Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: :_____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures, Section 11.15 of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthand applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________ NAME OF ASSIGNOR By:_Jurisdiction of Tax Residence_____________________________ Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:_]4 4 Assignee _____________________________ Title: ______________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”). 3 Set forth, to select (and complete) appropriate optionat least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ___________________ Title: [Consented to:]6 XXXXXXX XXXX (USA)to:]5 AUTONATION, INC. By: Name: ________________________________ Title: [SWISS BORROWERNAME OF ANY OTHER RELEVANT PARTY] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: ________________________________ Title: 5 To be included if other Lender(s) become Issuing Banks. 6 ______________________ 4 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower[, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the Parties] and [2021 Revolvingits] [2023 Revolvingtheir] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderRelated 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction ____________ Title: _____________________________ 2Fill in the appropriate terminology for the types of Tax Residencefacilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _________________________________]4 4 Assignee to select (and complete) appropriate option. ____________ Title: [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative AgentAgent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank and Swingline Lender By: Name: Title: Bank) is required by the terms of the Credit Agreement. [_________], as Issuing Bank By: Name: Title: [[_____________], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed 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 Borrowers 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan FacilityCommitment”). ) 3 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [not a Qualifying RecipientConsented to:]5 [__________________________________] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberBy__________________________________ Title: _________________________________Jurisdiction of Tax Residence: _________________________________]_ 4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Commitment/Loans110 Tranche BRestatement Effective Date Term Loans $350,000,000.00485,000,000.00 $______________ ____________% Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ Loans $101,250,000.00117,500,000.00 $______________ ____________% Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”)Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 3 1[10] Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: :_________________________________Jurisdiction of Tax Residence_ Title: ASSIGNEE [NAME OF ASSIGNEE] By:_______________________ Title: Consented to and Accepted: BARCLAYS BANK PLC, as as Administrative Agent By:___________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: ___ Title: [[Consented to: RADNET MANAGEMENT, INC. By:_____], as Issuing Bank]5 By: Name: __________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To 1 1To be added only if the consent of the Company or the Swiss Borrower is required for the applicable assignment by the terms of the Credit Agreement. ANNEX 1 The $451,250,000602,500,000 Amended and Restated First Lien Credit and Guaranty Agreement, dated as of October 10July 1, 20122016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Assignee Aggregate Revolving Commitments]] [Term Loans] Amount ofCommitment for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned ofCommitmentAssigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: ShareAssigned $________________ $________________ ______________% $________________ $________________ ______________% $________________ $________________ ______________% [7. Trade Date: __________________]2 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: _____________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: _____________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and]3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberXXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________Jurisdiction of Tax Residence_ Name: Title: [Consented to:] 4 MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company By: Mid-Con Energy Partners, LP, a Delaware limited partnership, its Sole Member By: Mid-Con Energy GP, LLC, a Delaware limited liability company, Its General Partner By: _________________________________]4 4 Assignee to select (_ Xxxxxxx X. Xxxxxxxx President and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Chief Financial Officer STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Assigned AggregateAmount ofCommitmentfor all Lenders* Amount ofCommitmentAssigned* PercentageAssigned ofCommitment2 CUSIP Number Revolving Commitments]] [Term Loans] for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: Credit Loan $______________ $______________ ______________% ______________ [7. Trade Date: __________________]3 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in _______________________ * Amount to be adjusted by the appropriate terminology for counterparties to take into account any payments or prepayments made between the types of facilities under Trade Date and the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”)Effective Date. 3 Set 2Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans Commitment of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: _____________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: _____________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and]4 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberBANK OF AMERICA, N.A., as Administrative Agent By: _________________________________Jurisdiction of Tax Residence_ Title: [Consented to:]5 By: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 _________ 4 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.. 5 To be added only if the consent of the Borrowers and/or other parties (e.g. Swing Line Lender, Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable Laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities Laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) ________________________ 3 Set forth, to at least 9 decimals, as a percentage of the AgreementCommitment/Loans of all Lenders thereunder. [Consented to and] Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: WELLX XXXGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Title: [Consented to:] [FMC TECHNOLOGIES, INC.] By_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 __________ 4 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower and its related parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction ____________________________________________________ 2 Set forth to at least 9 decimals, as a percentage of Tax Residencethe Commitment of all Lenders thereunder. [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:] 4 [NAME OF RELEVANT PARTY] By Title: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 _______________ 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Lender Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021Commitment/Loans2 $ [ ] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT COLUMN FINANCIAL, INC., AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Lender a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) 2 Set forth, to at least 9 decimals, as a percentage of the Agreement: Commitment/Loans of all Lenders thereunder. [not a Qualifying RecipientConsented to:]3 [NAME OF RELEVANT PARTY] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 3 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Agreement XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed 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 Borrowers 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the appropriate terminology for Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the types benefit of facilities all “Bank Creditors” under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”)Intercreditor Agreement. 3 _________________________________________________ 2 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence____________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: _________________________________]4 4 Assignee to select (and complete) appropriate option. _____ Title: [Consented to and and]3 Accepted: JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [Agent By _________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ___________ Title: [Consented to:]6 XXXXXXX XXXX (USA)to:]4 [Tupperware Brands Corporation By _________________________ Title:] [Consented to: JPMORGAN CHASE BANK, INC. By: Name: N.A., as Issuing Bank and as Swingline Lender By _________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 :] _____________________________________________________________ 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment for all Lenders Lenders1 Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Commitment Assigned* Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment2 ____________________3 $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the AgreementCommitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberBANK OF AMERICA, N.A., as Administrative Agent By: _________________________________Jurisdiction of Tax Residence_ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To _ 5To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption

Assigned Interest. 1 Select as applicable. Facility Assigned2 [[2021] [2023] Assigned 2 Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans 3 ​ $ $ % ​ $ $ % ​ $ $ % ​ Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed 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, the other Loan Parties 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ​ By ​ ​​ ​​ ​​ ​​ ​ Title: ​ ASSIGNEE [NAME OF ASSIGNEE] ​ By ​ ​​ ​​ ​​ ​​ ​ Title: ​ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving FacilityCommitment,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan FacilityLoans”). , etc.) 3 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]4 Accepted: ASSIGNOR [NAME OF ASSIGNOR] JPMORGAN CHASE BANK, N.A., as Administrative Agent ​ By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: :________________________________ Name: __Jurisdiction of Tax Residence___________________________ Title: ______________________________ ​ ​ [Consented to:]5 [NAME OF RELEVANT PARTY] ​ By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: _______________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 ______________________________ 4 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] ­­­­­­­­­­­­­­­­­­­­­­­­ Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in The Assignee agrees to deliver to the appropriate terminology for Administrative Agent, except if the types Assignee is already a Lender pursuant to the terms of facilities under the Credit Agreement that are being assigned under this Assignment Agreement, a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term which may contain material non-public information about the Borrower, the Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) 2 Set forth, to at least 9 decimals, as a percentage of the AgreementCommitment/Loans of all Lenders thereunder. Exhibit A 509265-1423-11447-11698801 Consented to and Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Title: Consented to: Issuing Bank By_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [Consented to: Borrower By_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: __________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non:] Exhibit A 509265-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.1423-11447-11698801

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The THEREFOR.]The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence____ Title: ASSIGNEE [NAME OF ASSIGNEE] By_________________________________]4 4 Assignee to select (and complete) appropriate option. ____ Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as X.X.Xx Administrative Agent, Agent and Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: _______________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. to:]3 MICROCHIP TECHNOLOGY INCORPORATED By: Name: _____________________________________ Title: [SWISS BORROWER] [if assignee is ______________________ 2 Set forth, so at least 9 decimals, as a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Bankspercentage of the Commitment/Loans of all Lenders thereunder. 6 3 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed 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, the Loan Parties 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Name:____________________________ Title:_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving FacilityCommitment,” “2023 Revolving FacilityTerm Commitment,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). etc.) 3 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent[, Issuing Bank and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNORSwingline Lender] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: :_________________________________ Name:_Jurisdiction of Tax Residence: _____________________________ Title:_______________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [:_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: _______________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 :_______________________________ 4 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.. 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 to ASSIGNMENT AND ASSUMPTION LANDEC CORPORATION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned1 Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: :______________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types Borrower, the other Loan Parties 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. The Borrower shall be a third party beneficiary of facilities this assumption by the Assignee of the obligations of the Assignor with respect to obligations owing to the Borrower under the Credit Agreement that are being assigned under Agreement, as modified by this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderand Assumption. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: :_________________________________Jurisdiction of Tax Residence: ______ Name:_______________________________ Title:_________________________________]4 4 Assignee to select (and complete) _ 1 Fill in the appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if terminology for the consent types of the Company Commitments or the Swiss Borrower is required by the terms Classes of Loans under the Credit AgreementAgreement that are being assigned under this Assignment and Assumption.

Assigned Interest. Facility Assigned2 [[2021] [2023] RevolvingCommitment Assigned Aggregate Revolving Commitments]] [Term Loans] Maximum Credit Amount for all Lenders Maximum Credit Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Share Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: By :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) 22 Set forth, to at least 9 decimals, as a percentage of the AgreementRevolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________Jurisdiction of Tax Residence_ Title: By _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: ___________________ Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 :] 33 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Commitment/Loans2 Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Facility $ $ % $ $ % Term Loan Facility $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed 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, the Guarantors and their Affiliates 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. ________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________ NAME OF ASSIGNOR By:_Jurisdiction of Tax Residence_____________________________ Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:_]4 4 Assignee to select (and complete) appropriate option. _____________________________ Title: [Consented to and and] Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[________________________ Title: Consented to:4 [DELTA AIR LINES, INC.] By________________________________ Title: [INSERT NAME ], as Issuing Bank]5 Lender5 By: Name: ________________________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the ________________________ 3 No consent of the Company Administrative Agent shall be required for an assignment of Term Loans if the Assignee is a Lender, an Affiliate of a Lender or the Swiss Borrower is required by the terms of the Credit Agreementan Approved Fund.

Assigned Interest. Facility Assigned2 [[2021] [2023] HOU:0007002/04558:1716085v10 Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % Commitment/Loans $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower[, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the Parties] and [2021 Revolvingits] [2023 Revolvingtheir] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderRelated 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the AgreementHOU:0007002/04558:1716085v10 [Consented to and] Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By:_________________________________Jurisdiction of Tax Residence_ Title: [Consented to:] [NAME OF RELEVANT PARTY] By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: HOU:0007002/04558:1716085v10 ANNEX 1 [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER____] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Amount of Percentage Commitment/Loans Commitment/Loans Assigned of Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Assigned for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans ------------------------------------------------------------------------------ _________________ $ $ _________________ _________________% _________________ $ _________________ $ _________________ _________________% _________________ $ _________________ $ _________________ _________________% Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: :_________________________________Jurisdiction of Tax Residence_ Title: ASSIGNEE [NAME OF ASSIGNEE] By:_________________________________]4 4 Assignee to select (and complete) appropriate option. _ Title: [Consented to and and] Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [:_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: __________________ Title: [Consented to:]6 XXXXXXX XXXX (USA)to:] GETTY IMAGES, INC. By: Name: :________________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT Credit Agreement., dated as of July 19, 2002, among Getty Images, Inc., the Lenders parties thereto, and Bank of America, N.A., as Administrative Agent, Security Trustee, L/C Issuer and Swing Line Lender STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. Facility Assigned2 [[2021] [2023] 1 Select as applicable Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/ Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term other Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence_____ Title: ASSIGNEE [NAME OF ASSIGNEE] By: _________________________________]4 4 Assignee _____ Title: 2 Set forth, to select (and complete) appropriate optionat least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Agent and Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: _______________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. to:]4 [NAME OF RELEVANT PARTY] By: Name: _____________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ __________ , 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and Applicable Laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence_ Title: ASSIGNEE [NAME OF ASSIGNEE] By: __________________________ Title: [Consented to and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: ________]4 4 Assignee to select (and complete) appropriate option. __________________ Title: __________________________ [Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender to:]4 [NAME OF RELEVANT PARTY] By: Name: _________________________ Title: [_________], as Issuing Bank By: Name: Title: [[___________], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans for the Assignor Amount of Commitment/Loans Assigned Commitment Percentage of Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % Commitment/Loans $ $ % Effective Date: _______________ ____, 20____ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, Guarantor, and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: __________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: ____________________________ Name Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number­2 Address for Notices: _________________________________Jurisdiction of Tax Residence: ___ _________________________________]4 4 Assignee ___ ____________________________________ Attention: ________________________ Telecopy: ________________________ [Include if and to select (and complete) appropriate option. the extent applicable:] Consented to and Acceptedto: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________]731 RETAIL ONE LLC, as Issuing Bank a Delaware limited liability company By: Name: Title: [[_____]731 COMMERCIAL LLC, as Issuing Bank]5 a Delaware limited liability company By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.4­ ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the AgreementConsented to and Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Title: Consented to: OXXX CORPORATION By_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Class of Commitment/Loans Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loan $ $ % $ $ % $ $ % Effective Assignment Date: _____________ ___, 20___ (the “Assignment Date”) [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the AgreementConsented to and Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: HSBC BANK USA, N.A., as Administrative Agent By_________________________________ Title: Consented1 to: PERRIGO FINANCE UNLIMITED COMPANY By_Jurisdiction of Tax Residence_______________________________ Title: Consented to: [ ], as Swingline Lender By__________________________________ Title: [ ]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ___________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC______________________ 1 If required. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Principal Amount of Commitment/Term Loans] Loans for all Lenders Lenders* Principal Amount of [[2021] [2023] Revolving Commitments] [Commitment/Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Loans Assigned* Percentage Assigned of [[2021] [2023] Revolving Commitments] [Commitment/Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Loans1 $ $ % $ $ % $ $ % [7. Trade Date: ______________]2 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and]3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Title: [Consented to: VERIZON COMMUNICATIONS INC. By_________________________________]4 4 Assignee _ Title:]4 * Amount to select (be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and complete) appropriate optionthe Effective Date. Consented 1 Set forth, to and Accepted: JPMORGAN CHASE BANK, N.A.at least 9 decimals, as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent percentage of the Company or the Swiss Borrower is required by the terms Commitment/Term Loans of the Credit Agreementall Lenders thereunder.

Assigned Interest. Facility Assigned2 [[2021] [2023] Commitment Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Affiliates or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Status of Assignee under Section 2.17(f)(iii) _____________________ 2 Set forth, to at least 9 decimals, as a percentage of the AgreementCommitment/Loans of all Lenders. [Consented to and]3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberJPMorgan Chase Bank, N.A., as Administrative Agent By: _________________________________Jurisdiction of Tax Residence____________ Title: [Consented to:] 4 Norfolk Southern Corporation By: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: ___ Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 ________________ 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ Commitment/Loans Senior First Lien Loan $54,601,424.00 $27,300,712.00 50.00% Effective Date: _____________ ___June 27, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill 2016 The Assignee agrees to deliver to Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Borrower, the types of facilities under Guarantor, and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: VARIAN MEDICAL SYSTEMS INTERNATIONAL AG By:_/s/ Xxxx X. Kuo_______________ Title: Director Confidential ASSIGNEE [NAME OF ASSIGNEE] By: Name: DEUTSCHE BANK AG, LONDON BRANCH By:_/s/Xxxxxxx Xxxxx _ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: Vice President By:_/s/ Tristyn Tran________________ Title: Authorized Signatory Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_/s/ Xxxx Xxxxxxx, Asc.__________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term other Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) 2 Set forth, to at least 9 decimals, as a percentage of the AgreementCommitment/Loans of all Lenders thereunder. [Consented to and] 3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________Jurisdiction of Tax Residence_ Title: [Consented to:] 4 THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP By: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Loan Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % Commitment/Loans $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower[, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the Parties] and [2021 Revolvingits] [2023 Revolvingtheir] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderRelated 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and] Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By:_________________________________Jurisdiction of Tax Residence_ Title: [Consented to:] [NAME OF RELEVANT PARTY] By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: ANNEX 1 [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER____] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Company, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Affiliates or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________ NAME OF ASSIGNOR By:_Jurisdiction of Tax Residence_____________________________ Title: ASSIGNEE _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender _ NAME OF ASSIGNEE By: Name: Title: [:_________], as Issuing Bank By: Name: Title: [[_____]________________ Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment”). 3 Set forth, to at least 9 decimals, as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent percentage of the Company or the Swiss Borrower is required by the terms Commitment/Loans of the Credit Agreementall Lenders.

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/ Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/ Loans CUSIP Number ______ $ $ % $ $ % $ $ % Effective Date: ________________ $ ___, 20______ ____________ % ______ $ ________________ $ _________ ____________ % ______ $ ________________ $ _________ ____________ % [7. Trade Date: ] Form of Assignment and Assumption Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and and] Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA)to:] By: Title: Form of Assignment and Assumption [Consented to: CONSTELLATION BRANDS, INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 Title:]1 1 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the Borrower’s consent of the Company or the Swiss Borrower is required by the terms Section 9.04 of the Credit Agreement.. Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Commitment/Loans Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ Lenders Assigned Commitment/Loans(2) ------------------------ -------------------------- ---------------------- $__________ $__________ __________% $ $ $__________ $__________ __________% $ $ $__________ $__________ __________% Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ------------------------------------ Title: --------------------------------- ASSIGNEE [NAME OF ASSIGNEE] By: Name: ------------------------------------ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.---------------------------------

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their related parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence_ Title: ASSIGNEE [NAME OF ASSIGNEE] By: _________________________________]_ Title: 4 4 Assignee Set forth, to select (and complete) appropriate optionat least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and] Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. to:] VIAD CORP By: Name: ______________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: ______________________________ Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Consented to: JPMORGAN CHASE BANK, N.A., as LC Issuer By______________________________ Title: ANNEX 1

Assigned Interest. Facility Assigned2 [[2021] [2023] Amount of Notes Assigned Date of Issuance of Notes Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Notes for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Holders Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Notes $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ (the “Effective Date”) [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in the appropriate terminology for the types any number of facilities under the Credit Agreement that are being assigned under counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Agreement by email or “Tranche A-2 Term Loan Facility”)telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. 3 Set forthThis Assignment Agreement shall be governed by, so at least 9 decimalsand construed in accordance with, as percentage the law of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans State of all Lenders thereunderNew York. (Signature Page Follows) The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: :_________________________________Jurisdiction of Tax Residence_ Title: ASSIGNEE [NAME OF ASSIGNEE] By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and _ Title: Accepted: JPMORGAN CHASE BANK, N.A.U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: __________________ Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INCto:]4 BELLATRIX EXPLORATION LTD. By: ________________________________ Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 4 To be added only if the consent of the Company or the Swiss Borrower Issuer is required by the terms of the Credit Note Purchase Agreement.. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Amount of Term Loans] Loan Commitment / Term Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Loan Commitment / Term Loans] Loans Assigned Percentage of Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Loan Commitment / Term Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a designation of one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction _________ Title: ASSIGNEE [NAME OF ASSIGNEE] _____________________________________ 2 Set forth, to at least 9 decimals, as a percentage of Tax Residencethe Term Loan Commitment / Term Loans of all Lenders thereunder. Exhibit A - Assignment and Assumption 2 By: _________________________________]4 4 Assignee to select (and complete) appropriate option. _________ Title: [Consented to and and]3 Accepted: JPMORGAN CHASE BANK, N.A.NEDBANK LIMITED, as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ____________________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 ____________________________________________ 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.. ANNEX 1

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/ Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/ Loans CUSIP Number ______ $ $ % $ $ % $ $ % Effective Date: ________________ $ ___, 20______ ____________ % ______ $ ________________ $ _________ ____________ % ______ $ ________________ $ _________ ____________ % [7. Trade Date: ] A - 152 Form of Assignment and Assumption Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and and]1 Accepted: JPMORGAN CHASE BANKXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX to:]2 XXXX (USA)FOOD COMPANY, INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 1 To be added only if the consent required pursuant to Section 9.04(b)(iii)(B). 2 To be added if required pursuant to Section 9.04(b)(iii)(A). A - 153 Form of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] 1 Select as applicable. Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower and its related parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ______________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: ______________________ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Agent By ___ Title: [not a Qualifying RecipientConsented to:]4 [NAME OF RELEVANT PARTY] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberBy Title: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee _ 2 Set forth, to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A.at least 9 decimals, as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INCa percentage of the Commitment/Loans of all Lenders thereunder. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To 3To be added only if the consent of the Company or the Swiss Borrower Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned48 Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans59 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20__20_--_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 The Assignee agrees to deliver to the Administrative Agent a completed 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, the Loan Parties and their Affiliates 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. __________________ 48 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. either “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan FacilityCommitment” or “Tranche A-2 Term Loan FacilityRevolving Loans”). 3 59 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the AgreementConsented to and Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Title: Consented to:610 COMCAST CORPORATION, as Borrower By__________________________________ Title: Consented to:711 [ ]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: __________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.__________________

Assigned Interest. Facility Assigned2 [[2021] [2023] 1Select as applicable. Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/ Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence_____ Title: ASSIGNEE [NAME OF ASSIGNEE] By: _________________________________]4 4 Assignee to select (and complete) appropriate option. _____ Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Agent and Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: _______________ Title: [Consented to:]6 XXXXXXX XXXX (USA)to:]3 DICE HOLDINGS, INC. By: Name: _____________________________ Title: [SWISS BORROWER] [if assignee is _______________________ 2Set forth, so at least 9 decimals, as a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Bankspercentage of the Commitment/Loans of all Lender thereunder. 6 To 3To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned3 Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Obligors and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status 3 Fill in the appropriate terminology for the types of Assignee Facilities under Section 2.17(f)(iiithe Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Loans,” “Swingline Loans,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the AgreementCommitment/Loans of all Lenders thereunder. Exhibit A - 3 0010146-0000535 NYO1: 2000731687.1 [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberConsented to and]5 Accepted: THE BANK OF NOVA SCOTIA, as Administrative Agent By:_________________________________Jurisdiction of Tax Residence_ Title: Consented to: [NAME OF ISSUING BANK] By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: Consented to: [NAME OF SWINGLINE LENDER] By:_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: __________________ Title: [Consented to:]6 XXXXXXX XXXX (USA)to: MILLICOM INTERNATIONAL CELLULAR S.A., INC. as the Borrower By: Name: :________________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: :______________________________ Title:]6 5 To be included added only if other Lender(s) become Issuing Banksthe consent of the Administrative Agent is required by Section 10.04. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Company, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” other Borrowers and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence______ Title: ASSIGNEE [NAME OF ASSIGNOR] By: _________________________________]4 4 Assignee ______ Title: ________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Global Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to select (and complete) appropriate optionat least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Agent [and an Issuing Bank and Swingline Lender Lender]4 By: Name: _________________________________________________ Title: [[__________], as an Issuing Bank Bank]5 By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ____________________________________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. THE SCOTTS MIRACLE-GRO COMPANY By: Name: _________________________________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 ________________________ 4 To be added only if the consent of the Company or Issuing Banks and the Swiss Borrower Swingline Lender is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ $ % $ $ $ % $ $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: :_____________________________ Name:_____Jurisdiction of Tax Residence: ______________________ Title:____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:_____________________________ Name:_____]4 4 Assignee to select ______________________ Title:____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (and complete) appropriate optione.g., “Revolving Commitment”, “Term Loan Commitment”, etc.). [Consented to and and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________OTHER ISSUING BANKS], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA)to:]4 PAPA JOHN’S INTERNATIONAL, INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent, any Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] 1 Select as applicable. Exhibit E - 1 Revolving Commitment Assigned Aggregate Revolving Commitments]] [Term Loans] Maximum Credit Amount for all Lenders Maximum Credit Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Share Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: By :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) 2 Set forth, to at least 9 decimals, as a percentage of the AgreementRevolving Commitment/Loans of all Lenders thereunder. [Consented to and3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________Jurisdiction of Tax Residence_ Title: By _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: ___________________ Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 :] 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans 3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to Administrative Agent a completed administrative questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Borrower, the types of facilities under Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________ NAME OF ASSIGNOR By:_Jurisdiction of Tax Residence_____________________________ Title: ASSIGNEE _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender _ NAME OF ASSIGNEE By: Name: Title: [:_________], as Issuing Bank By: Name: Title: [[_____]________________ Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Issuing Bank]5 Administrative Agent By: Name: _________________________________ Title: [Consented to:]6 XXXXXXX XXXX (USA)to: 4 COMCAST CORPORATION, INC. as Borrower By: Name: ________________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To 4 Must be included if for assignments on or prior to the Certain Funds Termination Date (other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.than

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Commitment/Loans2 Effective Date: _____________ ___, 20___ [TO 20[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee's compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: By ________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: By __________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: __________________________ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]; Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By ________Jurisdiction of Tax Residence_______________ Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By ________________________ Title: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To _ 3To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.. 4To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender. Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Amount of Percentage Assigned Assigned \2 Commitment/Loans for Commitment/Loans of Commitment/ all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Loans \3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 ----------------------- \2 Fill in the appropriate terminology for the types Types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” e.g., "Eurodollar" or “Tranche A-2 Term Loan Facility”). 3 "ABR") \3 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ------------------------------------ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: ------------------------------------ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: ------------------------------------ Title: XXXXX 0 XXXXXX XXXXXXXXX dated as of August 19, 2005 among NELNET, INC., the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________]CITIBANK,N.A., as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Syndication Agent STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % 1 Select as applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee (in the appropriate terminology for case of an Assignee that is not a Lender) agrees to deliver to the types of facilities under Administrative Agent a completed Administrative Questionnaire in which the Credit Agreement that are being assigned under this Assignment Assignee designates one or more credit contacts to whom all syndicate-level information (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term which may contain material non-public information about the Loan Facility” Parties or “Tranche A-2 Term Loan Facility”)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. 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. 416 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and]3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Name: Title: [Consented to:]4 PK SALE LLC By_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Company, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” other Borrowers and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence______ Title: ASSIGNEE [NAME OF ASSIGNOR] By: _________________________________]4 4 Assignee ______ Title: ________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Global Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to select (and complete) appropriate optionat least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Agent [and an Issuing Bank and Swingline Lender Lender]4 By: Name: _________________________________________________ Title: [[__________], as an Issuing Bank Bank]5 By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ____________________________________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. THE SCOTTS MIRACLE-GRO COMPANY By: Name: _________________________________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 ________________________ 4 To be added only if the consent of the Company or Issuing Banks and the Swiss Borrower Swingline Lender is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Issuing Banks is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrowers and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Agent By Name: Title: [Consented to:]6 XXXXXXX XXXX (USA)to:]5 THE XXXXX FINANCIAL COMPANIES, INC. By: L.L.L.P. By Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: XXXXXX X. XXXXX & CO., L.P. By Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 4 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned1 Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20__201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 The Assignee agrees to deliver to the Administrative Agent a completed 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, the Loan Parties and their Affiliates 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. The terms set forth in this Assignment and Assumption are hereby agreed to: 509265-0507-14367-Active.16359742.5 ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan FacilityCommitment”). 3 2 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 509265-0507-14367-Active.16359742.5 [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the AgreementConsented to and]3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMORGAN CHASE BANK, N.A.], as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Title: [Consented to:]4 [COTY INC.] By________________________________ Title: [NAME OF ANY OTHER RELEVANT PARTY]5 By__]______________________________ Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 4 4 Assignee to select (and complete) appropriate optionTo be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Consented to and Accepted: 5 To be added only if the consent of another party is required by the terms of the Credit Agreement. 509265-0507-14367-Active.16359742.5 ANNEX 1 The Credit Agreement dated as of September 29, 2014 among COTY INC., the Lenders parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INCthe other agents parties thereto. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment /Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment /Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ $ % $ $ $ % $ $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed 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, the Loan Parties 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:_____________________________ Name:___________________________ Title:____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:_____________________________ Name:___________________________ Title:____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “2021 Revolving Facility,” Commitment”, “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan FacilityCommitment”, etc.). 3 Set forth[Consented to and]3 Accepted: JPMORGAN CHASE BANK, so at least 9 decimalsN.A., as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment Administrative Agent, Issuing Bank and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] Swingline Lender By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: :_________________________________ Name:_Jurisdiction of Tax Residence: _____________________________ Title:_______________________________ [OTHER ISSUING BANKS], as Issuing Bank By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [:_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ________________ Title: :_______________________________ [Consented to:]6 XXXXXXX XXXX (USA)to:]4 PAPA JOHN’S INTERNATIONAL, INC. By: :________________________________ Name: :_____________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 :_______________________________ 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent, any Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ Commitment/Loans Senior First Lien Loan $91,348,576.00 $45,674,288.00 50.00% Effective Date: _____________ ___June 27, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill 2016 The Assignee agrees to deliver to Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Borrower, the types of facilities under Guarantor, and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: VARIAN MEDICAL SYSTEMS INTERNATIONAL AG By:_/s/ Xxxx X. Kuo_______________ Title: Director Confidential ASSIGNEE [NAME OF ASSIGNEE] By: Name: DEUTSCHE BANK AG, LONDON BRANCH By:_/s/Xxxxxxx Xxxxx _ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: Vice President By:_/s/ Tristyn Tran________________ Title: Authorized Signatory Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_/s/ Xxxx Xxxxxxx, Asc.__________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Assigned (e.g. “U.S. Revolving Commitments]] [Commitment,” “Canadian Revolving Commitment,” “U.S. Term Loans] ,” or “Canadian Term Loans”) Aggregate Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder $ $ % $ $ % $ $ % Effective Date: _____________ _________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates on or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Company, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and] Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ] By Title: [Consented to:]6 XXXXXXX XXXX (USA)to:] [JPMORGAN CHASE BANK, INC. By: Name: N.A., as Fronting Bank] By Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % Commitment/Loans $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Affiliates or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________ NAME OF ASSIGNOR By:_Jurisdiction of Tax Residence_____________________________ Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:_]4 4 Assignee to select (and complete) appropriate option. _____________________________ Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ___________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. to:] GRIFFON CORPORATION By: Name: ________________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By: Name: ________________________________ Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned2 [[2021] [2023] 1 Select as applicable. Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/ Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: :____________________________ Title: :_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: :___________________________ Title: Status of Assignee under Section 2.17(f)(iii) :_____________________________ 2 Set forth, to at least 9 decimals, as a percentage of the AgreementCommitment/Loans of all Lenders thereunder. [Consented to and]3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient Alter Domus (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: US) LLC, as Administrative Agent By:_________________________________ Name:_Jurisdiction of Tax Residence: _____________________________ Title:_______________________________ [Consented to:]4 [NAME OF RELEVANT PARTY] By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [:_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: _______________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 :_______________________________ 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Amount of Percentage Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Commitment/Loans Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ Facility Assigned Lenders Assigned Commitment/Loans ----------------- ------------------------ ---------------- ---------------- $__________ $__________ __________% Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ------------------------------------ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: ------------------------------------ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Exhibit A Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By ------------------------------------- Title: Consented to: TECUMSEH PRODUCTS COMPANY By: Name: ------------------------------------ Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Exhibit A ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantor, and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and] Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Title: [Consented to:] [NAME OF RELEVANT PARTY] By_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: C- HOU:0007002/04503:1584378v4 ANNEX 1 [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER____] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: :____________________________ Title: :_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ Consented to and Accepted: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: JPMorgan Chase Bank, N.A., as Administrative Agent [not a Qualifying Recipientand as Issuing Bank] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: By:_________________________________ Name:_Jurisdiction of Tax Residence_____________________________ Title:_______________________________ Consented to: Gulf Island Fabrication, Inc. By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [:_________], as Issuing Bank By: Name: Title: [[_____]_______________ Title:_______________________________ ANNEX 1 to ASSIGNMENT AND ASSUMPTION Tenth Amended and Restated Credit Agreement dated as of December 16, 2016 among Gulf Island Fabrication, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA)Administrative Agent, INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if and the other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.parties thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Commitment/Loans Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Facility Assigned Lenders Assigned Commitment/Loans ----------------- ------------------------ ---------------- ----------------------- $ $ % ----------------- ------------------------ ---------------- ----------------------- $ $ % ----------------- ------------------------ ---------------- ----------------------- $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower and its related parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee's compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence_ Title: ASSIGNOR [NAME OF ASSIGNOR] By: _________________________________]4 4 Assignee to select (and complete) appropriate option. _ Title: Consented to and Acceptedaccepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [Agent By _________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ______________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. Byto: Name: PULTE MORTGAGE LLC By ____________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.:

Assigned Interest. 965928.02B-CHISR02A - MSW Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of U.S. Commitments for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] U.S. Commitments Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 U.S. Commitments3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forthAssignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and]4 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMorgan Chase Bank, N.A., as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Title: EXHIBIT A 965928.02B-CHISR02A - MSW Consented to:5 [NAME OF RELEVANT PARTY] By__________________________________ Title: EXHIBIT A 965928.02B-CHISR02A - MSW [USE FOR TRANCHE B AND TRANCHE C ASSIGNMENTS]1 ASSIGNMENT AND ASSUMPTION CESIÓN Y XXXXXXXX This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”)[1]4 4 Assignee . Capitalized terms used but not defined herein shall have the meanings given to select them in the Credit Agreement identified below (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and complete) appropriate option. Consented Conditions set forth in Annex 1 attached hereto are hereby agreed to and Accepted: JPMORGAN CHASE BANKincorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. Este documento de Cesión y Xxxxxxxx (el “Documento de Cesión y Xxxxxxxx”) es suscrito por [Incluir nombre del Cedente] (el “Cedente”) y [Incluir nombre de Cesionario] (el “Cesionario”) en la Fecha de Efectividad (Effective Date) tal y como este término se describe más adelante. Salvo que en el presente documento se establezca lo contrario los términos en mayúscula tendrán el significado que a los mismos de les atribuye en el Contrato de Crédito que se define a continuación (tal y como el mismo sea modificado, N.A.novado extendido o refundido en cada momento, el “Contrato de Crédito”), copia del cual el Cesionario manifiesta xxxxx recibido por parte del Cedente. Los Términos y Condiciones (Standard Terms and Conditions) fijados en el Anexo 1 que se adjunta al presente documento son por la presente incorporados por referencia y se consideran acordados y aceptados formando parte de este Documento de Cesión y Xxxxxxxx, del mismo modo que si se hubieran reproducido íntegramente en el presente documento. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the Por un precio acordado, el Cedente, por la presente, vende y cede irrevocablemente al Cesionario, y el Cesionario, por la presente, compra y adquiere del Cedente, con sujeción a y de conformidad con los Términos y Condiciones (Standard Terms and Conditions) y con el Contrato de Crédito en la Fecha de Efectividad (Effective Date) introducida por el Agente Administrativo (Administrative Agent) tal y como se dispone a continuación, Issuing Bank and Swingline Lender By: Name: Title: [(i) todos los derechos y obligaciones del Cedente en su condición de Acreditante (Lender) bajo el _________], as Issuing Bank By: Name: Title: [[_____]_____ 1 Please note that any Assignee under Tranche B or Tranche C will need to obtain a Spanish Tax ID number, if it does not already have one. The Administrative Agent’s U.S. counsel can assist in obtaining such numbers. 1 Select as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INCapplicable. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss NonEXHIBIT A 965928.02B-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if CHISR02A - MSW extent related to the consent amount and percentage interest identified below of all of such outstanding rights and obligations of the Company Assignor under the respective facilities identified below (including any letters of credit, guarantees and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or the Swiss Borrower is required by the terms of 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 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 rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. Contrato de Crédito y bajo cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo en la medida en que estén relacionados con los importes y porcentajes de participación que se identifican más abajo relativos a todos aquellos derechos y obligaciones del Cedente pendientes bajo las correspondientes financiaciones identificadas a continuación (incluyendo cualesquiera cartas de crédito (letters of credit), garantías o avales (guarantees) y préstamos ‘swingline’ (swingline loans) que estén incluidas en dichas financiaciones) y (ii) en la medida que esté permitido ceder bajo el correspondiente derecho aplicable, cualesquiera reclamaciones (claims), demandas (suits), acciones (causes of action) así como cualesquiera otros derechos del Cedente (en su condición de Acreditante) contra cualquier Persona, ya sea conocida o no, que xxxxxx o se encuentren relacionados con el Contrato de Crédito, cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo o las operaciones crediticias (loan transations) reguladas bajo el mismo o de alguna manera basadas en o relacionadas sin limitación con cualesquiera de los siguientes, reclamaciones contractuales (contract claims), reclamaciones extracontractuales (tort claims), reclamaciones penales (malpractise claims), reclamaciones legales (statutory claims) y cualesquiera otros tipos de reclamaciones por ley o equidad que estén relacionadas con los derechos y obligaciones vendidos y cedidos de conformidad con las cláusulas (i) y (ii) anteriores serán conjuntamente referidas como la “Participación Cedida”). Dicha venta y cesión se hace sin recurso frente al Cedente, y salvo que expresamente se establezca en este Documento e Cesión y Xxxxxxxx, sin manifestaciones ni garantía por el Cedente.

Assigned Interest. Assignor[s]5 Assignee[s]6 Facility Assigned2 [[2021] [2023] Assigned7 Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/ Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/ Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment/ Loans8 CUSIP Number ________________ $ ___, 20_____________ $ _________ ____________ % ________________ $ ________________ $ _________ ____________ % ________________ $ ________________ $ _________ ____________ % Effective Date: , 20 [TO BE INSERTED BY THE APPLICABLE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in The Assignee agrees to deliver to the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 [Term Loan Facility” Administrative Agents][Revolver Administrative Agent]9 a completed administrative questionnaire in which the Assignee designates one or “Tranche A-2 Term more credit contacts to whom all syndicate-level information (which may contain material non-public information about each Borrower, the Loan Facility”)Parties and their Affiliates 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. 3 Set forth, so at least 9 decimals[Signature page follows] 5 List each Assignor, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderappropriate. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A.6 List each Assignee, as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreementappropriate.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Affiliates or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________ NAME OF ASSIGNOR By:_Jurisdiction _____________________________ Title: ASSIGNEE 3Set forth, to at least 9 decimals, as a percentage of Tax Residence: the Commitment/Loans of all Lenders. _________________________________ NAME OF ASSIGNEE By:_]4 4 Assignee to select (and complete) appropriate option. _____________________________ Title: [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: ___________________ Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. to:]5 TD AMERITRADE HOLDING CORPORATION By: Name: ________________________________ Title: [SWISS BORROWERNAME OF ANY OTHER RELEVANT PARTY] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: ________________________________ Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To 4To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender) is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021Assigned Assignor[s] [2023Assignee[s] Aggregate Revolving Commitments]] [Term Loans] for all Lenders Amount of Commitments / Loans Amount ofCommitments/ Loans Assigned PercentageAssigned ofCommitments/Loans CUSIPNumber $______________ $___________ ____________% $______________ $___________ ____________% $______________ $___________ ____________% [[20217. Trade Date: __________________] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types Exhibit E – 1 Form of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. and Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and] Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberBANK OF AMERICA, N.A., as Administrative Agent By: _________________________________Jurisdiction _ Name: Title: [Consented to:] [XXXXXXX WASTE SYSTEMS, INC., for itself and each of Tax Residencethe Borrowers referred to herein] By: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [_________]________, as Issuing Bank Swing Line Lender] By: _________________________________ Name: Title: [:] Exhibit E – 1 Form of Assignment and Assumption [_____]____________, as Issuing Bank]5 L/C Issuer] By: _________________________________ Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent Exhibit E – 1 Form of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Commitment Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20_201__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ______________________________ Name: Title: Status Address of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberAssignee: _________________________________Jurisdiction ___ ____________________________________ ____________________________________ 2 Set forth, to at least 9 decimals, as a percentage of Tax Residencethe Commitment/Loans of all Lenders thereunder. Consented to and Accepted: Community Banks of Colorado, as Administrative Agent By: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: __ Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. to: Synergy Resources Corporation By: _________________________________________________ Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the ANNEX 1 Synergy Resources Corporation Amended and Restated Credit Agreement.Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: :____________________________ Title: :_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ [Consented to and] Accepted: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By:_________________________________ Name:_Jurisdiction of Tax Residence: _____________________________ Title:_______________________________ [Consented to:] [NAME OF RELEVANT PARTY] By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [:_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: _______________ Title: [Consented to:]6 XXXXXXX XXXX (USA):_______________________________ ANNEX 1 to ASSIGNMENT AND ASSUMPTION ZOE'S KITCHEN, INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence_ Title: ASSIGNEE [NAME OF ASSIGNEE] By: _________________________________]4 4 Assignee to select (and complete) appropriate option. __ Title: Consented to and Accepted: JPMORGAN CHASE PNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent, Agent and Issuing Bank and Swingline Lender By: Name: Title: [_________]_________________________ Title: _____________________________ 2 Set forth, so at least 9 decimals, as percentage of the Commitment/Loans of all Lenders thereunder. JPMORGAN CHASE BANK, N.A., as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: _____________________________ Title: [Consented to:]6 XXXXXXX XXXX (USA)to:]3 WORTHINGTON INDUSTRIES, INC. By: Name: __________________________________ Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 _____________________________ 3 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: :____________________________ Title: :_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ [Consented to and] Accepted: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: JPMORGAN CHASE BANK, N.A., as Administrative Agent[not a Qualifying Recipient, Issuing Bank and Swingline Lender] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: By:_________________________________ Name:_Jurisdiction of Tax Residence: _____________________________ Title:_______________________________ [Consented to:] [NAME OF RELEVANT PARTY] By:________________________________ Name:__]4 4 Assignee ___________________________ Title:_______________________________ ANNEX 1 to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: ASSIGNMENT AND ASSUMPTION [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER____] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Guarantor and their related parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :_________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :_________________________________ Title: Status of Assignee under Section 2.17(f)(iii) 2 Set forth, to at least 9 decimals, as a percentage of the AgreementCommitment/Loans of all Lenders thererunder. [Consented to and]3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMorgan Chase Bank, National Association, as Administrative Agent By _________________________________Jurisdiction of Tax Residence_________ Title: [Consented to:]4 Old Republic Capital Corporation By _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: _ Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. ­­­­­­­­­­­­­­­­­­­­­­­­ Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the AgreementExhibit B Consented to and Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Title: Consented to: OXXX CORPORATION By_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: _ Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Exhibit B ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Tranche Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/L/C Obligations for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/ L/C Obligations Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/ L/C Obligations $ $ % $ $ % $ $ % Exhibit A - 1 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :_________________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :_________________________________ Name: Title: Status of Assignee under Section 2.17(f)(iii) of the AgreementConsented to and Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberNATIONAL AUSTRALIA BANK LIMITED, as Administrative Agent By: _________________________________Jurisdiction of Tax Residence_ Name: Title: Consented to: NATIONAL AUSTRALIA BANK LIMITED, as Several L/C Issuing Bank By: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [Consented to:1 ENSTAR GROUP LIMITED By: _________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: __________________ Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 :] 1 To be added only if the consent of the Company or the Swiss Borrower Parent is required by the terms of the Credit Agreement.. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed 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, the Loan Parties 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:_________________________ Name:_______________________ Title:________________________ ASSIGNEE [NAME OF ASSIGNEE] By:_________________________ Name:_______________________ Title:________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving FacilityCommitment,” “2023 Revolving FacilityTerm Commitment,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set etc.) 3Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]4 Accepted: ASSIGNOR [NAME OF ASSIGNORADMINISTRATIVE AGENT], as Administrative Agent[, Issuing Bank and Swingline Lender] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________ Name:_________Jurisdiction of Tax Residence: ______________ Title:________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By:_________________________ Name:_________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: _____ Title: [[:_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To ___________________ 4To be added only if the consent of the Company or the Swiss Borrower Administrative Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 to ASSIGNMENT AND ASSUMPTION Credit Agreement dated as of August 14, 2020 among USA Technologies, Inc., a Pennsylvania corporation, the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and each lender from time to time party thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned3 Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME ASSIGNEE[NAME OF ASSIGNEE] By: Name: Title: Status ________________________ 3 Fill in the appropriate terminology for the types of Assignee facilities under Section 2.17(f)(iiithe Loan Agreement that are being assigned under this Assignment (e.g., “Term Loan Commitment,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the AgreementCommitment/Loans of all Lenders thereunder. [Consented to and]5 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_________________________________Jurisdiction of Tax Residence_ Name: Title: [Consented to:]6 BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: __________ 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Loan Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term other Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: _______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: _______________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction ______ 2 Set forth, to at least 9 decimals, as a percentage of Tax Residencethe Commitment/Loans of all Lenders thereunder. [Consented to and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By: _________________________________ Title: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To _ 3To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.. 4To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties 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. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK[BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swingline Lender Agent By: NameTitle:]3 Consented to: GENERAL MOTORS COMPANY By: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the 3 Prior written consent of the Company or and the Swiss Borrower Administrative Agent, is required by unless, (x) in the terms case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement.Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Commitment/ Loans Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Loans Assigned Amount of Unused Commitment Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment and Loans2 Acquisition Loan $ $ $ % Project Loan $ $ $ % Building Loan $ $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence__ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: __ Name: Title: Applicable Lending Office Address for Notices: Telephone No.: ( ) Telecopier No.: ( ) 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]3 Accepted: EUROHYPO AG, NEW YORK BRANCH, as Administrative Agent By:_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: ______________________ Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: ____________________________________ Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.Loan Agreements. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed 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, the Loan Parties 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[NAME OF ASSIGNOR] By: Title: ASSIGNEE[NAME OF ASSIGNEE] By: Title: ________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “2021 Revolving FacilityCommitment,” “2023 Revolving FacilityTerm Loan Commitment,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). etc.) 3 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]4 Accepted: ASSIGNOR [NAME OF ASSIGNOR] JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: :_________________________________Jurisdiction of Tax Residence_ Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [NAME OF RELEVANT PARTY] By:_________], as Issuing Bank By: _______________________ Name: Title: [[NAME OF RELEVANT PARTY] By:_____], as Issuing Bank]5 By: ___________________________ Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 ________________________ 4 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned9 Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________]11 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: :______________________________ Title: Status of Assignee under Section 2.17(f)(iii) of the AgreementAccepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: CITIZENS BANK, N.A., as Administrative Agent By:_________________________________Jurisdiction of Tax Residence_____ Name: Title: TRC COMPANIES, INC. as the Borrower12 By:_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _____ Name: Title: [_________]9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Commitment,” etc.) 10 Set forth, to at least 9 decimals, as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INCa percentage of the Commitment/Loans of all Lenders thereunder. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 11 To be included if other Lender(s) become Issuing Banks. 6 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.Trade Date. 12 If required. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment for all Lenders Lenders* Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Commitment Assigned* Percentage Assigned of [[2021] [2023] Commitment1 Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Advances $ ________________ $ % $ $ % $ $ % Effective Date: ________________ ___, 20___________ % Or [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER USED IN THE REGISTER THEREFOR.CASE OF AN AFFILIATE ASSIGNMENT ONLY] 2 Fill in the appropriate terminology for the types Amount of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference NumberAdvance Assigned Warehouse Asset to which Assigned Advance Relates $________________ ________________ Effective Date: __________________, 20_______________Jurisdiction of Tax Residence_ The terms set forth in this Assignment and Assumption are hereby agreed to: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE ASSIGNOR [XXXXXX XXXXXXX BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender ] By: Name: Title: Authorized Signatory ASSIGNEE [_________], as Issuing Bank NAME OF ASSIGNEE] By: Name: Title: [[_____]1 Set forth, to at least 9 decimals, as Issuing Bank]5 a percentage of the Commitment of all Lenders thereunder. Accepted: XXXXXX XXXXXXX SENIOR FUNDING, INC. as Administrative Agent By: Name: Title: Authorized Signatory [Consented to:]6 XXXXXXX XXXX (USA)to: [ ], INC. on behalf of [ ] By: Name: Title: [SWISS BORROWERTitle:][NOT REQUIRED IN THE CASE OF AN AFFILIATE ASSIGNMENT] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.ANNEX 1 TO ASSIGNMENT AND ASSUMPTION BCRED MAROON PEAK FUNDING LLC CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] for Amount of Commitment/Loans of all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [/Loans2 CUSIP Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Loan Commitment $ $ % $ $ % Incremental Revolving Loan Commitment $ $ % Effective Date: _____________ ____, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence_ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _________________________________]4 4 Assignee _ Name: Title: 2 Set forth, to select (and complete) appropriate optionat least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A.CITADEL SECURITIES TRADING LLC, as Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: __________ Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. to:]3 ALLEGIANT TRAVEL COMPANY By: ________________________ Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 3 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. 1 Select as appropriate. 2 Include bracketed language if there are either multiple Assignors or multiple Assignees. Facility Assigned2 [[2021] [2023] Assigned Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”). 3 Set forththeir respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as AS Administrative Agent, Issuing Bank and Swingline Lender Agent By: Name: Title: [_________], as Consented to:]3 [Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 Bank] By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA)to:]4 SAILPOINT TECHNOLOGIES, INC. By: Name: Title: [SWISS BORROWER] [3 Include any if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included required pursuant to Section 9.04(b). 4 Include any if other Lender(s) become Issuing Banksrequired pursuant to Section 9.04(b). 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] Amount of Commitment/Loans for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 [[2021$] [2023$] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The Assignee (in the appropriate terminology for case of an Assignee that is not a Lender) agrees to deliver to the types of facilities under Administrative Agent a completed Administrative Questionnaire in which the Credit Agreement that are being assigned under this Assignment Assignee designates one or more credit contacts to whom all syndicate-level information (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term which may contain material non-public information about the Loan Facility” Parties and their Related Parties or “Tranche A-2 Term Loan Facility”)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. 3 2 Set forth, so to at least 9 decimals, as a percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement[Consented to and]3 Accepted: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By_________________________________Jurisdiction of Tax Residence_ Name: Title: [Consented to:]4 KIMCO REALTY CORPORATION By_________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: _ Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 3 To be added only if the consent of the Company or the Swiss Borrower Administrative Agent is required by the terms of the Credit Agreement.