Common use of ALLONGE Clause in Contracts

ALLONGE. This Allonge, dated [June] [__], 2021, is attached to and made a part of that certain [Term Note][Revolving Note]1 in the original principal amount of $[______] dated as of December 7, 2018, made by STADCO, a California corporation, payable to the order of SUNFLOWER BANK, N.A., or order for the purpose of annexing thereto the following endorsement: Pay to the order of STADCO NEW ACQUISITION, LLC, a Delaware limited liability company without recourse, representation or warranty, express or implied, except as expressly set forth in Section 5 of the Amended and Restated Loan Purchase and Sale Agreement between SUNFLOWER BANK, N.A. and STADCO NEW ACQUISITION, LLC, a Delaware limited liability company dated April 23, 2021. SUNFLOWER BANK, N.A. By: Name: Title: 1 Purchaser to receive an Allonge for Revolving Note and Term Note. This Assignment and Assumption Agreement (the “Assignment and Assumption”) is dated as of [June] [__], 2021 and is entered into by and between SUNFLOWER BANK, N.A. (“Assignor”) and STADCO NEW ACQUISITION, LLC, a Delaware limited liability company (“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in that certain Amended and Restated Loan Purchase and Sale Agreement dated as of April 23, 2021 by and between Assignor and Assignee (the “Purchase Agreement”) or that certain Loan and Security Agreement dated as of December 7, 2018 by and between Assignor, as Lender, STADCO, a California corporation, STADCO ACQUISITION, LLC, a California limited liability company and STADCO MEXICO, INC., Delaware corporation (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by Assignee. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Purchase Agreement and the Credit Agreement, as of the Effective Date (i) all of Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto (as set forth on Schedule 1 attached hereto) to the extent related to such outstanding rights and obligations of the Assignor under the Credit Agreement and Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above. The sale and assignment is without recourse to Assignor and, except as expressly provided in the Purchase Agreement and this Assignment and Assumption, without representation or warranty by Assignor. The terms set forth in this Assignment and Assumption are hereby agreed to: SUNFLOWER BANK, N.A. By: Name: Title: STADCO NEW ACQUISITION, LLC By: Name: Title: STADCO By: Name: Title: Between STADCO, a California corporation, STADCO ACQUISITION, LLC, a California limited liability company and STADCO MEXICO, INC., Delaware corporation and SUNFLOWER BANK, N.A. In the Original Principal Amount of $12,500,000, each dated as December 7, 2018. Loan and Security Agreement and Term Note Revolving Note Guarantee Agreement Pledge Agreement

ALLONGE. This AllongeTHIS ENDORSEMENT IS TO BE ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED TERM LOAN-NOTE A-2, dated [June] [__]March 29, 2021, is attached to and made a part of that certain [Term Note][Revolving Note]1 in the original principal amount of $[______] dated as of December 7, 20182002, made by STADCOAPS Healthcare Holdings, Inc., a California Delaware corporation, payable to the order of SUNFLOWER BANK, N.A., or order for the purpose of annexing thereto the following endorsement: Pay to the order of STADCO NEW ACQUISITIONCapitalSource Finance, LLC, a Delaware limited liability company without recoursecompany, representation the original payee, in the original principal amount of US $4,000,000. Such Note is hereby transferred pursuant to the following endorsement with the same force and effect as if such endorsement were set forth at the end of such Note: PAY TO THE ORDER OF: CAPITALSOURCE FUNDING LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 12th Floor Chevy Chase, MD 20815 CAPITALSOURCE FINANCE LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- Title: Senior Vice President --------------------------------- This Allonge shall be attached to the Note described above and is hereby made a part thereof. SECOND AMENDED AND RESTATED TERM LOAN - NOTE B-1 U.S. $5,000,000.00 Dated: March 29, 2002 FOR VALUE RECEIVED, the undersigned, APS HEALTHCARE HOLDINGS, INC., a Delaware corporation (the "COMPANY"), hereby promises to pay to CAPITALSOURCE FINANCE LLC (the "LENDER"), the unpaid principal amount at any time outstanding, which shall not exceed Five Million Dollars ($5,000,000) (the "TERM LOAN"), on the Maturity Date, as defined below, or warranty, express or implied, except as expressly otherwise at the times and in the manner set forth in Section 5 of the Amended and Restated Loan Purchase and Sale Agreement between SUNFLOWER BANK, N.A. and STADCO NEW ACQUISITION, LLC, a Delaware limited liability company dated April 23, 2021. SUNFLOWER BANK, N.A. By: Name: Title: 1 Purchaser to receive an Allonge for Revolving Note and Term Note. This Assignment and Assumption Credit Agreement (the “Assignment and Assumption”Term Loan) is dated as of [June] [__]July 23, 2021 2001, between the Company and is entered into the Lender, as amended by that certain First Amendment to Amended and Restated Credit Agreement (Term Loan) dated of even date herewith between SUNFLOWER BANKthe Company and the Lender (as it may be further amended, N.A. (“Assignor”) and STADCO NEW ACQUISITIONsupplemented or otherwise modified from time to time, LLC, a Delaware limited liability company (“Assignee”the "LOAN AGREEMENT"). Capitalized terms used but herein and not otherwise defined herein shall have the meanings given to them such terms in the Loan Agreement. This Term Note B-1, along with that certain Term Note B-2 dated the date hereof in the original principal amount of $5,000,000 (together with this Term Note B-1, the "TERM NOTE B"), is given in replacement, but not in extinguishment or novation, of that certain Term Note B dated as of March 29, 2002 in the original principal amount of $10,000,000, which amends and restates in its entirety that certain Amended and Restated Term Loan Purchase and Sale Agreement - Note B dated as of April 23July 20, 2021 2001 payable by and between Assignor and Assignee (the “Purchase Agreement”) or that certain Loan and Security Agreement dated as of December 7, 2018 by and between Assignor, as Lender, STADCO, a California corporation, STADCO ACQUISITION, LLC, a California limited liability company and STADCO MEXICO, INC., Delaware corporation (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by Assignee. For an agreed consideration, Assignor hereby irrevocably sells and assigns Company to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Purchase Agreement and the Credit Agreement, as of the Effective Date (i) all of Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto (as set forth on Schedule 1 attached hereto) to the extent related to such outstanding rights and obligations of the Assignor under the Credit Agreement and Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above. The sale and assignment is without recourse to Assignor and, except as expressly provided in the Purchase Agreement and this Assignment and Assumption, without representation or warranty by Assignor. The terms set forth in this Assignment and Assumption are hereby agreed to: SUNFLOWER BANK, N.A. By: Name: Title: STADCO NEW ACQUISITION, LLC By: Name: Title: STADCO By: Name: Title: Between STADCO, a California corporation, STADCO ACQUISITION, LLC, a California limited liability company and STADCO MEXICO, INC., Delaware corporation and SUNFLOWER BANK, N.A. In the Original Principal Amount original principal amount of $12,500,000, each dated as December 7, 2018. Loan and Security Agreement and Term Note Revolving Note Guarantee Agreement Pledge Agreement10,000,000.

ALLONGE. This AllongeTHIS ENDORSEMENT IS TO BE ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED TERM LOAN-NOTE A-1, dated [June] [__]March 29, 2021, is attached to and made a part of that certain [Term Note][Revolving Note]1 in the original principal amount of $[______] dated as of December 7, 20182002, made by STADCOAPS Healthcare Holdings, Inc., a California Delaware corporation, payable to the order of SUNFLOWER BANK, N.A., or order for the purpose of annexing thereto the following endorsement: Pay to the order of STADCO NEW ACQUISITIONCapitalSource Finance, LLC, a Delaware limited liability company without recoursecompany, representation the original payee, in the original principal amount of US $6,000,000. Such Note is hereby transferred pursuant to the following endorsement with the same force and effect as if such endorsement were set forth at the end of such Note: PAY TO THE ORDER OF: CAPITALSOURCE FUNDING LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 12th Floor Chevy Chase, MD 20815 CAPITALSOURCE FINANCE LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- Title: Senior Vice President --------------------------------- This Allonge shall be attached to the Note described above and is hereby made a part thereof. SECOND AMENDED AND RESTATED TERM LOAN - NOTE A-2 U.S. $4,000,000.00 Dated: March 29, 2002 FOR VALUE RECEIVED, the undersigned, APS HEALTHCARE HOLDINGS, INC., a Delaware corporation (the "COMPANY"), hereby promises to pay to CAPITALSOURCE FINANCE LLC (the "LENDER"), the unpaid principal amount at any time outstanding, which shall not exceed Four Million Dollars ($4,000,000) (the "TERM LOAN"), on the Maturity Date, as defined below, or warranty, express or implied, except as expressly otherwise at the times and in the manner set forth in Section 5 of the Amended and Restated Loan Purchase and Sale Agreement between SUNFLOWER BANK, N.A. and STADCO NEW ACQUISITION, LLC, a Delaware limited liability company dated April 23, 2021. SUNFLOWER BANK, N.A. By: Name: Title: 1 Purchaser to receive an Allonge for Revolving Note and Term Note. This Assignment and Assumption Credit Agreement (the “Assignment and Assumption”Term Loan) is dated as of [June] [__]July 23, 2021 2001, between the Company and is entered into the Lender, as amended by that certain First Amendment to Amended and Restated Credit Agreement (Term Loan) dated of even date herewith between SUNFLOWER BANKthe Company and the Lender (as it may be further amended, N.A. (“Assignor”) and STADCO NEW ACQUISITIONsupplemented or otherwise modified from time to time, LLC, a Delaware limited liability company (“Assignee”the "LOAN AGREEMENT"). Capitalized terms used but herein and not otherwise defined herein shall have the meanings given to them such terms in the Loan Agreement. This Term Note A-2, along with that certain Term Note A-1 dated the date hereof in the original principal amount of $6,000,000 (together with this Term Note A-2, the "TERM NOTE A"), is given in replacement, but not in extinguishment or novation, of that certain Term Note A dated March 29, 2002 in the original principal amount of $10,000,000, which amends and restates in its entirety that certain Amended and Restated Term Loan Purchase and Sale Agreement - Note A dated as of April 23July 20, 2021 2001 payable by and between Assignor and Assignee (the “Purchase Agreement”) or that certain Loan and Security Agreement dated as of December 7, 2018 by and between Assignor, as Lender, STADCO, a California corporation, STADCO ACQUISITION, LLC, a California limited liability company and STADCO MEXICO, INC., Delaware corporation (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by Assignee. For an agreed consideration, Assignor hereby irrevocably sells and assigns Company to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Purchase Agreement and the Credit Agreement, as of the Effective Date (i) all of Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto (as set forth on Schedule 1 attached hereto) to the extent related to such outstanding rights and obligations of the Assignor under the Credit Agreement and Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above. The sale and assignment is without recourse to Assignor and, except as expressly provided in the Purchase Agreement and this Assignment and Assumption, without representation or warranty by Assignor. The terms set forth in this Assignment and Assumption are hereby agreed to: SUNFLOWER BANK, N.A. By: Name: Title: STADCO NEW ACQUISITION, LLC By: Name: Title: STADCO By: Name: Title: Between STADCO, a California corporation, STADCO ACQUISITION, LLC, a California limited liability company and STADCO MEXICO, INC., Delaware corporation and SUNFLOWER BANK, N.A. In the Original Principal Amount original principal amount of $12,500,000, each dated as December 7, 2018. Loan and Security Agreement and Term Note Revolving Note Guarantee Agreement Pledge Agreement10,000,000.