contribution. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case
of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment or otherwise under a Loan Document pursuant to a law in effect on the date on
which (i) such Lender acquires such interest in the Loan or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.15(b)) or (ii) such Lender
changes its lending office, except in each case to the extent that, pursuant to Section 2.13(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a
party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.13(e) and (d) any U.S. federal withholding Taxes
imposed under FATCA. 
 “Facility Termination” means such time as the principal and interest with respect to all Loans and
all other monetary payment Obligations which are then due and payable (other than contingent indemnification obligations and other Obligations expressly stated to survive such payment and termination) have been paid (or otherwise satisfied) in full
and all Commitments have terminated or expired. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of
this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to
Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

 “Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal
funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate. If
the Federal Funds Effective Rate shall be less than zero, it shall be deemed zero for purposes hereof. 
 “Fee Letters”
means (i) the Administrative Agent Fee Letter and (ii) the Arranger Fee Letter. 

  
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 “Financial Officer” means, with respect to any Person, its chief financial
officer, principal accounting officer, treasurer or controller. 
 “Floor” means 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. 

“Foreign Lender” means any Lender that is not a U.S. Person. 

“Fundamental Change” means (a) the merger or consolidation of the Borrower or any Restricted Subsidiary into any other
Person, or any other Person into the Borrower or any Restricted Subsidiary, (b) the disposition of (directly or indirectly through a Subsidiary), in one transaction or in a series of transactions, all or substantially all of the assets of the
Borrower and its Subsidiaries, or (c) the liquidation or dissolution of the Borrower and/or any Restricted Subsidiary. 

“Funding Date” means the first date falling during the period commencing on the Effective Date and ending on (but including)
the Funding Deadline on which the Loans are made following the Borrower’s request for a Borrowing to be made under this Agreement. 

“Funding Deadline” means June 30, 2021. 

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time. 

“Governmental Authority” means any supranational body, the government of the United States of America, any other nation or
any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government. 
 “Guarantee” of or by any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other payment obligation of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other payment obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other payment obligation of the payment
thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other payment obligation or (d) as an
account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or payment obligation; provided, that the term “Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business, or customary and reasonable indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition of assets. 

  
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 “Hazardous Materials” means all explosive or radioactive substances or
wastes, petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances, materials or wastes of any nature regulated as hazardous or toxic, or
a pollutant or contaminant, pursuant to any Environmental Law. 
 “Indebtedness” of any Person means, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) intercompany expenses and charges among such Person and its
subsidiaries, (ii) accounts payable incurred in the ordinary course of business and (iii) any earn-out obligation until such earn-out obligation becomes a
liability on the balance sheet of such Person in accordance with GAAP and if not paid after becoming due and payable), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease
Obligations of such Person, (h) all obligations of such Person as an account party in respect of letters of credit and letters of guaranty (but only to the extent drawn and not reimbursed) and (i) all obligations, contingent or otherwise,
of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness of any Person
for purposes of clause (e) above shall be deemed to be the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.
Notwithstanding the foregoing, any Indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash (in an amount sufficient to satisfy all such obligations relating to such Indebtedness at maturity or
redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the benefit of the holders of such Indebtedness, and subject to the other applicable terms of the instrument governing such
Indebtedness, shall, to the extent so defeased, not constitute or be deemed “Indebtedness”. 
 “Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a),
Other Taxes. 
 “Indemnitee” has the meaning assigned to such term in Section 9.03(b). 

“Information” has the meaning assigned to such term in Section 9.12(a). 

“Initial Investors” means the JAB Affiliates and any co-investor in KK G.P., a
Delaware general partnership, on the Effective Date. 

  
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 “Interest Election Request” means a request by the Borrower to convert or
continue a Borrowing in accordance with Section 2.05. 
 “Interest Payment Date” means
(a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest
Period. 
 “Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months or, with the consent of each Lender, twelve months thereafter (in each case, to the extent available), as the Borrower may elect;
provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 

“ISDA Definitions” means 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. 
 “JAB Affiliate” means (a) any JAB Entity and (b) any Person that (i) is organized by a JAB
Entity or an Affiliate of a JAB Entity and (ii) directly or indirectly, is Controlled by the JAB Entities, but excluding any operating portfolio companies of the foregoing. 

“JAB Entity” means each of JAB Holding Company S.à r.l and JAB Consumer Fund SCA SICAR. 

“Krispy Kreme” has the meaning assigned to such term in the definition of “Krispy Kreme Credit Agreement”. 

“Krispy Kreme Credit Agreement” means that certain Credit Agreement, dated as of June 13, 2019, by and among Cotton
Parent Inc., a Delaware corporation, Krispy Kreme Doughnuts, Inc., a North Carolina corporation (“Krispy Kreme”), the lenders party thereto from time to time, and Citibank, N.A., as administrative agent and as collateral agent. 

“Lender Party” has the meaning assigned to such term in Section 9.03(d). 

  
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 “Lenders” means the Persons listed on
Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 

“Lien” means any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge, security interest or similar
preferential arrangement of any kind in the nature of security including any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing). 

“Loan Communication” has the meaning set forth in Section 9.06. 

“Loan Documents” means, collectively, this Agreement, the Pledge Agreement, each Promissory Note, the Arranger Fee Letter
and, to the extent expressly designated as a “Loan Document” by the Borrower and the Administrative Agent, each certificate, agreement or document executed by the Borrower and delivered to the Administrative Agent or any Lender in
connection with or pursuant to any of the foregoing. 
 “Loans” means loans made pursuant to
Section 2.01. 
 “Material Adverse Change” means any material adverse change in the business,
business operations, property or financial condition of the Borrower and its Subsidiaries taken as a whole. 
 “Material Adverse
Effect” means a material adverse effect on (a) the business, business operations, property or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its payment
obligations under this Agreement or (c) the rights and remedies of the Lenders under this Agreement. 
 “Material
Subsidiary” means, at any time, any Restricted Subsidiary and any other Subsidiary that is not an “Immaterial Subsidiary” (as such term is defined in the Krispy Kreme Credit Agreement) at such time. 

“Maturity Date” means the earlier of (i) the date that is twelve months after the Effective Date and (ii) the
fourth Business Day after the consummation of any Specified IPO; provided, however, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 

“Maximum Rate” has the meaning assigned to such term in Section 9.13. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any
ERISA Affiliate has any obligation to make contributions. 
 “Net Proceeds” means, with respect to any event, (a) the
cash proceeds received in respect of such event, net of (b) the sum of (i) all fees and out-of-pocket expenses (including underwriting discounts, investment
banking fees, commissions, collection expenses and other customary transaction costs) paid or reasonably estimated to be payable by the Borrower or any Subsidiary in connection with such event, (ii) the amount of all Taxes paid (or reasonably
estimated 

  
 16 













 
to be payable) by the Borrower or any Subsidiary in connection with such event, and (iii) the amount of any reserves established by the Borrower or any Subsidiary to fund contingent
liabilities reasonably estimated to be payable, in each case, that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Borrower). 

“NYFRB” means the Federal Reserve Bank of New York. 

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

“Obligations” means the Loans and all other amounts owing by the Borrower to the Administrative Agent, any Lender, any
Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, loan, guarantee, indemnification or otherwise), present or future, arising under this Agreement or any other Loan Document,
whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guarantee or other instrument or for
the payment of money, including all fees, interest, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Borrower under this Agreement or any other Loan Document. 

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.15(b)). 

“Outstanding Amount” means with respect to Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date. 
 “Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set
forth on 

  
 17 













 
its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to
publish such composite rate). 
 “Parent Company” means, with respect to any Person, any other Person of which such Person
is a direct or indirect Subsidiary. 
 “Participant” has the meaning set forth in
Section 9.04(c)(i). 
 “Participant Register” has the meaning set forth in
Section 9.04(c)(ii). 
 “Patriot Act” means the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.)
as amended from time to time. 
 “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions. 
 “Permitted Capital Contribution” means any issuance of Equity
Interests by the Borrower to its direct Parent Company or any Permitted Holder, in each case, to the extent that such issuance is not in connection with an equity financing transaction that does, or is intended to, materially change the equity
capital structure of the Borrower and its subsidiaries. 
 “Permitted Holders” means (a) the Initial Investors and
(b) any Person with which one or more of the Initial Investors form a “group” (within the meaning of Section 13(d) of the Exchange Act), so long as in the case of this clause (b), the Initial Investors own more than 50% of
the relevant voting stock owned by such group. 
 “Permitted Merger” means a merger or consolidation of any other Person
with the Borrower (a) in a transaction in which the Borrower is the surviving corporation or (b) in a transaction in which the surviving Person (i) is a corporation organized and validly existing under the laws of the United States of
America or any State thereof or the District of Columbia, (ii) expressly assumes all of the Borrower’s obligations under this Agreement and any other Loan Document (including, if effective, the Pledge Agreement), (iii) provides such
information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulation, as is reasonably requested in writing by
the Administrative Agent and such other approvals, opinions or documents consistent with the requirements in Section 4.01 as the Administrative Agent may reasonably request and (iv) provides the documents with
respect to such Person of the types referred to in clauses (c), (d) and (e) of Section 4.01, all in form and substance reasonably satisfactory to, and to the extent reasonably requested by, the Administrative
Agent. 
 “Person” means any natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit
plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate
is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

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

“Pledge Agreement” means that certain Pledge Agreement, to be executed by the Borrower in favor of the Administrative Agent,
for the benefit of the Lenders, in accordance with Section 5.09 in substantially in the form of Exhibit C hereto (or such other form as the Administrative Agent shall reasonably agree). 

“Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its
prime rate in effect at such time; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 

“Promissory Note” has the meaning assigned to such term in Section 2.06(e). 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be
amended from time to time. 
 “QFC” has the meaning assigned to the term “qualified financial contract” in, and
shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 
 “Recipient” means the Administrative Agent and any
Lender. 
 “Reference Time” with respect to any setting of the then-current Benchmark means (1) 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 (2) if such Benchmark is not USD LIBOR, the time determined by the Administrative Agent in its reasonable discretion. 

“Register” has the meaning set forth in Section 9.04(b)(iv). 

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective partners,
directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 
 “Relevant Governmental
Body” means the Board or the NYFRB, or a committee officially endorsed or convened by the Board or the NYFRB, or any successor thereto. 

“Required Lenders” means, at any time, Lenders having more than 50% in total of the aggregate amount of Loans outstanding
held by Lenders, or, if no Loans are then outstanding, Lenders having more than 50% of the aggregate Commitments. 
 “Rescindable
Amount” has the meaning as defined in Section 2.14(d). 
 “Resignation Effective Date”
has the meaning set forth in Section 8.01(f). 

  
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 “Resolution Authority” means an EEA Resolution Authority or, with respect
to any UK Financial Institution, a UK Resolution Authority. 
 “Responsible Officer” means, with respect to any Person,
its president, Financial Officer or other executive officer. 
 “Restricted Payment” means any dividend or other
distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any Restricted Subsidiary. 

“Restricted Subsidiary” means each Subsidiary of the Borrower, except Krispy Kreme and its Subsidiaries. 

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at
the time of this Agreement, the region of Crimea, Cuba, Iran, North Korea, and Syria). 
 “Sanctioned Person” means, at
any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security
Council, the European Union or Her Majesty’s Treasury of the United Kingdom, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person owned 50% or more or controlled by any such Person or Persons
described in the foregoing clauses (a) or (b). 
 “Sanctions” means any international economic or financial sanctions
or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or
(b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom. 

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

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

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

“SOFR Administrator’s Website” means the website of the NYFRB, 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. 

  
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 “Specified IPO” means the earlier to occur of (a) the issuance and
sale or listing by the Borrower or any Parent Company or Subsidiary thereof of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act of 1933 (as amended) or any analogous filing under the securities laws of any jurisdiction other than the
U.S. (whether alone or in connection with a secondary public offering), (b) the acquisition, purchase, merger or combination of the Borrower or any Parent Company or any Subsidiary thereof, by or with, a publicly traded special acquisition company
or targeted acquisition company or any entity similar to the foregoing or any subsidiary thereof that results in the Equity Interests of the Borrower or any Parent Company thereof (or its successor by merger or combination) being (i) exchanged
for Equity Interests of such publicly traded special acquisition company or targeted acquisition company or any entity similar to the foregoing or any subsidiary thereof or (ii) otherwise listed for trading on, or such Parent Company being
wholly-owned by another entity whose Equity Interests are listed for trading on, a bona fide nationally-recognized or internationally-recognized securities exchange or (c) any other issuance or sale of the Equity Interests (including securities
convertible or exchangeable into or exercisable for Equity Interests, other equity-linked securities or hybrid debt-equity securities) of the Borrower, any Parent Company thereof or any Subsidiary thereof (other than any Subsidiary of Krispy Kreme),
other than, in each case, Excluded Equity Issuances. 
 “Specified Refinancing” means the transactions relating to the
payment of a dividend to certain of the Borrowers’ shareholders, which may be used for, among other purposes, (a) the redemption of certain common stock issued by the Borrower (or a Parent Company thereof) and outstanding as of the
Effective Date and (b) the repayment of certain shareholder loans owing by the Borrower (or a Parent Company thereof). 

“Specified Shares” means the Equity Interests issued by CPI. 

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited
liability company, partnership, association or other business entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than
50% of the general partnership interests are, as of such date, owned, controlled or held. 
 “Subsidiary” means any direct
or indirect subsidiary of the Borrower. 
 “Swap Agreement” means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement, including any obligations or liabilities under any such master; provided that no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement. 

  
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 “Taxes” means any and all present or future taxes, levies, imposts,
duties, assessments, fees or similar charges imposed (including by deduction or withholding, including backup withholding) by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term SOFR” means, 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. 
 “Transactions” means the
execution and delivery of the Loan Documents, the incurrence of the Loans on the Funding Date, the Specified Refinancing and the payment of fees and expenses related to any of the foregoing. 

“Type”, when used in reference to the Loans or any Borrowing, refers to whether the rate of interest on such Loan, or on the
Loans comprising such Borrowing, is determined by reference to the Adjusted Eurodollar Rate or the Alternative Base Rate. 
 “U.S.
Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code. 
 “U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 2.13(e)(ii)(B)(3). 

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes
certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 
 “UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. 

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement
Adjustment. 
 “USD LIBOR” means the London interbank offered rate for dollars. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan under Section 4201 of ERISA. 
 “Withholding Agent” means the Borrower and the Administrative
Agent. 

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

Section 1.02    Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be
classified and referred to by Type (e.g., a “Eurodollar Loan” or “Eurodollar Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”). 

Section 1.03    Terms Generally. The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to
be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference
to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and
words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles
and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to
time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights. 
 Section 1.04    Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting 

  
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Standards Codification (“ASC”) 825-10-25 (or any other Accounting Standards Codification or
Financial Borrower Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of
convertible debt instruments under ASC 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or
bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. 

Section 1.05    Interest Rates. The Administrative Agent does not warrant, nor accept responsibility,
nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Adjusted Eurodollar Rate” or with respect to any rate that is an
alternative or replacement for or successor to any of such rate or the effect of any of the foregoing. Without prejudice to any other provision of this Agreement, each party to this Agreement acknowledges and agrees for the benefit of each of the
other parties to this Agreement: (a) the LIBO Rate (i) may be subject to methodological or other changes which could affect its value, and/or (ii) may be permanently discontinued; and (b) the occurrence of any of the
aforementioned events and/or any change to the LIBO Rate pursuant to Section 2.10 may have adverse consequences which may materially impact the economics of the financing transactions contemplated under this Agreement. 

Section 1.06    Divisions(a) . For all purposes under the Loan Documents, in connection with any division or
plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) 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; (ii) and 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 shares at such time. 
 ARTICLE II 

THE CREDITS 

Section 2.01    Commitments; Loans. Subject to the terms and conditions set forth herein, each Lender agrees
to make Loans denominated in dollars to the Borrower in a single drawing on the Funding Date in an aggregate principal amount equal to such Lender’s Commitment. Any undrawn Commitments shall automatically be terminated on the Funding Date. Any
amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Each Lender’s Commitment shall terminate immediately and without further action on the earlier of (x) the Funding
Date, immediately after giving effect to the funding of such Lender’s Commitment on the Funding Date, and (y) 12:01 a.m., New York City time, on the first day after the Funding Deadline. 

Section 2.02    Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of
Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make the Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. 

  
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 (b)    Subject to Section 2.10 and
Section 2.05(e), each Borrowing shall be ABR Loans or Eurodollar Loans, as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement (it being understood that any such
Affiliate that makes a Loan shall be entitled to the benefits of Sections 2.11, 2.12 and 2.13 to the same extent as if it were a Lender and had acquired its interest in such Loan from such Lender by assignment
pursuant to Section 9.04(b)); provided, further, that, as a result of the exercise of such option, such Lender, or such foreign branch or Affiliate of such Lender shall not be entitled to receive any greater payment
under Section 2.11 or 2.13 than such Lender is entitled to prior to exercising such option; and provided further that each such foreign branch or Affiliate agrees to comply with the requirements of
Section 2.13 and be subject to the provisions of Section 2.15 as though it were a Lender. 

(c)    At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000.
Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 10 Eurodollar Borrowings. 

(d)    Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect
to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 

Section 2.03    Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative
Agent of such request by telephone or, subject to Section 9.01(b), facsimile or electronic mail (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the
date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing (or such later time as may be agreed by the Administrative Agent).
Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or, subject to Section 9.01(b), facsimile or electronic mail to the Administrative Agent of a written Borrowing
Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 

(i)    the aggregate amount of the requested Borrowing; 

(ii)    the date of such Borrowing, which shall be a Business Day; 

(iii)    whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 

  
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 (iv)    in the case of a Eurodollar Borrowing, the
initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and 

(v)    the location and number of the Borrower’s account to which funds are to be disbursed. 

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

Section 2.04    Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder
on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., New York City time to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative
Agent will make such Loans available to the Borrower by promptly crediting the aggregate amounts so received from the Lenders, in immediately available funds, to an account of the Borrower pursuant to instructions of the Borrower on file with the
Administrative Agent or otherwise designated by the Borrower in the Borrowing Request. 
 (b)    Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.04 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater
of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. 

Section 2.05    Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case
each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 

  
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 (b)    To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone, subject to Section 9.01(b), facsimile or electronic mail by the time that a Borrowing Request would be required under Section 2.03 if
the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery
or, subject to Section 9.01(b), facsimile or electronic mail to the Administrative Agent with a written Interest Election Request in a form approved by the Administrative Agent, such approval not to be unreasonably withheld
or delayed, and signed by the Borrower. 
 (c)    Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.03: 
 (i)    the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 

(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be
a Business Day; 
 (iii)    whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and 
 (iv)    if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to
be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period then the Borrower shall be deemed to have
selected an Interest Period of one month’s duration. 
 (d)    Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 

(e)    If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall have an Interest Period of one month’s duration. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 

  
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 Section 2.06    Repayment of Loans; Evidence of Debt.
(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent, for the account of each Lender, the then unpaid principal amount of the Loans owing to such Lender on the applicable Maturity Date. 

(b)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(c)    The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made
hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 

(d)    The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be
prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 

(e)    Any Lender may request that Loans made by it be evidenced by a promissory note (a “Promissory
Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to such Lender and its registered assigns and in a form approved by the Administrative Agent. 

Section 2.07    Prepayment of Loans. 

(a)    Voluntary Prepayments. The Borrower shall have the right at any time and from time to time to prepay the
Loans in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. 

(b)    Notice. The Borrower shall notify the Administrative Agent by telephone, facsimile or electronic mail (and,
in the case of telephonic notice, promptly confirmed by hand delivery, facsimile or electronic mail) of any voluntary prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time,
three Business Days before the date of prepayment (or such shorter notice as may be satisfactory to the Administrative Agent) or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, on the date of
prepayment (or such shorter notice as may be satisfactory to the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid;
provided that, a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the occurrence of an event, in which case such notice may be revoked by the 

  
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Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. All prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.09. 

(c)    Mandatory Prepayments. In the event that any Net Proceeds are received by or on behalf of the Borrower, any
Parent Company or any Subsidiary in respect of any Specified IPO, the Borrower shall, within four Business Days after such Net Proceeds are received, prepay or cause to be prepaid the Loans in an aggregate amount equal to 100% of the amount of such
Net Proceeds. 
 Section 2.08    Fees. The Borrower agrees to pay to the applicable recipients the fees, at
the times and in the amounts set forth in the Fee Letters. All fees payable under the Fee Letters shall be paid in accordance with the terms thereof. 

Section 2.09    Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the
Alternative Base Rate plus the Applicable Rate. 
 (b)    The Loans comprising each Eurodollar Borrowing shall
bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. 

(c)    Notwithstanding the foregoing, if any principal of or interest on the Loans or any fee or other amount payable by
the Borrower hereunder is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per
annum equal to (i) in the case of overdue principal or interest of the Loans, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.09 or (ii) in the
case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.09. 

(d)    Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan;
provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of the Loans, accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion. 
 (e)    All interest hereunder shall be computed on the basis of a year of 360
days, except that interest computed by reference to the Alternative Base Rate at times when the Alternative Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case
shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternative Base Rate, Adjusted Eurodollar Rate and LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error. 

  
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 Section 2.10    Alternate Rate of Interest. 

(a)    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 (1) or (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 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 (3) 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 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)    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)    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 2.10 including any determination with respect to a tenor, rate or adjustment or
of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.10. 

(d)    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 LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information
service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of
information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent 

  
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may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer,
subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or
after such time to reinstate such previously removed tenor. 
 (e)    Upon the Borrower’s receipt of notice of the
commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans 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 a Borrowing of or conversion to ABR Loans. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. 

Section 2.11    Increased Costs. (a) If any Change in Law shall: 

(i)    subject the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes
and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; 

(ii)    impose, modify or deem applicable any reserve, special deposit or similar requirement (including
any compulsory loan requirement) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurodollar Rate); or 

(iii)    impose on any Lender or the London interbank market any other condition, cost or expense (other
than with respect to Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; 
 and the result of any of the foregoing shall be to increase
the cost to such Lender of making, continuing, converting or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of
principal, interest or otherwise), then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 

(b)    If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the
effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such
Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with 

  
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respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s
holding company for any such reduction suffered. 
 (c)    A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.11, including in reasonable detail a description of the basis for such
claim for compensation and an explanation of how such amount or amounts were determined (it being agreed that no Lender shall be required to disclose any of its proprietary or confidential information), shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof. 

(d)    Failure or delay on the part of any Lender to demand compensation pursuant to this
Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor;
provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the
period of retroactive effect thereof. Any claim made by a Lender under this Section 2.11 shall be generally consistent with such Lender’s treatment of other customers of such Lender that such Lender considers, in its
reasonable discretion, to (i) be similarly situated to the Borrower and (ii) have generally similar provisions in their credit agreements with such Lender. 

(e)    If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based upon the Adjusted Eurodollar Rate or the LIBO Rate, then, on notice thereof by
such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all
applicable Eurodollar Loans of such Lender to ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or promptly, if such Lender may not lawfully
continue to maintain such Eurodollar Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion
under Section 2.12. 
 Section 2.12    Break Funding Payments. In the event of
(a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto 

  
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(regardless of whether such notice may be revoked under Section 2.07(b) and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.15(b), then, in any such event, the Borrower shall compensate each Lender (other than, in the
case of a claim for compensation based on the failure to borrow as specified in clause (c) above, any Lender whose failure to make a Loan required to be made by it hereunder has resulted in such failure to borrow) for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurodollar Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period
(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest
rate which such Lender would bid were it to bid, at the commencement of such period, for dollars of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such
Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten days after receipt
thereof. 
 Section 2.13    Taxes. (a) Any and all payments by or on account of any obligation of the
Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the
deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant
Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such
deductions and withholdings applicable to additional sums payable under this Section 2.13(a)) the Administrative Agent or Lender (as applicable) receives an amount equal to the sum it would have received had no such
deduction or withholding for Indemnified Tax been made. 
 (b)    Without duplication of any Tax paid under
Section 2.13(a), the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

 (c)    (i) The Borrower shall indemnify the Administrative Agent and each Lender, within 30 days after written
demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.13(c)) payable or paid by the Administrative Agent or
such Lender (as the case may be) or required to be withheld or deducted from a payment to the Administrative Agent or such Lender (as the case may be), and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (which demand shall be made within 180 days of the earlier of 

  
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(x) if the Administrative Agent or such Lender received written notice from a Governmental Authority demanding payment of such Indemnified Taxes, the date the Administrative Agent or such Lender
received such written notice or (y) the date the Administrative Agent or such Lender filed a tax return on which such Indemnified Taxes are reflected). A certificate as to the amount of such payment or liability delivered to the Borrower by a
Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 

(ii)    If the Borrower determines in good faith that a reasonable basis exists for contesting an
Indemnified Tax with respect to which it has made an indemnification payment under this subsection (c), the Administrative Agent or the relevant Lender shall cooperate with the Borrower in challenging such Tax at the Borrower’s expense if
requested by the Borrower in writing; provided, however, that neither the Administrative Agent nor any Lender shall be required to take any action pursuant to this Section 2.13(c)(ii) that, in the sole
discretion of the Administrative Agent or such Lender, would cause the Administrative Agent or such Lender to suffer any material economic, legal or regulatory disadvantage and such disadvantage is communicated to the Borrower in writing;
provided, further, that nothing contained in this Section 2.13(c)(ii) shall interfere with the right of the Administrative Agent or any Lender to arrange its tax affairs in whatever manner it thinks fit
nor oblige the Administrative Agent or any Lender to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof to the Borrower or require the Administrative Agent or any Lender to
do anything that would materially prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled. 

(d)    As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this
Section 2.13, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e)    (i) Any Lender (which,
solely for purposes of this Section 2.13(e), shall include the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver
to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent
as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.13(e)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice
the legal or commercial position of such Lender. 

  
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 (ii)    Without limiting the foregoing, 

(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or
prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two (2) duly completed and executed originals of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax; 

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower
and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the
following is applicable: 
 (1)    in the case of a Foreign Lender claiming the benefits of an income
tax treaty to which the United States is a party, two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form
W-8BEN-E (or, in each case, any successor form) claiming eligibility for benefits of such treaty; 

(2)    two (2) duly completed and executed originals of IRS Form
W-8ECI (or successor form); 
 (3)    in the case of a Foreign
Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect
that such Foreign Lender is not (I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (II) a “10 percent shareholder” of the Borrower within the meaning of section 871(h)(3)(B) of the Code, or
(III) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two (2) duly completed and executed originals of IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or 

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

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

(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and
the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement. 
 Each Lender agrees that if any form or certification it
previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(f)    If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has
received a refund of any Taxes (including any Tax credit in lieu of a refund) as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this
Section 2.13, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.13 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (as applicable) and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower
by the Administrative Agent or such Lender (as applicable) pursuant to this subsection (f) (plus any penalties, interest or other charges imposed by the relevant Governmental 

  
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Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the Administrative
Agent or Lender, as applicable, in a less favorable net after-Tax position than such party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax
returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person. 

(g)    Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for
(i) any Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Taxes and without limiting any obligation of the Borrower to do so) and (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.04(c)(ii) relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative Agent in
connection with any Loan Document, and any reasonable and documented expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection (g). 

(h)    Each party’s obligations under this Section 2.13 shall survive the resignation or
replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under the Loan Documents. 

(i)    For purposes of this Section 2.13, the term “applicable law” includes FATCA.

 Section 2.14    Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or of amounts payable under Section 2.11,
2.12 or 2.13, or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices
at 900 West Trade St., 6th Floor, NC1-026-06-04 Charlotte, NC 28255, except
that payments pursuant to Sections 2.11, 2.12, 2.13 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall 

  
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be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under the Loan
Documents shall be made in dollars. 
 (b)    If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such
parties. 
 (c)    If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by
the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than
to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of the Borrower in the amount of such participation. 
 (d)    Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder
as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in
fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment;
then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the Administrative 

  
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Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the
Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (d) shall be conclusive, absent manifest error. 

(e)    If any Lender shall fail to make any payment required to be made by it pursuant
Section 2.04(b), 2.14(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof) (i) apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent
shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clause (i) and (ii) above, in any order as determined by the
Administrative Agent in its discretion. 
 Section 2.15    Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.13, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 2.11 or 2.13, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b)    If (i) any Lender requests compensation under Section 2.11, (ii) the Borrower is
required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 or (iii) in connection with any proposed amendment,
modification, waiver or termination requiring the consent of all the Lenders or all affected Lenders, the consent of the Required Lenders is obtained but the consent of any Lender whose consent is required is not obtained, then the Borrower may, at
its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.04 or pursuant to procedures agreed upon by the Administrative Agent and the Borrower), all its interests, rights (other than its rights to payments pursuant to Section 2.11,
Section 2.12, Section 2.13 or Section 9.03 arising prior to the effectiveness of such assignment) and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another Lender, if such other Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent
with respect to any assignee that is not already a Lender hereunder which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any
such assignment resulting from a claim for compensation 

  
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under Section 2.11 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to
apply. 
 Section 2.16    [Reserved] 

Section 2.17    Inability to Determine Rates. If in connection with any request for a Eurodollar Loan or a
conversion to or continuation thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such
Eurodollar Loan, or (B) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan or in connection with an existing or proposed ABR Loan, or
(ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders
of funding such Eurodollar Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended, (to the extent of the
affected Eurodollar Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Alternative Base Rate, the utilization of the Eurodollar Rate
component in determining the Alternative Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this
Section 2.17, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified therein. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

To induce the Lenders and the Administrative Agent to enter into this Agreement, the Borrower makes each of the representations and warranties
set forth below as of the Effective Date: 
 Section 3.01    Organization; Powers. (a) The Borrower is
duly organized and validly existing and in good standing, in each case under the laws of the jurisdiction of its organization or formation. 

(b)    The Borrower has all requisite power and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, is qualified to do business in, and is in good standing (where relevant) in, every jurisdiction where such qualification is
required. 

  
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 Section 3.02    Authorization; Enforceability. The Borrower
has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents and has taken all necessary corporate or other organizational action to authorize the execution, delivery
and performance of the Loan Documents. Each of this Agreement and the other Loan Documents has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law. 
 Section 3.03    Governmental Approvals; No Conflicts. The execution and delivery of each Loan
Document by the Borrower and performance thereof: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force
and effect (except for those that may be required from time to time in the ordinary course of business that may be required to comply with certain covenants contained in the Loan Documents), (b) will not violate the charter or by-laws of the Borrower, (c) will not violate any applicable law (including ERISA and Environmental Laws) or regulation or any order of any Governmental Authority to which the Borrower is subject, and
(d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or its assets or give rise to a right thereunder to require any payment to be made by the Borrower, except in the case of
clauses (a), (c) and (d) above for any such violations or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 

Section 3.04    Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore
furnished to the Lenders the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for Krispy Kreme as of and for the fiscal year ended December 31, 2020. To the knowledge of the Borrower,
such financial statements present fairly, in all material respects the consolidated financial position, results of operations and cash flows of Krispy Kreme as of such date and for such period in accordance with GAAP. 

(b)    As of the Effective Date, since December 31, 2020, there has been no Material Adverse Change. 

Section 3.05    Properties. The Borrower has good title to, or valid leasehold interests in, all its real and
personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or where the failure to
have such title or interest would not reasonably be expected to have a Material Adverse Effect. 

Section 3.06    Litigation. There are no actions, suits or proceedings or investigations by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of any Responsible Officer of the Borrower, threatened against or affecting the Borrower as to which there is a reasonable expectation of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

  
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 Section 3.07    Compliance with Laws. The Borrower is in
compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

 Section 3.08    Investment Company Status. The Borrower is not an “investment company” as such
term is defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. 

Section 3.09    Taxes. The Borrower has timely filed or caused to be filed all Tax returns and reports
required to have been filed by it and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes not yet delinquent, not yet in default or that are being contested in good faith by appropriate proceedings and for
which the Borrower has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. 

Section 3.10    ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans (based
on the assumptions used for purposes of Statement of Accounting Standards Codification 715-30-35-1A) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans, in each case by an amount that, if required to be paid by the Borrower, would reasonably be expected to have a
Material Adverse Effect. 
 Section 3.11    Disclosure. None of the reports, financial statements or
certificates or other written information (other than information of a global economic or industry nature) furnished by or on behalf of the Borrower or its Affiliates to the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or otherwise delivered hereunder (as modified or supplemented by other written information so furnished prior to the relevant measurement date for this representation and warranty), taken as a whole, contained as of the date such
reports, financial statements, certificates or other written information were so furnished, any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not materially misleading; provided that, with respect to projected financial information and other forward-looking statements, the Borrower represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time; it being recognized by the Lenders that such projections and other forward-looking statements are as to future events and are not to be viewed as facts and that actual results during the period or
periods covered by any such projections or other forward-looking statements may differ significantly from the projected results and such differences may be material. 

Section 3.12    Margin Regulations. No part of the proceeds of the Loans have been used or will be used by
the Borrower or any of its Subsidiaries, whether directly or indirectly, for any purpose that entails a violation of Regulation U or X of the Board. 

  
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 Section 3.13    Affected Financial Institutions. The
Borrower is not an Affected Financial Institution. 
 Section 3.14    Anti-Corruption Laws and Sanctions.
The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable
Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the knowledge of the Borrower their employees, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of
(a) the Borrower, any Subsidiary or to the knowledge of the Borrower any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any
capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. None of the proceeds of this Agreement will be used by the Borrower directly or to the Borrower’s knowledge indirectly, for the purpose
of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a
corporation incorporated in the United States or in a European Union member state, will violate any Anti-Corruption Law or applicable Sanctions or will violate the Patriot Act or any other applicable terrorism or money laundering laws, rules,
regulations or orders. 
 ARTICLE IV 

CONDITIONS 

Section 4.01    Effective Date. This Agreement shall not become effective until the time and date on which
each of the following conditions precedent is satisfied (or waived in accordance with Section 9.02): 

(a)    The Administrative Agent shall have received a counterpart of this Agreement, duly executed by each party hereto;

 (b)    The Administrative Agent shall have received an executed counterpart of the Pledge Agreement, duly executed
by each party thereto, to be held in escrow to be released in accordance with Section 5.09; 

(c)    The Administrative Agent shall have received, for the Borrower, a certificate of good standing (or the equivalent)
from the appropriate governing agency of the Borrower’s jurisdiction of organization; 
 (d)    The Administrative
Agent shall have received a certificate, dated the Effective Date, of the Secretary or an Assistant Secretary of the Borrower (or, if the Borrower does not have a secretary or assistant secretary, any other Person duly authorized to execute such a
certificate on behalf of the Borrower) certifying as to (i) specimen signatures of the persons authorized to execute Loan Documents to which the Borrower is a party, (ii) copies of the Borrower’s constituent organizational documents,
and (iii) the resolutions of the board of directors or other appropriate governing body of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which it is a party; 

  
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 (e)    The Administrative Agent shall have received a customary
favorable written legal opinion dated the Effective Date (addressed to the Administrative Agent and the Lenders) of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Borrower; 

(f)    The Administrative Agent shall have received at least three Business Days prior to the Effective Date all
documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial
Ownership Regulation, in each case, to the extent reasonably requested at least ten Business Days prior to the Effective Date; 

(g)    The representations and warranties in this Agreement shall be true and correct, in all material respects (and in
all respects if already qualified by materiality), except to the extent any such representations or warranties are limited to a specific date, in which case, such representations and warranties are accurate in all material respects as of such
specific date (and in all respects if already qualified by materiality); 
 (h)    There shall not exist any Default or
Event of Default; 
 (i)    The Administrative Agent shall have received a certificate, dated the Effective Date and
signed by a Responsible Officer of the Borrower, confirming compliance as of the Effective Date with the conditions contained in paragraphs (g) and (h) of this Section 4.01; and 

(j)    The Administrative Agent shall have received all costs, fees, expenses (including, without limitation, legal fees
and expenses) to the extent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Fee Letters payable to the Bookrunners, the Administrative Agent, the Lenders or any other Persons shall have been paid on
or prior to the Effective Date, in each case, to the extent required by the Fee Letters or the Loan Documents to be paid on or prior to the Effective Date. 

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

 Section 4.02    Funding Date. The obligations of the Lenders to make Loans on the Funding Date shall be
subject to the satisfaction (or waiver in accordance with Section 9.02) of each of the following conditions: 

(a)    The Effective Date shall have occurred; 

(b)    At the time of and upon giving effect to the Borrowing of the Loans on the Funding Date, the representations and
warranties in this Agreement shall be true and correct, in all material respects (and in all respects if already qualified by materiality), except to the extent any such representations or warranties are limited to a specific date, in which case,
such representations and warranties are accurate in all material respects as of such specific date (and in all respects if already qualified by materiality); 

  
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 (c)    At the time of and upon giving effect to the Borrowing of the
Loans on the Funding Date, there shall not exist any Default or Event of Default; and 
 (d)    The Administrative
Agent shall have received a duly executed Borrowing Request in compliance with Section 2.03 hereof or, in each case, such other notice or request reasonably satisfactory to the Administrative Agent, which Borrowing Request
or other notice or request shall provide for a Funding Date no later than the Funding Deadline. 
 For the purposes of determining whether
the conditions precedent specified in Sections 4.01 and 4.02 have been satisfied, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required
thereunder to be consent to, approved by, acceptable to or satisfactory to the Lenders, unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date or the Funding Date, as applicable, specifying its
objection thereto. 
 ARTICLE V 

AFFIRMATIVE COVENANTS 

Until the Facility Termination, the Borrower covenants and agrees with the Lenders that: 

Section 5.01    Financial Statements; Other Information. The Borrower will furnish to the Administrative
Agent (for distribution to each Lender): 
 (a)    on or prior to the date such financial statements are delivered
under the Krispy Kreme Credit Agreement to the administrative agent thereunder, the annual and quarterly financial statements required to be delivered under Sections 5.01(a) and 5.01(b) of the Krispy Kreme Credit Agreement; 

(b)    promptly after the same become available, any audited annual financial statements and unaudited quarterly
financial statements prepared in preparation for, or in connection with, a Specified IPO; 
 (c)    promptly following
the distribution thereof, copies of all periodic and other reports, proxy statements and other materials distributed by the Borrower to its shareholders generally; 

(d)    concurrently with the delivery of financial statements pursuant to clause (a), a certificate of a Financial
Officer of the Borrower certifying whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; and 

(e)    promptly following any request therefor, such other information regarding the operations, business affairs and
financial condition of the Borrower, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that such financial information is otherwise prepared by the Borrower in the
ordinary course of business, is of a type customarily provided to lenders in similar credit facilities and is not subject to attorney-client or similar privilege. 

  
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 Information required to be delivered pursuant to this Section 5.01 shall be deemed
to have been delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information shall have been posted by the Administrative Agent on IntraLinks or similar site to which the Lenders
have been granted access. 
 Section 5.02    Notices of Material Events. The Borrower will furnish to the
Administrative Agent (for distribution to each Lender) prompt written notice of the following: 
 (a)    A Responsible
Officer of the Borrower obtaining knowledge of the existence of any Default; and 
 (b)    A Responsible Officer of the
Borrower obtaining knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary that, if adversely determined, would reasonably be
expected to have a Material Adverse Effect. 
 Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other
Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

Section 5.03    Existence; Conduct of Business. The Borrower will do or cause to be done all things necessary
to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Borrower except to the extent that failure to do
so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit the Specified IPO or any Permitted Merger. 

Section 5.04    Payment of Taxes. The Borrower will pay its Tax liabilities, that, if not paid, would
reasonably be expected to have a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and (b) the
Borrower has set aside on its books adequate reserves with respect thereto. 

Section 5.05    Maintenance of Properties; Insurance. The Borrower will (a) keep and maintain all
property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted and casualty and condemnation excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance
(which may include self-insurance and co-insurance) in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar
locations, except in the case of clauses (a) and (b), to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect or as otherwise not prohibited by this Agreement. 

Section 5.06    Books and Records; Inspection Rights. The Borrower will keep proper books of
record and account in which full, true and correct (in all material respects) entries are made of all dealings and transactions in relation to its business and activities, to the extent necessary to permit financial statements to be prepared in
conformity with GAAP. The Borrower will permit any representatives designated by the Administrative Agent or any Lender, upon 

  
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reasonable prior notice coordinated through the Administrative Agent, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers, all at such reasonable times during normal business hours; provided that, unless an Event of Default shall have occurred and be continuing, only one visit shall be permitted during any calendar year.
Notwithstanding anything to the contrary in this Section 5.06, the Borrower will not be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information
or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the
Administrative Agent or any Lender (or their respective representatives) is prohibited by Law or any binding agreement not entered into in contemplation of avoiding such inspection and disclosure rights, (iii) is subject to attorney-client or
similar privilege or constitutes attorney work product, or (iv) in respect of which the Borrower or any Subsidiary owes confidentiality obligations to any third party not entered into in contemplation of avoiding such inspection and disclosure
rights. 
 Section 5.07    Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries
to, comply with all laws (including ERISA and Environmental Laws), rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers
and employees with Anti-Corruption Laws and applicable Sanctions in all material respects. 

Section 5.08    Use of Proceeds. The proceeds of the Loans will be used (i) for the Specified
Refinancing and (ii) to pay fees and expenses related to the Transactions. The Borrower will not request any Borrowing, and the Borrower shall not use and shall cause its Subsidiaries not to use, the proceeds of any Borrowing in any manner that
would result in the representations and warranties set forth in Section 3.12 becoming untrue. The Borrower will not directly or to the Borrower’s knowledge, indirectly, (i) use the proceeds of the Loans or
(ii) lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, in any other manner that would result in a violation of applicable Sanctions by any Person party hereto (including any
Person participating in the Loans, whether as underwriter, investor, or otherwise), or for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country, to
the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or will violate any Anti-Corruption Law. 

Section 5.09    Pledge Agreement. 

(a)    In the event the Borrower changes its legal name (including by way of Permitted Merger) prior to the Pledge Time
(as defined below) (i) the Borrower shall promptly deliver to the Administrative Agent (x) evidence of such name change, duly certified by the Secretary State of the State of Delaware (or other appropriate government entity), (y) an
executed counterpart of the Pledge Agreement (in lieu of its signature page delivered pursuant to Section 4.01(b)), to be held in escrow and released only in accordance with this Section 5.09 and
(z) revised 

  
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schedules to the Pledge Agreement reflecting such name change, (ii) the form of Exhibit C hereto shall be deemed to be amended, concurrently with the delivery of
the items in clause (a)(i) above, without the consent of or any action by any Person, to (A) replace the Borrower’s name as “Pledgor” with the Borrower’s changed name most recently communicated to the Administrative Agent in
writing by the Borrower and (B) replace the existing schedules to the Pledge Agreement with the revised schedules most recently delivered by the Borrower in accordance with clause (a)(i)(z) above and (iii) the Administrative Agent shall be
entitled to, and the Borrower and the Lenders hereby direct the Administrative Agent to, without the consent of or any action by any other Person, document the amendments described in clause (a)(ii). 

(b)    On the earlier to occur of (i) the occurrence of an Event of Default and (ii) to the extent the Facility
Termination has not occurred on or prior to such date, 12:01 a.m. on the date that is one day after the date that is nine months after the Effective Date, the Administrative Agent shall be authorized to, without the consent of any action by any
other Person: (A) date the Pledge Agreement as of the current date and (B) attach thereto the signature pages delivered pursuant to Section 4.01(b) (or in the case of the Borrower, the replacement signature page
most recently delivered pursuant to Section 5.09(a)(i) or otherwise), which signature pages shall be automatically released from escrow without any further action from any party and at which time, the Pledge Agreement, with
such other ministerial changes as the Borrower and the Administrative Agent may agree (which ministerial changes may be effected without the consent of any other Lender), shall become effective (such time, the “Pledge Time”);
provided, however, that the Pledge Agreement shall not become effective prior to the Pledge Time. 
 (c)    On
and after the Pledge Time, (i) the Administrative Agent shall be authorized to file any UCC-1 financing statements and take any other action to record, document, perfect or protect the priority of, or
otherwise in respect of, the security interest granted pursuant to the Pledge Agreement in accordance with the terms thereof and (ii) the Borrower shall promptly deliver the share certificates (if any) evidencing the Specified Shares (together
with the stock powers thereto executed in blank) to the Administrative Agent and take all such other actions required under the Pledge Agreement. 

(d)    Upon the Administrative Agent’s request, the Borrower will cause a customary favorable written legal opinion
(addressed to the Administrative Agent and the Lenders) of counsel for the Borrower with respect to the Pledge Agreement to be delivered to the Administrative Agent as soon as practicable after the Pledge Time. 

ARTICLE VI 
 NEGATIVE
COVENANTS 
 From the Effective Date until the Facility Termination, the Borrower covenants and agrees with the Lenders that it shall not, and it
shall not permit any of its Restricted Subsidiaries to, own any material operating assets or engage in any active trade or business, including, but not limited to, (1) creating, incurring, assuming or permitting to exist any Indebtedness or,
solely in the case of any Restricted Subsidiary, issuing any preferred stock, (2) making, directly or indirectly, any Restricted Payment, (3) consummating any Fundamental Changes, (4) selling, transferring, licensing, leasing or
otherwise disposing of any property, (5) making any acquisitions or investments (including loans, advances or capital contributions to, guarantees or assumption of Indebtedness of, and the purchase or other acquisition of any other debt or
equity participation or interest in any other Person); provided that, the following activities shall in all cases be permitted: 

(a)    owning, directly or indirectly, the Equity Interests of its Subsidiaries, including the Specified Shares; 

  
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 (b)    the maintenance of its legal existence (including the ability to
incur fees, costs and expenses relating to such maintenance); 
 (c)    its entry into, and the performance of its
obligations with respect to this Agreement and the other Loan Documents (including the incurrence of Indebtedness under this Agreement and the grant of a security interest over the Specified Shares and other collateral pursuant to the terms of the
Pledge Agreement); 
 (d)    (i) the making of contributions to the capital of its Subsidiaries, to the extent such
contributions are made solely with proceeds the Borrower has received from its Parent Company or a Permitted Holder pursuant to a Permitted Capital Contribution or with cash held on the Effective Date, (ii) the issuance of its own Equity
Interests pursuant to a Permitted Capital Contribution and (iii) the holding of cash and any other property received by it and maintaining deposit accounts in connection with the ordinary conduct of its business; 

(e)    holding director and equityholder meetings, preparing organizational records and other organizational activities
required to maintain its separate organizational structure or to comply with applicable law; 
 (f)    participating in
tax, accounting and other administrative matters as a member of a consolidated, combined or unitary group that includes Holdings and the Borrower; 

(g)    providing indemnification to officers and directors; 

(h)    making investments in assets that are cash and cash equivalents or in connection with notional cash pooling
arrangements; 
 (i)    incurrence and repayment of Indebtedness: 

(i)    (1) among the Borrower and its Subsidiaries that is either (x) to the extent outstanding on
the date hereof, listed on Schedule 6 or (y) subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent, (2) to the extent listed on Schedule 6, among
the Borrower and its Affiliates which are not Subsidiaries and (3) with respect to CPI, under the Krispy Kreme Credit Agreement; 

(ii)    in an aggregate principal amount not to exceed $60,000,000 at any time outstanding; 

(iii)    constituting cash management obligations and Indebtedness incurred by the Borrower in respect of
notional cash pooling arrangements, netting services, overdraft protections, commercial credit cards, stored value cards, purchasing 

  
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cards and treasury management services, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network
services, dealer incentive, supplier finance or similar programs, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management and similar arrangements, in each case entered into in
the ordinary course of business in connection with cash management, including among the Borrower and its Subsidiaries, and deposit accounts; and 

(iv)    arising in connection with Swap Agreements entered into to hedge or mitigate interest rates,
foreign exchange rates or commodities pricing risks to which the Borrower has actual or potential exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), in each case incurred not for speculative
purposes; 
 (j)    declaring and paying dividends with respect to its Equity Interests payable solely in additional
shares of its Equity Interests; 
 (k)    making Restricted Payments to any Parent Company the proceeds of which shall
be used by any Parent Company to (i) pay Taxes (including franchise Taxes), which aggregate amount in the case of this clause (i) shall not exceed the amount of Taxes that would be due if the Borrower had computed such Taxes as if the
Borrower filed a consolidated, combined, unitary or similar type return with Borrower as the consolidated parent, without regard to any tax items attributable to any Parent Company; provided clause (i) shall only apply in the event that
the Borrower files a consolidated, combined, unitary or similar type tax return with any Parent Company, (ii) pay other fees and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence, in each
case of clauses (i) and (ii), to the extent such Taxes, fees or expenses are attributable to the ownership or operations of the Borrower and its Subsidiaries, and (iii) pay customary salary, bonus, severance and other benefits payable to,
and indemnities provided on behalf of, directors, officers, employees, members of management and consultants of such Persons, as well as the employer’s share of any employment-related Taxes arising in connection therewith; provided that
in the case of clause (iii), such amount shall be solely for the account of such items that relate to Parent Company’s ownership and management of the Borrower and its Subsidiaries; 

(l)    making (and making Restricted Payments to allow a Parent Company to pay) cash payments in lieu of fractional
shares in connection with (i) any dividend, split or combination of its Equity Interests or (ii) the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower or any of its
Subsidiaries; 
 (m)    making other Restricted Payments in an aggregate amount not to exceed $100,000,000; 

(n)    any Restricted Subsidiary may make Restricted Payments to the Borrower or any other Restricted Subsidiary;
provided that each Restricted Payment made pursuant to this clause by a non-wholly owned Restricted Subsidiary shall be made ratably to each owner of Equity Interests of such Restricted Subsidiary
according to their relative ownership interests of the relevant class of Equity Interests or as otherwise required by the applicable organizational documents; 

  
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 (o)    (i) a Permitted Merger and (ii) (x) any merger or
consolidation of any Restricted Subsidiary into the Borrower or any other Restricted Subsidiary, or any other Person (other than the Borrower) with and into any Restricted Subsidiary, so long as the surviving Person is (or will concurrently become)
a Restricted Subsidiary, (y) the disposition of (directly or indirectly through a Subsidiary), in one transaction or in a series of transactions, all or substantially all of the assets of a Restricted Subsidiary to the Borrower or a Person that
is (or will concurrently become) a Restricted Subsidiary, or (c) the liquidation, reorganization or dissolution of a Restricted Subsidiary so long as any payments or assets distributed as a result of such liquidation, reorganization or
dissolution are distributed to the Borrower or a Person that is (or will concurrently become) Restricted Subsidiary; 

(p)    the consummation of the Transactions and performance of its obligations related thereto; 

(q)    a Specified IPO, so long as the proceeds are applied in accordance with Section 2.07(c),
and the performing of activities in preparation for and consummating such Specified IPO; 
 (r)    any activities,
assets and liabilities otherwise expressly permitted under this Agreement or any other Loan Document; 
 (s)    the
performance of obligations under and compliance with its charter and by-laws, or any requirement of applicable law; and 

(t)    any activities incidental to any of the foregoing. 

Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, the Lenders hereby irrevocably and unconditionally consent to
the Transactions and no provision of this Agreement or any other Loan Document shall prevent or restrict the consummation of the Transactions. 

ARTICLE VII 
 EVENTS
OF DEFAULT 
 If any of the following events (“Events of Default”) shall occur: 

(a)    the Borrower shall fail to pay any principal of the Loans when and as the same shall become due and payable,
whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 
 (b)    the Borrower shall
fail to pay any interest on the Loans or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall
continue unremedied for a period of five Business Days; 

  
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 (c)    any representation or warranty made or deemed made by or on
behalf of the Borrower in or in connection with this Agreement or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver
hereunder, shall prove to have been incorrect in any material respect when made or deemed made; 
 (d)    the Borrower
shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02(a), 5.03(a), 5.08, 5.09 or in Article VI; 

(e)    the Borrower shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document
(other than those specified in clause (a), (b) or (d) of this Article and those set forth in Section 2 of the Arranger Fee Letter), and such failure shall continue unremedied for a period of 30 days after the Administrative Agent
gives notice thereof to the Borrower (which notice will be given at the request of any Lender); 
 (f)    (i) any
payment (whether of principal or interest and regardless of amount) in respect of the Krispy Kreme Credit Agreement is not paid when and as the same shall become due and payable, and such failure shall continue after any applicable grace period or
(ii) any other default occurs under the Krispy Kreme Credit Agreement that results in the Indebtedness thereunder becoming due prior to its scheduled maturity; 

(g)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking
(i) liquidation, reorganization or other relief in respect of the Borrower or any of its Material Subsidiaries or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or such Material Subsidiary or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for 60 consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; 

(h)    the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or such
Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing; 
 (i)    the Borrower or any Material
Subsidiary shall become unable, admit in writing its inability or, with respect to the Borrower and its Restricted Subsidiaries only, fail generally to pay its debts as they become due; 

  
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 (j)    one or more judgments for the payment of money in an aggregate
amount in excess of $50,000,000 (to the extent not covered by independent third-party insurance or indemnity (other than standard deductibles) as to which the insurer or indemnnitor has been notified of such judgment and has not denied coverage
thereof) shall be entered against the Borrower and the same shall remain unpaid or undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Borrower to enforce any such judgment; 
 (k)    an ERISA Event shall have
occurred that results in liability of the Borrower in an aggregate amount which would reasonably be expected to have a Material Adverse Effect; 

(l)    a Change in Control shall occur; or 

(m)    the Pledge Agreement (once effective) shall cease to be valid and enforceable against the Borrower or the Borrower
shall so assert in writing or shall otherwise for any reason cease to create a valid and perfected Lien, except (A) as otherwise permitted by, or as a result of a transaction not prohibited by, the Loan Documents, (B) resulting from the
failure of the Administrative Agent or the Collateral Agent or any of their agents or bailees to maintain possession or control of Collateral or (C) resulting from the making of a filing, or the failure to make a filing, by the Administrative
Agent under the Uniform Commercial Code; 
 then, during the continuance of any Event of Default, the Administrative Agent may, and at the request of the
Required Lenders shall, by notice to the Borrower, (i) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) declare the Commitments of each Lender to be terminated, whereupon such Commitments shall be terminated and (iii) exercise on
behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents and/or under applicable law; and in case of any Event of Default with respect to the Borrower described in clause (g) or
(h) of this Article, any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. 

ARTICLE VIII 
 THE
ADMINISTRATIVE AGENT 
 Section 8.01    The Administrative Agent. (a) Each of the Lenders
hereby irrevocably appoints the Administrative Agent and its successors and assigns as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by
the terms hereof and of the other Loan Documents, 

  
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together with such actions and powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to
perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Document. 

(b)    The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. 
 (c)    None of the
Administrative Agent or the Bookrunners shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (i) none of the Administrative Agent or the
Bookrunners shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (ii) none of the Administrative Agent or the Bookrunners shall have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby and in the other Loan Documents that the such Person is required to exercise in writing as directed by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) and, unless and until revoked in writing, such written directions shall be binding upon
each Lender; provided, however, that no such Person shall be required to take any action that (x) it in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification satisfactory to it from the
Lenders with respect to such action or (y) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy,
insolvency or reorganization or relief of debtors or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief
of debtors; provided, further, that the Administrative Agent and the Bookrunners, as applicable, may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting
until such clarification or direction has been provided, and (iii) none of the Administrative Agent or the Bookrunners shall have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender, any
credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Affiliates, that is communicated to, obtained or in the possession of, the
Administrative Agent, the Bookrunners or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein. None of the Administrative
Agent or the Bookrunners shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.02) or in the absence of its own gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). The Administrative Agent shall be deemed not to have knowledge of any
Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (A)


  
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any statement, warranty or representation made in or in connection with this Agreement, (B) the contents of any certificate, report or other document delivered hereunder or in connection
herewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (D) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (E) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 

(d)    The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or
by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

(e)    The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any
one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the term loan facility provided for herein as well as activities as Administrative Agent. The Administrative
Agent shall not be responsible for the gross negligence or willful misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that
the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. 

(f)    The Administrative Agent may at any time resign by notifying the Lenders and the Borrower. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower (unless an Event of Default under clauses (a), (b), (g) or (h) of Article VII has occurred and is
continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation
(the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New
York, or an Affiliate of any such bank. Upon the earlier of (x) the occurrence of the Resignation Effective Date and (y) the acceptance of its appointment as Administrative Agent hereunder by a successor, the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and, in the case of clause (y), such successor shall succeed to and become vested with all the rights, powers, privileges and duties 

  
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of the retiring Administrative Agent. It is understood and agreed that whether or not a successor has been appointed, any such resignation by the Administrative Agent shall become effective in
accordance with any such notice delivered in accordance with this Section 8.01(f) on the Resignation Effective Date. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative
Agent. 
 (g)    Each Lender expressly acknowledges that none of the Administrative Agent nor any Bookrunner has made
any representation or warranty to it, and that no act by the Administrative Agent or any Bookrunner hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower of any Affiliate thereof, shall
be deemed to constitute any representation or warranty by the Administrative Agent or such Bookrunner to any Lender as to any matter, including whether the Administrative Agent or such Bookrunner has disclosed material information in their (or their
Related Parties’) possession. Each Lender represents to the Administrative Agent and each Bookrunner that it has, independently and without reliance upon the Administrative Agent, any Bookrunner, any other Lender or any of their Related Parties
and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the
Borrower and its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also
acknowledges that it will, independently and without reliance upon the Administrative Agent, any Bookrunner, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make
such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Each Lender represents and warrants that (i) the Loan Documents
set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding
commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in
contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such
Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or
providing such other facilities. 
 (h)    Nothing in this Agreement or any Loan Document shall require the
Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. 

  
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 (i)    Anything herein to the contrary notwithstanding, none of the
Administrative Agent or the Bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in their capacity, as applicable, as Administrative Agent or a
Lender hereunder. 
 (j)    In case of the pendency of any proceeding with respect to the Borrower under any federal or
state bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of the Loans or other Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: 

(i)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent allowed in such judicial proceeding;
and 
 (ii)    to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such
proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders to pay to the Administrative Agent
any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 

Section 8.02    Administrative Agent’s Reliance, Indemnification. Neither the
Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by it under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the
absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction by a final and nonappealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the
Borrower to perform its obligations hereunder or thereunder. 

  
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 Section 8.03    Certain ERISA Matters. (a) Each Lender
(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, each Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: 

(i)    such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations)
of one or more Benefit Plans in connection with the Loans or the Commitments, 
 (ii)    the transaction
exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE
95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance
company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for
certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments
and this Agreement, 
 (iii)    (A) such Lender is an investment fund managed by a “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or 

(iv)    such other representation, warranty and covenant as may be agreed in writing between the
Administrative Agent, in its sole discretion, and such Lender. 
 (b)    In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower, that none of the Administrative Agent, the Bookrunners or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by
the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto). 

  
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 (c)    The Administrative Agent and each Bookrunner hereby informs the
Lenders that each such Person is not undertaking to provide investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions
contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments, this Agreement or any other Loan Document, (ii) may recognize a gain if it extended the
Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan
Documents or otherwise, including structuring fees, arrangement fees, commitment fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, fronting fees,
deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

Section 8.04    Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement,
if at any time the Administrative Agent makes a payment hereunder in error to any Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each
Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender in immediately available funds in the currency so received, with interest thereon, for
each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation. Each Lender irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly
paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender promptly upon determining that any payment made to such Lender
comprised, in whole or in part, a Rescindable Amount. 
 Section 8.05    Administrative Agent May File Proofs
of Claim; Credit Bidding. In case of the pendency of any proceeding under any bankruptcy, insolvency or any other similar judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or
otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent under Section 2.11, Section 2.12, Section 2.13 or Section 9.03)
allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by each Lender to 

  
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make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 9.03. Nothing contained herein shall
be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to
authorize the Administrative Agent to vote in respect of the claim of any Lender or in any such proceeding. Each Lender hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion
of the Obligations (including accepting some or all of the Collateral (as defined in the Pledge Agreement) in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either
directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the
Bankruptcy Code of the United States, or any similar laws in any other jurisdictions to which the Borrower is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the
direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations shall be entitled to be, and shall be, credit bid on a
ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the
liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate
such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or
vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the
Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iii) the Administrative
Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt
instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Lender or acquisition vehicle to take any further action, and (iv) to the extent that Obligations
that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit
bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been
assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Lender or any acquisition vehicle to take any further action. 

  
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 ARTICLE IX 

MISCELLANEOUS 

Section 9.01    Notices. (a) Except in the case of notices and other communications expressly permitted
to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or
sent by facsimile or, to the extent provided in paragraph (b) below, facsimile or electronic mail, as follows: 
 if to the Borrower,
to it at: 
 Krispy Kreme Holdings, Inc. 

2116 Hawkins Street Suite 101 

Charlotte, NC 28203 

Attention: Josh Charlesworth 

Email: jcharlesworth@krispykreme.com 

and 
 Krispy
Kreme Holdings, Inc. 
 2116 Hawkins Street Suite 101 

Charlotte, NC 28203 

Attention: James Krikorian 

Email: Treasury@krispykreme.com 

with a copy to: 

Skadden, Arps, Slate, Meagher & Flom LLP 

One Manhattan West 

New York, NY 10001 

Attention: Steven Messina 

Facsimile No.: 917-777-3509 

Email: steven.messina@skadden.com 

if to the Administrative Agent, to it at: 

JPMorgan Chase Bank, N.A. 

10 South Dearborn, Floor L2 

Suite IL1-0480 

Chicago, IL, 60603-2300 

  
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 if to any other Lender, to it at: 

its address (or facsimile number or electronic mail address) set forth in its Administrative Questionnaire. 

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent
by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices
delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). 

(b)    Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic
communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the
applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by facsimile or electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications. The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications available to the other Lenders by posting the
Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by
or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through an
Electronic System. Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim
liability for errors or omissions in the Communications. “Electronic System” means any electronic system, including email, e-fax,
Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned,
operated or hosted by the Administrative Agent and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an email address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement), and (ii) notices or
communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its email address as described in the foregoing clause (i), of notification that such notice or
communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 

  
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 (c)    Any party hereto may change its address or facsimile number for
notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of
receipt. 
 (d)    NONE OF THE ADMINISTRATIVE AGENT, THE BOOKRUNNERS, THE LENDERS, OR ANY RELATED PARTY OF ANY OF THE
FOREGOING PERSONS OR ANY OF THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE “AGENT PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY
INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH SUCH
PARTY EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS OR THEREBY, EXCEPT TO THE EXTENT ARISING FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
PARTY, OR THE MATERIAL BREACH BY SUCH PARTY OF SECTION 9.12, IN EACH CASE IN THE USE OF SUCH SYSTEMS, AS DETERMINED BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM
VIRUSES OR CODE DEFECTS IS MADE BY THE AGENT PARTIES IN CONNECTION WITH SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. 

Section 9.02    Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or
any Lender may have had notice or knowledge of such Default at the time. 
 (b)    Subject to
Section 2.10 and Section 9.02(c) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Borrower and the Required Lenders (and acknowledged by the Administrative Agent, such 

  
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acknowledgment not to be unreasonably withheld, conditioned or delayed) or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of the Loans or reduce the rate of interest thereon (other than interest accruing pursuant to
Section 2.09(c) or a waiver thereof), or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of the
Loans, or any interest thereon (other than interest accruing pursuant to Section 2.09(c) or a waiver thereof), or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.14(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (vi) release all or substantially all of the collateral subject to the Pledge
Agreement (other than in accordance with the terms hereof and thereof) without the written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative
Agent hereunder without the prior written consent of the Administrative Agent. 
 (c)    Notwithstanding anything in
this Agreement (including, without limitation, Section 9.02(b)) or any other Loan Document to the contrary, (i) supplements or joinders to the Pledge Agreement executed by the Borrower or its Affiliates in connection
with this Agreement, and any terminations or releases thereof pursuant to this Agreement or the Pledge Agreement, may be in a form reasonably determined by the Administrative Agent and may be, together with any other Loan Document, entered into,
amended, supplemented or waived (without the consent of any other Person) by the Borrower and/or its applicable Affiliate and the Administrative Agent in its sole discretion, (ii) neither the Arranger Fee Letter nor any provision thereof may be
waived, amended or modified except pursuant to the terms thereof and (iii) this Agreement and the other Loan Documents may be amended as set forth in Section 2.10. 

(d)    Notwithstanding the foregoing, the Administrative Agent, with the prior written consent of the Borrower, may
amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other error in any Loan Document
and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

 Section 9.03    Expenses; Indemnity; Damage Waiver. (a) To the extent the Effective Date occurs,
the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses (including due diligence expenses, syndication expenses, consultant’s fees and
expenses, travel expenses, but in the case of legal fees limited to reasonable fees, charges and disbursements of one counsel and if reasonably required by the Administrative Agent, local counsel or specialist counsel, and, if there is an actual or
perceived conflict of interest that requires separate representation for the Administrative Agent, any Bookrunner or any Lender, one additional 

  
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counsel for each Person subject to such conflict of interest (in each case except allocated costs of in-house counsel)) incurred by the Bookrunners, the
Administrative Agent, and their respective Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the
provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket
expenses incurred by the Administrative Agent, the Bookrunners or any Lender, including the fees, charges and disbursements of one counsel for the Administrative Agent, the Bookrunners or any Lender in connection with the enforcement or protection
of their rights (A) in connection with this Agreement, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. 

(b)    The Borrower shall indemnify the Administrative Agent, the Bookrunners and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of one counsel for any Indemnitee and if reasonably required by the Administrative Agent, local counsel or specialist counsel, and, if there is an actual or perceived conflict of interest that requires separate
representation for any Indemnitee, one additional counsel for each Person subject to such conflict of interest (in each case except allocated costs of in-house counsel), incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the other Loan Documents or any agreement or instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) the Commitments, the Loans or the use of the proceeds therefrom, (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability arising from any activities or operations of, or ownership of any property by, the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, in each case, whether based on contract, tort or any other theory, whether brought by a third party or by the
Borrower; provided that such indemnity shall not, as to any Indemnitee, be available to (A) the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to arise from the bad faith, gross negligence or willful misconduct of such Indemnitee or the material breach by such Indemnitee of the express terms of this Agreement, (B) to the extent that such losses, claims, damages,
liabilities or related expenses arise out of, or in connection with, any proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than in
its capacity as an agent, arranger or bookrunner with respect to the credit facility evidenced hereby), or (C) to the extent of any settlement of any proceeding if the amount of such settlement was effected without the Borrower’s consent
(which consent shall not be unreasonably withheld), but if settled with the Borrower’s written consent or if there is a final judgment for the plaintiff in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee
from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 9.03(b). To the extent that the undertakings to defend, indemnify, pay
and hold harmless as set forth in this Section 9.03(b) may be unenforceable in whole or in part 

  
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because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and
satisfaction of all such losses, claims, damages, liabilities and related expenses incurred by the Indemnitees or any of them. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent
losses, claims or damages arising from any non-Tax claim. 
 (c)    To the
extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Bookrunners under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the
Administrative Agent or the Bookrunners, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that
(i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Bookrunners in its capacity as such and (ii) no such
payment shall release any of the Borrower’s indemnity or reimbursement obligations under the Loan Documents. 

(d)    To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against the
Administrative Agent, the Bookrunners, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Lender Party”), and each Lender Party shall not assert, and hereby waives, any claim
against the Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby, the Transactions, the Commitments, the Loans or the use of the proceeds thereof; provided that nothing contained in this paragraph shall limit the Borrower’s obligations set
forth in clauses (a), (b) and (c) of this Section 9.03. 

Section 9.04    Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this
Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 (b)    (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (other than (i) the Borrower and its Subsidiaries and (ii) natural persons and investment vehicles of natural persons) all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitments and/or Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of: 

(A)    the Borrower; provided that, the Borrower shall be deemed to have consented to an
assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received a written request for its consent to such proposed assignment; provided, further, that
no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Article VII(a), (b), (g) or (h) has occurred
and is continuing, any other assignee; and 
 (B)    the Administrative Agent; provided that no
consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund. 

(ii)    Assignments shall be subject to the following additional conditions: 

(A)    except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of
the entire remaining amount of the assigning Lender’s Loans, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default under
Article VII(a), (b), (g) or (h) has occurred and is continuing; 

(B)    each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of
Loans or to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of Loans; 

(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500; and 
 (D)    the assignee,
if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and any of its Subsidiaries, and their related parties or their respective securities) will be made available and who may receive such information in accordance with the
assignee’s compliance procedures and applicable laws, including federal and state securities laws. 

  
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 For the purposes of this Section 9.04(b), the term “Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

(iii)    Subject to acceptance and recording thereof pursuant to paragraph (b) of this
Section 9.04, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case
of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of
Sections 2.11, 2.12, 2.13 and 9.03 to the extent that any claim thereunder relates to an event arising prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of
this Section 9.04. 
 (iv)    The Administrative Agent, acting for this
purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the
names and addresses of the Lenders, and the principal amount (and stated interest) of the Loans and any interest thereon owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and
an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the
assignee shall have failed to make any payment required to be made by it pursuant to Sections 2.04(b), 2.14(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and
Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph. 

  
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 (c)    (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) (other than (i) the Borrower and its Subsidiaries and (ii) natural persons and investment vehicles of natural persons) in
all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.11, 2.12 and 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(e), it being understood
that the documentation required under Section 2.13(e) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section; provided that such Participant agrees to be subject to the provisions of Sections 2.14 and 2.15 as if it were an assignee under paragraph (b) of this Section. Each Lender that sells a
participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.15(b) with respect to any Participant. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.14(c)
as though it were a Lender. 
 (ii)    A Participant shall not be entitled to receive any greater
payment under Section 2.11 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (x) the sale of the participation to such
Participant is made with the Borrower’s prior written consent or (y) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant that
would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.13 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit
of the Borrower, to comply with Section 2.13(e) as though it were a Lender and in any event shall not be entitled to any greater payment than the applicable Lender that sold such participation to such Participant would have
been entitled to receive. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under
any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form 

  
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under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the
Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(d)    Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank, central bank or similar institution and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

 Section 9.05    Survival. All covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement
and the making of the Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on the Loans or any fee or any other amount payable under this Agreement is outstanding. The
provisions of Sections 2.11, 2.12, 2.13 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement of any provision hereof. 

Section 9.06    Counterparts; Integration; Effectiveness. This Agreement, the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. This Agreement shall become effective on the Effective Date, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This
Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Loan Communication”), including Loan Communications
required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the parties hereto agrees that any Electronic Signature on or associated with any Communication shall be valid and binding
on each of the parties hereto to the same extent as a manual, original signature, and that any Loan Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of each of such parties enforceable
against such in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Loan Communication may be executed in as many counterparts as necessary or convenient, including both paper and
electronic counterparts, but all such counterparts are one and the same Loan Communication. For the avoidance of doubt, the 

  
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authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and each of the Lenders of a manually signed paper Loan Communication which has
been converted into electronic form (such as scanned into PDF format), or an electronically signed Loan Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lenders may,
at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the
original paper document. All Loan Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper
record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to
procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled
to rely on any such Electronic Signature purportedly given by or on behalf of any party hereto without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed
by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from
time to time. 
 Section 9.07    Severability. Any provision of this Agreement held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and
the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

Section 9.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender
and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all Obligations held by such Lender to the extent then due and owing, irrespective of whether or not such Lender
shall have made any demand under this Agreement. Each Lender agrees to notify the Borrower promptly of its exercise of any rights under this Section, but the failure to provide such notice shall not otherwise limit its rights under this Section or
result in any liability to such Lender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 

Section 9.09    Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement and any
claim or controversy arising hereunder or related hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 

(b)    Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York County, 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


  
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proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 

(c)    Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of
this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d)    Each party to this Agreement irrevocably consents to service of process at the address provided for in
Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

Section 9.10    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

Section 9.11    Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

Section 9.12    Confidentiality. (a) Each of the Administrative Agent, the Bookrunners and the Lenders
(each, a “Disclosing Party”) agrees to maintain the confidentiality of the Information (as defined below) in accordance with such Person’s customary procedures for handling confidential information of such nature, except that
Information may be disclosed (i) to Related Parties of such Disclosing Party, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (ii) upon the request or demand of any regulatory authority having jurisdiction over such Disclosing Party or its Affiliates (in which case such Disclosing Party
shall, except with respect to any audit 

  
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or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority (x) promptly notify the Borrower, in advance, to the
extent permitted by law and (y) so furnish only that portion of such information which the applicable Disclosing Party is legally required to disclose), (iii) in any legal, judicial, administrative proceeding or other compulsory process or as
required by applicable law or regulations (in which case such Disclosing Party shall except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory
authority (x) promptly notify the Borrower, in advance, to the extent permitted by law and (y) so furnish only that portion of such information which the applicable Disclosing Party is legally required to disclose), (iv) to any other party
to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement containing provisions no
less restrictive than those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (viii) with the consent of the Borrower or (vii) to the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to any Disclosing Party on a non-confidential basis from a source other than the Borrower or any of its Related Parties not known by such
Disclosing Party to be disclosed by such source in breach of any legal or contractual obligation to the Borrower or any of its Related Parties. In addition, each Disclosing Party may disclose the existence of this Agreement and information about
this Agreement to market data collectors, similar service providers to the lending industry, and service providers in connection with the administration and management of this Agreement and the other Loan Documents; provided that, no such Disclosing
Party shall disclose the identity of the Borrower. For the purposes of this Section, “Information” means all information that is made available to any Disclosing Party by or on behalf of the Borrower or any of its Related Parties in
connection with this Agreement and the transactions contemplated hereby, other than any such information that is available to such Disclosing Party on a non-confidential basis prior to disclosure by the
Borrower or any of its Related Parties, excluding any information which, to such Disclosing Party’s actual knowledge, has been disclosed by the source of such information in violation of a duty of confidentiality to the Borrower or any of its
Affiliates. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information. 
 (b)    EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(A) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED
PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 

  
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 (c)    ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,
FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT
THE BORROWER AND ITS SUBSIDIARIES, AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT
WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW. 

Section 9.13    Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to the Loans, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the
“Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such Lender. 
 Section 9.14    Patriot
Act and Beneficial Ownership Regulation. Each Lender subject to the Patriot Act and the Beneficial Ownership Regulation hereby notifies the Borrower that, pursuant to Section 326 of the Patriot Act and the Beneficial Ownership Regulation,
it is required to obtain, verify and record information that identifies the Borrower, including the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act and
the Beneficial Ownership Regulation. 
 Section 9.15    Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by: 
 (a)    the application of any Write-Down and
Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and 

  
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 (b)    the effects of any
Bail-In Action on any such liability, including, if applicable: 

(i)    a reduction in full or in part or cancellation of any such liability; 

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement or any other Loan Document; or 
 (iii)    the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. 

Section 9.16    No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement
provided by the Administrative Agent and the Bookrunners are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the
Bookrunners, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Bookrunners and the Lenders is and has been acting solely as a principal and, except as
expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person, (B) irrespective of whether any Lender, any
Bookrunner, the Administrative Agent or any of their Affiliates has advised or is advising the Borrower on other matters, the Borrower shall not claim any such fiduciary, advisory or agency relationship or services and the Borrower acknowledges that
none of the Administrative Agent, any Lender, any Bookrunner or any of their Affiliates owes a fiduciary or similar duty to the Borrower in connection with the Transactions or the process leading thereto and; and (iii) the Administrative Agent,
the Lenders and the Bookrunners and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Bookrunners
or the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. 

Section 9.17    Pledge Agreement. Notwithstanding anything to the contrary contained herein or in any other
Loan Document, upon the Facility Termination, (a) the Pledge Agreement and all obligations (other than those expressly stated to survive such termination) of the Borrower and its Affiliates thereunder shall automatically terminate and be
released and discharged in full, (b) the Liens in Specified Shares and any other collateral granted under the Loan Documents shall automatically terminate and be released and such Specified Shares and other collateral will be free and clear of
all such Liens, in each case, all without delivery of any instrument or performance of any act by any Person and (c) in connection with such termination and release, the Administrative Agent shall, and each Lender hereby directs the
Administrative Agent to, at the Borrower’s sole cost and expense, execute and deliver any such lien releases and 

  
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other similar discharge or release documents, as are reasonably requested by the Borrower to evidence such termination and release and deliver all equity certificates representing the Specified
Shares and any other collateral previously delivered in physical form by the Borrower or any Affiliate thereof and held by the Administrative Agent at such time. 

Section 9.18    [Reserved]. 

Section 9.19    Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents
provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC, a “Supported QFC”), the parties
acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may
in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”)
becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and
any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC
Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a
proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to
no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of
the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

[SIGNATURE PAGES FOLLOW] 

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

			
	KRISPY KREME HOLDINGS, INC., as the Borrower
		
	By	 	 /s/ Josh Charlesworth

	Name:	 	Josh Charlesworth
	Title:	 	President


 [SIGNATURE PAGE TO TERM LOAN AGREEMENT] 












 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender
		
	By	 	 /s/ Antje Focke

	Name:	 	Antje Focke
	Title:	 	Executive Director


 [SIGNATURE PAGE TO TERM LOAN AGREEMENT] 












 
			
	MORGAN STANLEY SENIOR FUNDING, INC., as Lender
		
	By	 	 /s/ Brendan MacBride

	Name:	 	Brendan MacBride
	Title:	 	Authorized Signatory


 [SIGNATURE PAGE TO TERM LOAN AGREEMENT] 












 
			
	SANTANDER BANK, N.A., as Lender
		
	By	 	 /s/ Irv Roa

	Name:	 	Irv Roa
	Title:	 	Managing Director


 [SIGNATURE PAGE TO TERM LOAN AGREEMENT]