Common use of Initial Credit Event Clause in Contracts

Initial Credit Event. The obligation of Bank to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedent: (a) Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ and Bank; (ii) duly executed Notes of ▇▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by Bank, together with (A) UCC financing statements to be filed against TDI, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (C) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bank, and (D) deposit account, securities account, and commodity account control agreements to the extent requested by Bank; (iv) copies of TDI’s and ▇▇▇▇▇▇ Purchaser’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (v) copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchaser’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchaser’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vi) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in good standing or active status (as applicable), and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualification; (vii) a list of ▇▇▇▇▇▇▇▇’s Authorized Representatives; (viii) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisition; (ix) financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and each Guarantor, evidencing the absence of Liens on its Property except as permitted by Section 7.2; (x) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates); (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xvii) such other agreements, instruments, documents, certificates, and opinions as Bank may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.

Initial Credit Event. The obligation of Bank each Lender and each L/C Issuer to participate in any the initial Credit Event hereunder is subject to satisfaction or waiver by Bank the applicable party of the following conditions precedent: (a) Bank Administrative Agent shall have received each of the following, in each case (ix) duly executed by all applicable parties, (iiy) dated a date satisfactory to Bank Administrative Agent, and (iiiz) in form and substance satisfactory to BankAdministrative Agent: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ and BankAgreement; (ii) duly executed if requested by any Lender, Notes of ▇▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) the Assignment Collateral Documents, together with, to the extent required pursuant to any Collateral Document, (A) original stock certificates or other similar instruments or securities representing all of the issued and Amendment to Security Agreementoutstanding equity interests in each applicable Subsidiary as of the Closing Date, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, (B) stock powers for the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each consisting of the other Collateral Documents required by Bankequity interest in each Subsidiary executed in blank and undated, together with (AC) UCC financing statements to be filed against TDIBorrower and each applicable Subsidiary, as debtor, in favor of BankAdministrative Agent, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (CD) patent, trademark, industrial design and copyright collateral agreements to the extent requested by BankCollateral Documents, and (DE) deposit account, securities account, and commodity account control agreements to the extent requested by Bankagreements; (iv) evidence of insurance required to be maintained under the Loan Documents; (v) copies of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or Assistant Secretaryother director or officer; (vvi) copies of resolutions of TDIeach Loan Party’s and ▇▇▇▇▇▇ Purchaser’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and therebythereby and appointing authorized signatories to execute the Loan Documents to which it is a party on its behalf, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s behalf, all certified in each instance by its Secretary, Assistant Secretary or Assistant Secretary; (vi) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in good standing other director or active status (as applicable), and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationofficer; (vii) to the extent applicable, copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from its jurisdiction of incorporation or organization; (viii) a list of ▇▇▇▇▇▇▇▇’s Authorized Representatives; (viiiix) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisitioninitial fees called for by Section 2.11; (ixx) to the extent applicable, financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ Borrower and each Guarantor, applicable Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 7.2; (xxi) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target Borrower and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) each applicable Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”Borrower or any applicable Subsidiary) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall an undertaking to cause to be delivered to Bank Administrative Agent UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of Borrower and each applicable Subsidiary; (xii) the favorable written opinion of counsel to ▇▇▇▇▇▇▇▇ Target and each Guarantor (including or with respect to any Loan Party that is a Foreign Subsidiary, the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices Administrative Agent); (xiii) a fully executed Internal Revenue Service Form W-9 for any bank account control agreementsBorrower; (xiv) or the “Purchased Shares” (as defined a solvency certificate in the form of Exhibit I; (xv) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have been satisfied; (xvi) financial information of Cartesian Growth Corporation, ▇▇▇▇▇▇▇▇▇ Purchase Document); Wealth Management Holdings, LLC and (v) its subsidiaries, TIG Trinity Management, LLC and its subsidiary, TIG Trinity GP, LLC and its subsidiaries, and Alvarium Investments Limited, as filed with the return of any physical Collateral (including share certificates)Securities and Exchange Commission on Form S-4; (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xiixvii) a favorable written opinion of counsel pro forma Compliance Certificate after giving effect to TDI and ▇▇▇▇▇▇ Purchaserthe Transactions; (xiiixviii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of samefully executed Beneficial Ownership Certification; and (xviixix) such other agreements, instruments, documents, certificates, and opinions as Bank Administrative Agent may reasonably request. (b) Bank The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuers. (c) The SPAC Transaction shall have been, or will concurrently with the closing of this Agreement, be consummated in accordance with applicable law and on satisfactory terms in accordance with the Business Combination Agreement. (d) No provision of the Business Combination Agreement shall have been waived, amended, supplemented or otherwise modified without approval of the Lenders if such waiver, amendment or supplement would have a material adverse effect on the rights and remedies of the Lenders in respect of the Loan Documents. For the avoidance of doubt, any waiver or amendment to the definition of Material Adverse Effect in the Business Combination Agreement is deemed to have a material adverse effect for purposes of this clause (d). (e) Administrative Agent shall have received the initial fees called for by Section 2.11the Loan Documents, together with all other fees, costs and expenses required to be paid by Borrower at or before closing;. (cf) The capital and organizational structure of Borrower Administrative Agent and its Subsidiaries counsel shall have completed all legal, tax and regulatory due diligence, including all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses Administrative Agent in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00its sole discretion.

Initial Credit Event. The obligation of Bank to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedent: (a) Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ Borrower and Bank; (ii) if requested by Bank, duly executed Notes of ▇▇▇▇▇▇▇▇ Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by Bank, together with (Ai) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each of the entities being pledged as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each entity being pledged, executed in blank and undated, (iii) UCC financing statements to be filed against TDIBorrower and each Subsidiary, as debtor, in favor of Bank, as secured party, and (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (Civ) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bank, and (D) deposit account, securities account, and commodity account control agreements to the extent requested by Bank; (iv) evidence of all insurance required to be maintained under the Loan Documents; (v) copies of TDI’s and ▇▇▇▇▇▇ PurchaserBorrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (vvi) copies of resolutions of TDI’s and ▇▇▇▇▇▇ PurchaserBorrower’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ PurchaserBorrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vivii) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are Borrower is validly existing, in good standing or active status (as applicable)standing, and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ PurchaserBorrower’s or such Subsidiary’s business requires such qualification; (viiviii) a list of ▇▇▇▇▇▇▇▇Borrower’s Authorized Representatives; (viiiix) $1,168,058 of the MGL Seller Note shall be paid; (x) a pro forma Borrowing Base Certificate certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, after giving effect not earlier than thirty (30) days prior to the ▇▇▇▇▇▇ Acquisitionmaking of the initial extension of credit hereunder; (ixxi) financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ Borrower and each Guarantor, Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 7.2; (xxii) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target Borrower and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”Borrower or any Subsidiary) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall an undertaking to cause to be delivered to Bank Bank, UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, Borrower and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates)each Subsidiary; (xixiii) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended.terminated; (xiixiv) a favorable written opinion of counsel to TDI and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bankeach Subsidiary; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian fully executed Internal Revenue Service Form W-9 for Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xviixvi) such other agreements, instruments, documents, certificates, and opinions as Bank may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank, including, without limitation, the structure and terms of any preferred equity securities of Borrower shall be satisfactory to Bank; (d) completion of all due diligence with respect to Borrower and its Subsidiaries which shall be satisfactory to Bank, including, without limitation, confirmatory third party due diligence including a field exam, satisfactory discussions with Borrower’s accountants and an insurance review; (e) all legal, tax and regulatory matters relating the Loans and any transactions financed with the proceeds thereof shall be satisfactory to Bank; (f) Bank shall have received each document (including UCC financing statements) required by the Collateral Documents or under law or reasonably requested by Bank to be filed, registered or recorded in order to create in favor of Bank a perfected Lien on the collateral described therein, prior to any other Liens (subject only to Liens permitted pursuant to Section 7.2), in proper form for filing, registration or recording; (g) there shall not have occurred since December 31, 2015, any developments or events which individually or in the aggregate with other such circumstances has had or could reasonably be expected to have a Material Adverse Effect; (h) after giving effect to the initial Credit Event, Minimum Availability of $3,000,000.00; and (di) After giving effect to Bank shall have received a completed third party verification for the ▇▇▇▇▇▇ AcquisitionTrizetto platform implementation, each initial Credit Eventtogether with auditor confirmation that licensing fee revenues of $3,100,000 will be recognized in financial statements of Borrower and its Subsidiaries for the period ending as of June 30, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.002016.

Initial Credit Event. The obligation of Bank to participate in any initial Before or concurrently with the first Credit Event hereunder is subject to satisfaction or waiver occur following the execution and delivery of this Agreement by Bank of the following conditions precedentBorrowers: (a) Bank the Administrative Agent shall have received for each Lender the favorable written opinions of the following, in each case (i) duly executed by all applicable partiesPreston, (ii) dated a date satisfactory Gates & ▇▇▇▇▇, LLP, counsel to Bank the U.S. Borrower and (iii) each Domestic Subsidiary, in substantially the forms of Exhibit H hereto, and otherwise in form and substance satisfactory to Bank: the Required Lenders, (iii) this Agreement duly executed by ▇Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Australian counsel to the Lenders, in form and Bank; substance satisfactory to the Required Lenders, and (iiiii) duly executed Notes of ▇▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by Bank, together with (A) UCC financing statements to be filed against TDI, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtorsspecial New Zealand counsel to the Lenders, in favor of Bank, as secured party (C) patent, trademark, industrial design form and copyright collateral agreements substance satisfactory to the extent requested by Bank, and (D) deposit account, securities account, and commodity account control agreements to the extent requested by BankRequired Lenders; (ivb) copies of TDI’s and ▇▇▇▇▇▇ Purchaser’s articles of incorporation and bylaws the Administrative Agent shall have received for each Lender (or comparable organizational documentsi) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (v) copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchaser’s the Board of Directors (or similar governing bodycomparable authorizing documents) of the U.S. Borrower authorizing the execution, delivery and performance of this Agreement and such Borrower's Notes (if applicable), indicating the authorized signers of this Agreement and such Borrower's Notes (if applicable) and all other Loan documents relating thereto and the specimen signatures of such signers and (ii) copies of such Borrower's Certificate of Incorporation and by-laws (or other comparable constituent documents) certified by the Secretary or other appropriate officer of such Borrower together with (if available in the relevant jurisdiction) a certificate of good standing (or similar document) certified by the appropriate governmental officer in the jurisdiction of such Borrower's organization; (c) the Administrative Agent shall have received for each Lender, in respect of each Australian Borrower (i) a certified extract of the minutes of a meeting of the Board of Directors of the Australian Borrower evidencing resolutions authorizing its execution, delivery and performance of the Relevant Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchaser’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vi) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in good standing or active status (as applicable), and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualification; (vii) a list of ▇▇▇▇▇▇▇▇’s Authorized Representatives; (viii) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisition; (ix) financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and each Guarantor, evidencing the absence of Liens on its Property except as permitted by Section 7.2; (x) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forthproviding confirmations regarding, among other things, directors' self-interested transactions, corporate benefit, solvency, financial assistance and related party transactions, and indicating the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt authorized signers of the Payoff Amount that (i) Relevant Documents to which it is a party and all indebtedness, liabilities and obligations have been satisfied in fullother documents relating thereto, (ii) all Liens have been discharged and released (in the case a copy of the ▇▇▇▇▇▇ Sellersspecimen signatures of such signers, only Liens on certified by a director or company secretary of the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document)Australian Borrower, (iii) all loan, guarantee and security documents delivered by a certified copy of each document which evidences any other necessary corporate or other action of the Kobelt Target are terminated and releasedAustralian Borrower in connection with the Relevant Documents to which it is a party, (iv) they shall cause a certified copy of the power of attorney under which the Relevant Documents to which the Australian Borrower is a party were or are to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document)signed on its behalf, together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets evidence of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the registration, where registration is required by applicable governmental offices in which Lien filings were madelaws, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) a copy of the return Australian Borrower's certificate of any physical Collateral (including share certificates); (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in incorporation and constituent documents certified by a director or company secretary of the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in fullAustralian Borrower, and that all agreements for the purposes of this paragraph (c), "Relevant Documents" means this Agreement, the Australian Amendatory Documents, the Subscription Agreement, the Intercreditor Agreement and instruments governing indebtedness and that all Liens securing such indebtedness have been (any other Loan Document or concurrently with the initial Borrowing will be) terminated related notice, certificate or amended. (xii) a favorable written opinion of counsel to TDI and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow document to be released from escrow automatically and with no further action executed by any party hereto upon or on behalf of an Australian Borrower on or about the Canadian Borrower providing satisfactory evidence to Bank date of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xvii) such other agreements, instruments, documents, certificates, and opinions as Bank may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closingthis Agreement; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.

Initial Credit Event. The obligation of Bank to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedent: (a) Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) i. this Agreement duly executed by ▇▇▇▇▇▇▇▇ each Borrower [and its Subsidiaries] and Bank; (ii) . if requested by Bank, duly executed Notes of ▇▇▇▇▇▇▇▇ each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) . the Assignment of Mortgage and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances Agreements and each of the other Collateral Documents required by Bank, together with (Ai) UCC financing statements to be filed against TDIeach Borrower, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (Cii) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bank, and (Diii) deposit account, securities account, and commodity account control agreements to the extent requested by Bank; (iv) . evidence of all insurance required to be maintained under the Loan Documents; v. copies of TDI’s and ▇▇▇▇▇▇ Purchasereach Borrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (v) vi. copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchasereach Borrower’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchasersuch Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vi) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in vii. copies of the certificates of good standing for each Borrower (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or active status (as applicable), organization and of each state in which it is qualified to engage in do business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationas a foreign corporation or organization; (vii) viii. a list of ▇▇▇▇▇▇▇▇each Borrower’s Authorized Representatives; ix. a mortgagee’s title insurance policy (viiior a prepaid binding commitment therefor) in form and substance acceptable to Bank from a pro forma Borrowing Base Certificate title insurance company acceptable to Bank in the form attached hereto as Exhibit B showing aggregate amount of $6,100,000.00 insuring the computation Lien of the Borrowing Base in reasonable detail Mortgages to be valid first priority Liens subject to no defects or objections which are unacceptable to Bank, together with such endorsements as Bank may require; x. a survey prepared by a licensed surveyor on each parcel of real property subject to the Lien of the close Mortgages, which survey shall also state whether or not any portion of business on February 14, 2025, after giving effect the real property is in a federally designated flood hazard area; xi. a report of an independent firm of environmental engineers acceptable to Bank concerning the environmental hazards and matters with respect to the ▇▇▇▇▇▇ Acquisitionparcels of real property subject to the Lien of the Mortgages, together with a reliance letter thereon acceptable to Bank; (ix) xii. an appraisal report prepared for Bank by a state certified appraiser selected by Bank, which appraisal report describes the fair market value of the property subject to the Lien of the Mortgages and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; xiii. such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of each Borrower and their Subsidiaries, and the lack of material contingent liabilities of each Borrower and their Subsidiaries; xiv. financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and each Guarantor, Borrower evidencing the absence of Liens on its Property except as permitted by Section 7.2; (x) xv. pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) each Borrower setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”any Borrower or any Subsidiary) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall an undertaking to cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates)such Borrower; (xi) xvi. evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amendedterminated. (xii) xvii. a favorable written opinion of counsel to TDI and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements fully executed Internal Revenue Service Form W-9 for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian each Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xvii) xviii. such other agreements, instruments, documents, certificates, and opinions as Bank may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or Borrowers before closing;; and (c) The the capital and organizational structure of Borrower Borrowers and its their Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.

Initial Credit Event. The obligation of Bank each Lender and the L/C Issuer to participate in any the initial Credit Event hereunder is subject to satisfaction or waiver by Bank the applicable party of the following conditions precedent: (a) Bank Administrative Agent shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank Administrative Agent, and (iii) in form and substance satisfactory to BankAdministrative Agent: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ and BankAgreement; (ii) duly executed if requested by any Lender, Notes of ▇▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.102.9; (iii) the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, together with, to the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other extent Collateral Documents required by Bank, together with (A) UCC financing statements to be filed against TDIeach Loan Party, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank739016937 20664705 Administrative Agent, as secured party and (CB) patent, trademark, industrial design and copyright collateral agreements Collateral Documents, to the extent requested by Bank, and (D) deposit account, securities account, and commodity account control agreements to the extent requested by BankAdministrative Agent; (iv) evidence of insurance required to be maintained under the Loan Documents; (v) copies of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (vvi) copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchasersuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vivii) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or active status (as applicable), organization and of each state in which it is qualified to engage in do business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationas a foreign corporation or organization; (viiviii) a list of ▇▇▇▇▇▇▇▇Borrower’s Authorized Representatives; (viiiix) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisitioninitial fees called for by Section 2.10; (ixx) financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and each Guarantor, Loan Party evidencing the absence of Liens on its Property except as permitted by Section 7.2; (xxi) pay satisfactory pay-off letters for all existing Indebtedness required to be repaid and lien release or amendment letters from secured creditors which confirms that all Liens upon any of ▇▇▇▇▇▇ Target the property of Borrower and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding each Guarantor constituting Collateral will be terminated concurrently with such payment and owing to them (or outstanding all letters of credit issued for the account or guaranteed as part of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations such Indebtedness shall have been satisfied in full, (ii) all Liens have been discharged and released (in the case cash collateralized or supported by a Letter of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates)Credit; (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a the favorable written opinion of counsel to TDI Borrower and ▇▇▇▇▇▇ Purchasereach Guarantor; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bankfully executed Internal Revenue Service Form W-9 for Borrower; (xiv) five-year projected unaudited quarterly financial statements for Borrower (including an income statement, a balance sheet, and a closing balance sheet cash flow statement) of Borrower for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form prior three fiscal quarters preceding the Closing Date and substance previously provided to Banka pro forma compliance certificate; (xv) complete, signed copies a solvency certificate in the form of the ▇▇▇▇▇▇ Purchase Documents;Exhibit I; and (xvi) a certificate, confirming that the Post-▇▇▇▇▇▇ Amalgamation Deliveries conditions set forth in Section 4.2(a) and (other than the certificate and articles of amalgamation and b) below have been satisfied. 739016937 20664705 (xvii) a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of samefully executed Beneficial Ownership Certification; and (xviixviii) such other agreements, instruments, documents, certificates, and opinions as Bank Administrative Agent may reasonably request. (b) Bank The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuer. (c) Administrative Agent shall have received the initial fees called for by Section 2.11the Loan Documents, together with all other fees, costs and expenses required to be paid by Borrower at or before closing;. (cd) The capital and organizational structure of Borrower Administrative Agent and its Subsidiaries counsel shall have completed all legal, tax and regulatory due diligence, including without limitation all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses Administrative Agent in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00its sole discretion.

Initial Credit Event. The obligation of Bank to participate in any Before or concurrently with the initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedentEvent: (a) the Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ the Borrower and its Domestic Subsidiaries, as Guarantors, and the Bank; (iib) the Bank shall have received duly executed Notes of ▇▇▇▇▇▇▇▇ the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iiic) the Assignment of and Amendment to Bank shall have received the Security Agreement, Agreement duly executed by the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by BankLoan Parties, together with (Ai) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (limited in the case of any first tier Foreign Subsidiary to 66% of the Voting Stock and 100% of any other equity interests as provided in Section 11.1) as of the Closing Date, (ii) stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary, (iii) UCC financing statements to be filed against TDIeach Loan Party, as debtor, in favor of the Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (Civ) patent, trademark, industrial design and copyright collateral agreements to the extent requested by the Bank, and (Dv) deposit account, securities account, and commodity account control agreements to the extent requested by the Bank, (vi) Collateral Access Agreements to the extent requested by the Bank, and (vii) a duly completed and executed Perfection Certificate; (ivd) the Bank shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Bank as mortgagee/lender’s loss payee and as an additional insured, as applicable; (e) the Bank shall have received copies of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (vf) the Bank shall have received copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s behalf, all certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (vig) such documents and certifications as the Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or active status (as applicable), organization and of each state in which it is qualified to engage in do business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationas a foreign corporation or organization; (viih) the Bank shall have received a list of ▇▇▇▇▇▇▇▇the Borrower’s Authorized Representatives; (viiii) the Bank shall have received a pro forma certificate as to the Borrower’s Designated Disbursement Account; (j) the Bank shall have received the initial fees called for by Section 3.1; (k) the capital and organizational structure of the Loan Parties and their Subsidiaries shall be satisfactory to the Bank; (l) the Bank shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, including but not limited to completion of a field audit; (m) the Bank shall have received (i) audited financial statements (including an income statement, a balance sheet, and a cash flow statement) of the Loan Parties for the Fiscal Year ended December 28, 2012, (ii) unaudited Fiscal Month financial statements (including an income statement and a balance sheet) of the Loan Parties for the Fiscal Year-to-date period ended November 22, 2013 and for the most recent Fiscal Month ended prior to the Closing Date, (iii) substantially complete draft unaudited financial statements (including an income statement and a balance sheet) of the Loan Parties for the Fiscal Year ended December 27, 2013 and (iv) 1-year projected financial statements of the company as of November 22, 2013, in each case in form and substance reasonably acceptable to the Bank and certified to by a Financial Officer of the Borrower; (n) the Bank shall have received a Borrowing Base Certificate in prepared by the form attached hereto as Exhibit B showing the computation Borrower and certified to by a Financial Officer of the Borrowing Base in reasonable detail Borrower evidencing Excess Availability of at least $5,000,000 as of the close of business on February 14, 2025, Closing Date after giving effect to the ▇▇▇▇▇▇ Acquisitioninitial Credit Event and the transactions contemplated hereby and payment of all costs and expenses in connection therewith; (ixo) the Bank shall have received a certificate from a Responsible Officer of the Borrower certifying that (i) the solvency of the Loan Parties and their Subsidiaries as of the Closing Date after giving effect to the initial Credit Event and the transactions contemplated hereby and payment of all costs and expenses in connection therewith; (ii) since December 28, 2012, no Material Adverse Effect has occurred; (iii) the TTM EBITDA as of the Fiscal Month ended November 22, 2013, is not less than $3,000,000 and (iv) the Total Leverage Ratio is not greater than 0.75 to 1.00, on a pro forma basis calculated based on TTM EBITDA as of the Fiscal Month ended November 22, 2013, and after giving effect to all extensions of Credit made on the Closing Date; (p) the Bank shall have received financing statement, tax, and judgment lien search results against the each Loan Party and its Property of ▇▇▇▇▇▇▇▇ and each Guarantor, evidencing the absence of Liens on its Property thereon except as permitted by Section 7.28.8; (xq) pay the Bank shall have received pay-off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target the Loan Parties (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase DocumentLiens permitted by Sections 8.7 and 8.8) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”any Loan Party or its Subsidiaries) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall an undertaking to cause to be delivered to the Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including any Loan Party or any Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance acceptable to the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates)Bank; (xir) evidence reasonably satisfactory to the Bank that all indebtedness to creditors referenced in shall have received the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI each Loan Party, in form and ▇▇▇▇▇▇ Purchaser; (xiii) evidence substance satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to the Bank; (xivs) fivethe Bank shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by the Bank required by bank regulatory authorities under applicable “know your customer” and anti-year projected financial statements money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.16; and the Bank shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (each other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of sameLoan Party; and (xviit) the Bank shall have received such other agreements, instruments, documents, certificates, and opinions as the Bank may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.

Initial Credit Event. The obligation of Bank to participate in any Before or concurrently with the initial Credit Event hereunder is subject to satisfaction or waiver by Bank of on the following conditions precedentClosing Date: (a) Bank the Administrative Agent shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ the Loan Parties, the L/C Issuer, and Bankthe Lenders; (iib) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of ▇▇▇▇▇▇▇▇ the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iiic) the Assignment Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and Amendment to Security Agreement, outstanding shares of capital stock or other equity interests in the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances Guarantors and each Subsidiary of the other Collateral Documents required by BankBorrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, together with (Aiii) UCC financing statements to be filed against TDI, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchasereach Loan Party, as debtors, in favor of Bankthe Administrative Agent, as secured party party, (Civ) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bankthe Administrative Agent, and (Dv) deposit account, securities account, a duly completed and commodity account control agreements to the extent requested by Bankexecuted Perfection Certificate; (ivd) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent; (e) the Administrative Agent shall have received copies of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (vf) the Administrative Agent shall have received copies of resolutions of TDIeach Loan Party’s and ▇▇▇▇▇▇ Purchaser’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretaryan authorized officer; (vig) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, or active status (such other date as applicable), and qualified the Administrative Agent may agree to engage in business in its jurisdiction discretion) from the office of organization and in any other jurisdiction in which the nature secretary of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationthe state of its incorporation or organization; (viih) the Administrative Agent shall have received a list of ▇▇▇▇▇▇▇▇the Borrower’s Authorized Representatives; (viiii) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing Administrative Agent shall have received the computation of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisitioninitial fees called for by Section 3.1; (ixj) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders; (k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent; (l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent; (m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent; (n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ each Loan Party and each Guarantor, evidencing the absence of Liens on its Property except as permitted to the extent reasonably required by Section 7.2the Administrative Agent; (x) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (vo) the return of any physical Collateral (including share certificates); (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in Administrative Agent shall have received the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDIeach Loan Party, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided reasonably satisfactory to Bankthe Administrative Agent; (xvp) complete, signed copies (i) each of the ▇▇▇▇▇▇ Purchase DocumentsLenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied); (xviq) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and Administrative Agent shall have received a certificate of good standing that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Canadian Closing Date by an authorized representative of the Borrower, each of which in form and substance reasonably satisfactory to the Administrative Agent; (r) the Administrative Agent shall be delivered have received payoff letters and releases with respect to Bank as soon as possible upon receipt) delivered in escrow the Existing Credit Agreement to be released from escrow automatically and with no further action the extent reasonably required by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of sameAdministrative Agent; and (xviis) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as Bank the Administrative Agent may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.

Initial Credit Event. The obligation of Bank to participate in any Before or concurrently with the initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedentEvent: (a) Bank the Administrative Agent shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ the Borrowers, the Guarantors, and Bankthe Lenders; (iib) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of ▇▇▇▇▇▇▇▇ the Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 2.101.11 hereof; (iiic) the Assignment of and Amendment to Administrative Agent shall have received the Security Agreement, Agreement duly executed by the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by BankLoan Parties, together with (Ai) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests, to the extent such equity interests are certificated, in each Domestic Subsidiary as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest, to the extent such equity interests are certificated, in each Domestic Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against TDIeach Loan Party, as debtor, in favor of Bankthe Administrative Agent, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (Civ) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bankthe Administrative Agent, and (Dv) deposit account, securities account, and commodity account control agreements to the extent requested by Bankthe Administrative Agent; (ivd) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured and lender’s loss payee; (e) the Administrative Agent shall have received copies of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (vf) the Administrative Agent shall have received copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vig) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or active status (as applicable), organization and of each state in which it is qualified to engage in do business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationas a foreign corporation or organization; (viih) the Administrative Agent shall have received a list of ▇▇▇▇▇▇▇▇each Loan Party’s Authorized Representatives; (viiii) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing Administrative Agent shall have received the computation initial fees called for by Section 2.1 hereof; (j) the capital and organizational structure of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, each Loan Party and Subsidiary after giving effect to the ▇▇▇▇▇▇ AcquisitionRelated Transaction shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer and all legal, tax, and regulatory matters relating to transactions contemplated hereby including the Related Transactions shall be satisfactory to the Administrative Agent; (ixk) each Lender and the L/C Issuer shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of each Loan Party and Subsidiary, and the lack of material contingent liabilities of each Loan Party and Subsidiary; (l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and each Guarantor, the Loan Parties evidencing the absence of Liens on its Property except as permitted by Section 7.28.8 hereof or liens to be terminated referenced in (m) below; (xm) pay the Administrative Agent shall have received pay-off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target the Loan Parties and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”any Loan Party or any Subsidiary) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall an undertaking to cause to be delivered to Bank the Administrative Agent UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of the Loan Parties and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent; (n) the Administrative Agent shall have received the favorable written opinion of counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent; (o) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Loan Parties; (p) no material adverse change in the business, condition (financial or otherwise), operations, performance, or properties, of any Loan Parties or their Subsidiaries, taken as a whole, from that reflected in the June 30, 2012 financial statements already received by the Administrative Agent shall have occurred; and in the case of Onyx EMS or any of its subsidiaries no such change shall have occurred which constitutes a “Material Adverse Effect”, as such term is defined in the Related Transaction Documents. (q) the Administrative Agent shall have received the Related Transaction Purchase Agreement and other material agreements and documents to be executed or delivered in connection therewith, the purchase price to be paid by Loan Parties in connection with the Related Transactions shall not exceed $44,000,000, plus any positive working capital adjustment, plus transaction costs and expenses, the representations and warranties set forth in the Related Transaction Purchase Agreement shall be true and correct as of the Closing Date, the Related Transaction Purchase Agreement and other material agreements and documents to be executed or delivered in connection therewith shall otherwise be in form and substance acceptable to the Administrative Agent; (r) the Related Transaction shall have been approved by Seller’s board of directors and (if necessary) shareholders and shall close concurrently with the initial Credit Event on the terms set forth in the Related Transaction Purchase Agreement and without the waiver by Sparton Onyx of any material conditions to closing set forth therein, and Loan Parties and Seller shall have received any regulatory approval necessary for the consummation of the Related Transactions in accordance with all Legal Requirements, and all applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Target (including the discharges Antitrust Improvements Act of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made1976, as amended, and termination notices for any bank account control agreements) all applicable rules and regulations thereunder shall have expired or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates)been terminated; (xis) evidence reasonably satisfactory on the Closing Date, both before and after giving effect to Bank the Related Transaction, no injunction, temporary restraining order or other legal action that all indebtedness would prohibit or seek to creditors referenced in unwind the preceding paragraph has been (Related Transaction or concurrently with any component thereof, or would prohibit the initial Borrowing will be) paid in fullCredit Event, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness or other litigation which could reasonably be expected to have been (or concurrently with a Material Adverse Effect, shall be pending or, to the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion knowledge of counsel to TDI and ▇▇▇▇▇▇ Purchaserany Loan Party, threatened; (xiiit) evidence the Administrative Agent shall have received a satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms solvency certificate from the Chief Financial Officer or other authorized officer acceptable to BankAdministrative Agent from each Loan Party before and after giving effect to the Related Transaction; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xviu) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which Administrative Agent shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xvii) have received such other agreements, instruments, documents, certificates, and opinions as Bank the Administrative Agent may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.

Initial Credit Event. The obligation of Bank each Lender to participate in any the initial Credit Event hereunder is subject to satisfaction or waiver by Bank the applicable party of the following conditions precedent: (a) Bank Administrative Agent shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank Administrative Agent, and (iii) in form and substance satisfactory to BankAdministrative Agent: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ Borrower and Bankits Subsidiaries, as Guarantors, and the Lenders; (ii) if requested by any Lender, such Lender’s duly executed Notes of ▇▇▇▇▇▇▇▇ Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.102.9; (iii) the Assignment evidence of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents insurance required by Bank, together with (A) UCC financing statements to be filed against TDI, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (C) patent, trademark, industrial design and copyright collateral agreements to maintained under the extent requested by Bank, and (D) deposit account, securities account, and commodity account control agreements to the extent requested by BankLoan Documents; (iv) copies of TDIBorrower’s and ▇▇▇▇▇▇ Purchasereach Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretaryan Authorized Representative; (v) copies of resolutions of TDIBorrower’s and ▇▇▇▇▇▇ Purchasereach Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDIBorrower’s and ▇▇▇▇▇▇ Purchasereach Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretaryan Authorized Representative; (vi) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in copies of the certificates of good standing for Borrower and each Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or active status (as applicable), organization and of each state in which it is qualified to engage in do business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationas a foreign corporation or organization; (vii) a list of ▇▇▇▇▇▇▇▇Borrower’s Authorized Representatives; (viii) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisitioninitial fees called for by Section 2.10; (ix) financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ Borrower and each Guarantor, Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 7.2; (x) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates); (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition each Subsidiary, in form and substance previously provided satisfactory to BankAdministrative Agent; (xvxi) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian fully executed Internal Revenue Service Form W-9 for Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xviixii) such other agreements, instruments, documents, certificates, and opinions as Bank Administrative Agent may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to Administrative Agent and the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00Lenders.

Initial Credit Event. The obligation of Bank to participate in any Before or concurrently with the initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedentEvent: (a) Bank the Administrative Agent shall have received the Deeds of Trust duly executed by the Borrower, the Security Agreement duly executed by the Borrower and each of its existing Subsidiaries as of the followingClosing Date, in each case if any, and the Guaranties duly executed by Holdings, Marketing Inc. and Marketing GP and all existing Subsidiaries of the Borrower as of the Closing Date, if any, together with (i) duly executed by original stock certificates or other similar instruments or securities representing all applicable partiesof the issued and outstanding equity interests each Subsidiary of the Borrower as of the Closing Date, if any, (ii) dated a date satisfactory to Bank stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary of the Borrower as of the Closing Date, if any, executed in blank and undated, (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ and Bank; (ii) duly executed Notes of ▇▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by Bank, together with (A) UCC financing statements to be filed against TDIthe Borrower and each Subsidiary of the Borrower as of the Closing Date, if any, each as debtor, in favor of Bankthe Administrative Agent, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (Civ) patent, trademark, industrial design and copyright collateral agreements agreements, to the extent requested by Bankthe Administrative Agent, and (Dv) deposit account, securities account, and commodity account control agreements to the extent requested by Bankthe Administrative Agent; (ivb) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents including, without limitation, environmental insurance, naming the Administrative Agent as mortgagee and lender loss payee; (c) the Administrative Agent shall have received for each Lender copies of TDIthe Borrower’s, Holding’s, Marketing Inc.’s and ▇▇▇▇▇▇ PurchaserMarketing GP’s certificate of limited partnership agreement, certificate formation operating agreement, articles of incorporation and bylaws bylaws, as applicable (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary and, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority; (vd) the Administrative Agent shall have received for each Lender copies of resolutions of TDIthe Borrower’s, Holding’s, Marketing Inc.’s and ▇▇▇▇▇▇ PurchaserMarketing GP’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDIthe Borrower’s, Holding’s, Marketing Inc.’s and ▇▇▇▇▇▇ PurchaserMarketing GP’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vie) such documents the Administrative Agent shall have received for each Lender copies of the certificates of good standing, or nearest equivalent in the relevant jurisdiction, for the Borrower, Holding, Marketing Inc. and certifications as Bank may reasonably require Marketing GP (dated no earlier than 30 days prior to evidence that TDIthe date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existingincorporation or organization, in good standing or active status (as applicable), and of each state in which it is qualified to engage in do business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationas a foreign partnership corporation or organization; (viif) the Administrative Agent shall have received for each Lender a list of ▇▇▇▇▇▇▇▇the Borrower’s Authorized Representatives; (viiig) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.12 hereof; (h) with respect to each parcel of real estate in which the Borrower has a pro forma Borrowing Base Certificate fee interest, the Administrative Agent shall have received a mortgagee’s title insurance policy (or a prepaid binding commitment therefor) in form and substance acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount of $23,647,450 insuring the Lien of the Deeds of Trust to be valid first priority Liens subject to no defects or objections which are unacceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require; (i) the Administrative Agent shall have received the report of ARCADIS G&M, Inc. acceptable to the Administrative Agent concerning the environmental hazards and matters with respect to the parcels of real property subject to the Lien of the Deeds of Trust, together with a reliance letter thereon acceptable to the Administrative Agent; (j) the Purchase Agreement and all documents to be executed and delivered in connection therewith shall be acceptable to the Administrative Agent in form and substance; (k) the Administrative Agent shall have received an executed copy of the First Amendment to Purchase and Sale Agreement acceptable to the Administrative Agent in form and substance; (l) the Pride Purchase shall close prior to or concurrently with the initial Credit Event on the terms set forth in the Purchase Agreement and without the waiver by Holdings or the Borrower, as applicable, of any material conditions to closing set forth therein; (m) intentionally omitted; (n) the Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that Magellan has consented to the assignment to the Borrower of each of the Magellan Contracts; (o) the Administrative Agent shall have received satisfactory evidence that the Pride Purchase shall have been approved by the Pride Entities’ directors and, if necessary, shareholders, and all necessary legal and regulatory approvals with respect to the consummation of the Pride Purchase shall have been obtained; (p) on the Closing Date, both before and after giving effect to the Pride Purchase, no injunction or temporary restraining order which would prohibit or seek to unwind the Pride Purchase or any component thereof, or would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the Borrower, threatened; (q) the Administrative Agent shall have received such opinions, certificates and other evidence it may reasonably require to satisfy itself as to the solvency of the Borrower after giving effect to the Pride Purchase; (r) the capital and organizational structure of the Borrower shall be satisfactory to the Administrative Agent including, without limitation, evidence sufficient to the Administrative Agent of receipt by the Borrower of equity contributions from Holdings or its Affiliates of not less than $50,000,000; (s) the Administrative Agent shall have received such evaluations and certifications as it may reasonably require (including a compliance certificate in the form attached hereto as Exhibit B showing the computation E containing compliance calculations of the Borrowing Base in reasonable detail financial covenants as of the close date of business on February 14, 2025, this Agreement after giving effect to the ▇▇▇▇▇▇ AcquisitionPride Purchase) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (ixt) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and the Borrower, each GuarantorPride Entity, evidencing the absence of Liens on its Property except for Permitted Liens; (u) the Administrative Agent shall have received a termination and lien release letter from W▇▇▇▇ Fargo Bank in form and substance acceptable to the Administrative Agent and shall include, without limitation, evidence satisfactory to the Administrative Agent of the filing of UCC amendments regarding (i) filing number 42931659 filed with the Delaware Secretary of State on October 12, 2004 and naming Pride as permitted the debtor and W▇▇▇▇ Fargo Bank, National Association as the secured party, and (ii) filing number 04-0084682082 filed with the Texas Secretary of State on October 11, 2004, naming Pride Marketing as the debtor and W▇▇▇▇ Fargo Bank, National Association, as the secured party, in each instance releasing the Collateral from the collateral described in each such filing; (v) the Administrative Agent shall have satisfactorily completed its due diligence with respect to the Borrowers, the Guarantors and the Pride Entities, including, without limitation, the Administrative Agent satisfactory review of the Pride Entities supply agreements and the Magellan Contracts; (w) the Administrative Agent shall have received evidence satisfactorily to it that the notice required by Section 7.27.7 of the SunTrust Agreement as a result of any agreements between the Borrower and Refining has been delivered to all Persons required to receive such notice; (x) pay off and lien release or amendment letters from secured creditors as of ▇▇the Closing Date, each of the operating deposit accounts of the Borrower (other than local p▇▇▇▇ Target cash deposit accounts and ▇▇▇▇▇▇ Sellers (as defined payroll accounts described in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, clause (ii) all Liens have been discharged and released of the proviso to Section 4.1 hereof) shall be maintained with the Administrative Agent; (y) no material adverse change in the case financial condition, prospects, or operations of Holdings shall have occurred since the ▇▇▇▇▇▇ Sellersmost recent audited financial statements of Holdings; (z) to Borrower’s knowledge, only Liens on no material adverse change in the operations of the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased SharesAssets” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (vPurchased Agreement) shall have occurred since the return most recent audited financial statements of any physical Collateral (including share certificates)the Pride Entities; (xiaa) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with Administrative Agent shall have received for each Lender the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion opinions of counsel to TDI the Borrower, Holdings, Marketing Inc. and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDIMarketing GP, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided satisfactory to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of sameAdministrative Agent; and (xviibb) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as Bank the Administrative Agent may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.

Initial Credit Event. The obligation of Bank to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedent: (a) Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ Borrower and Bank; (ii) duly executed Notes of ▇▇▇▇▇▇▇▇ Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) the Assignment of and Amendment to Guaranty, the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment to and Amendment of Guarantor Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by Bank, together with (Ai) UCC financing statements to be filed against TDIBorrower and Guarantor, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (Cii) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bank, and (Diii) deposit account, securities account, and commodity account control agreements to the extent requested by Bank; (iv) copies of TDIBorrower’s and ▇▇▇▇▇▇ Purchasereach Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (v) copies of resolutions of TDIBorrower’s and ▇▇▇▇▇▇ Purchasereach Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDIBorrower’s and ▇▇▇▇▇▇ Purchasereach Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vi) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser Borrower and ▇▇▇▇▇▇ Target are each Guarantor is validly existing, in good standing or active status (as applicable), and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ PurchaserBorrower’s or such Guarantor’s business requires such qualification; (vii) a list of ▇▇▇▇▇▇▇▇Borrower’s Authorized Representatives; (viii) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the close of business on February 14May 25, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisition2018; (ix) financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ Borrower and each Guarantor, evidencing the absence of Liens on its Property except as permitted by Section 7.2; (x) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target Borrower and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) each Guarantor setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”Borrower or any Guarantor) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall an undertaking to cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, Borrower and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates)each Guarantor; (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI Borrower and ▇▇▇▇▇▇ Purchasereach Guarantor; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDIBorrower, ▇▇▇▇▇▇ Purchaser each Guarantor and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xviixvi) such other agreements, instruments, documents, certificates, and opinions as Bank may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and; (d) After after giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00; and (e) after giving effect to each initial Credit Event, (i) Borrower’s EBITDA for the most recently-ended twelve months (“LTM”) through April 30, 2018 shall be at least $23,000,000 (inclusive of Target’s verified EBITDA), and (ii) the Total Funded Debt/EBITDA Ratio is less than 3.00 to 1.00, each calculated based on LTM EBITDA through April 30, 2018.

Initial Credit Event. The obligation of Bank to participate in any Before or concurrently with the initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedentEvent: (a) Bank the Agent shall have received for each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ the Borrower and Bankthe Banks; (iib) the Agent shall have received for each Bank such Bank's duly executed Notes of ▇▇▇▇▇▇▇▇ the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.101.12 hereof; (iiic) the Assignment of and Amendment to Security Agreement, Agent shall have received the Assignment of and Amendment to IP Security Agreement, Pledge Agreement duly executed by the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances Borrower and each of relevant Subsidiary, and the other Collateral Documents required Guaranty duly executed by Bankeach Material Subsidiary, together with (Ai) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interest of each Subsidiary as of the date of this Agreement, (ii) stock powers for the Collateral consisting of the stock or other equity interest of each Subsidiary each to be executed in blank and undated, and (iii) UCC financing statements to be filed against TDIthe Borrower and each Subsidiary, as debtor, in favor of Bankthe Agent, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (C) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bank, and (D) deposit account, securities account, and commodity account control agreements to the extent requested by Bank; (ivd) the Agent shall have received for each Bank copies of TDI’s the Borrower's and ▇▇▇▇▇▇ Purchaser’s each Subsidiary's articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ve) the Agent shall have received for each Bank copies of resolutions of TDI’s the Borrower's and ▇▇▇▇▇▇ Purchaser’s of each Subsidiary's Board of Directors (or similar comparable governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s the Borrower's and ▇▇▇▇▇▇ Purchaser’s such Subsidiary's behalf, all certified in each instance by its Secretary or Assistant Secretary; (vif) the Agent shall have received for each Bank copies of the certificates of good standing for the Borrower and for each Material Subsidiary (dated no earlier than 30 days prior to the date of the Previous Credit Agreement) from the office of the secretary of the state of its incorporation and of each state (other than any state in which it is not in good standing and such documents failure to be in good standing would not have a Material Adverse Effect) in which it is qualified to do business as a foreign corporation; (g) the Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (h) the Agent shall have received for itself and for the Banks the initial fees called for by Section 2.1 hereof; (i) the Agent shall have received and approved as satisfactory to it, (i) the audit reports and accompanying financial statements of the Borrower and its Subsidiaries for the Borrower's five most recently completed fiscal years, (ii) the audit reports and accompanying financial statements of ITI Marketing and its subsidiaries for ITI Marketing's three most recently completed fiscal years, (iii) a proforma consolidated balance sheet for the Borrower immediately after giving effect to the ITI Marketing Acquisition and (iv) a pro forma consolidated balance sheet of ITI Marketing immediately after giving effect to the ITI Marketing Acquisition; (j) the Agent shall have completed its due diligence review of the (i) environmental liabilities of the Borrower and its Subsidiaries and (ii) material contracts, licenses, permits and agreements to which the Borrower and its Subsidiaries are subject and approved the results of such review as satisfactory to it; (k) each Bank shall have received such evaluations and certifications as Bank it may reasonably require (including a compliance certificate in the form attached hereto as Exhibit G containing compliance calculations of the financial covenants as of the date of this Agreement after giving effect to the ITI Marketing Acquisition) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material environmental and other contingent liabilities of the Borrower and its Subsidiaries; (l) the Agent shall have received evidence satisfactory to it that TDI(x) the Total Consideration payable by the Borrower with respect to the ITI Marketing Acquisition is not more than $160,000,000 (excluding the Total Consideration payable after closing of the ITI Marketing Acquisition attributable to certain United States Postal Service contracts, such post-closing Total Consideration not to exceed the amounts set forth in the ITI Marketing Purchase Agreement, (y) all conditions precedent to the ITI Marketing Acquisition (except for the Banks' funding of the purchase price therefor) have been satisfied in accordance with the terms of the ITI Marketing Purchase Agreement (without giving effect to any amendment, modification or waiver thereto not consented to in writing by the Agent) and its effectiveness and (z) the ITI Marketing Purchase Agreement is effective; (m) all legal, tax and regulatory matters incident to the Credits and the ITI Marketing Acquisition, including without limitation all regulatory approvals of the ITI Marketing Acquisition under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, shall be satisfactory to the Agent; (n) the Agent shall have received (i) for each Bank the favorable written opinions of counsel to the Borrower and its Subsidiaries, in form and substance reasonably satisfactory to the Agent and (ii) a fairness opinion on ITI Marketing as prepared by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ Purchaser and & ▇▇▇▇▇▇ Target are validly existing, in good standing or active status (as applicable), and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationIncorporated; (viio) a list of ▇▇▇▇▇▇▇▇’s Authorized Representativesthe Agent shall have received and approved as to form and substance the ITI Marketing Purchase Agreement and all other instruments and documents applicable thereto; (viiip) a pro forma Borrowing Base Certificate the Borrower shall have common and preferred stock and paid-in the form attached hereto as Exhibit B showing the computation equity capital of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, at least $125,000,000 immediately after giving effect to the ▇▇▇▇▇▇ ITI Marketing Acquisition; (ixq) the Agent shall have received satisfactory assurances that the Agent will have received and approved (both as to form and substance) such UCC financing statement, tax, statements and judgment other instruments and documents as it shall deem necessary to perfect the Liens required hereunder and satisfactory lien search results against searches confirming the Property priority of ▇▇▇▇▇▇▇▇ and each Guarantor, evidencing the absence of Liens on its Property except as permitted by Section 7.2such Liens; (xr) pay off the Agent shall have received and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target approved as to form and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt of the Payoff Amount that substance (i) all indebtedness, an Environmental Checklist regarding environmental liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case a Year 2000 Questionnaire regarding matters of the ▇▇▇▇▇▇ Sellerstype addressed by Section 6.21 hereof, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee each to be properly completed and security documents delivered duly executed by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates); (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xviis) such other agreements, instruments, documents, certificates, and opinions as Bank may reasonably request. (b) Bank each Guarantor shall have received executed and delivered to the initial fees called for by Banks their consent to this Agreement in the form set forth below. References in this Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory deemed to Bank; and (d) After giving effect to include ITI Marketing and its subsidiaries prior to, as well as after, consummation of the ▇▇▇▇▇▇ ITI Marketing Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.

Initial Credit Event. The obligation of Bank each Lender and the L/C Issuer to participate in any the initial Credit Event hereunder is subject to satisfaction or waiver by Bank the applicable party of the following conditions precedent: (a) Bank Administrative Agent shall have received each of the following, in each case (ix) duly executed by all applicable parties, (iiy) dated a date satisfactory to Bank Administrative Agent, and (iiiz) in form and substance satisfactory to BankAdministrative Agent: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ Borrowers, the Guarantors, and Bankthe Lenders; (ii) if requested by any Lender, such Lender’s duly executed Notes of ▇▇▇▇▇▇▇▇ the relevant Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.102.11; (iii) the Assignment of and Amendment to U.S. Security AgreementAgreement duly executed by the U.S. Loan Parties, the Assignment of Canadian Guarantee Agreement and Amendment to IP the Canadian Security Agreement, Agreement duly executed by the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by BankCanadian Loan Parties, together with (Ai) original stock certificates or other similar instruments or securities representing all of the issued and outstanding equity interests in each Subsidiary (limited in the case of any first tier Foreign Subsidiary of U.S. Borrower to 66% of the Voting Stock and 100% of any other equity interests held by U.S. Borrower as provided in Section 6.12) as of the Closing Date, (ii) stock powers and voting proxies for the Collateral consisting of the equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against TDIeach U.S. Loan Party and PPSA financing statements to be filed against each Canadian Loan Party, as debtor, in favor of BankAdministrative Agent, as secured partySecured Party, (Biv) PPSA financing statement Collateral Access Agreements to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party the extent requested by Administrative Agent; (Cv) patent, trademark, industrial design and copyright collateral agreements agreements, in form and substance satisfactory to Administrative Agent, to the extent requested by BankAdministrative Agent, and (Dvi) deposit account, securities account, a duly completed and commodity account control agreements to the extent requested by Bankexecuted Perfection Certificate; (iv) evidence of insurance required to be maintained under the Loan Documents, naming Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable; (v) copies of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (vvi) copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary; Secretary (vi) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in good standing or active status (as applicablecomparable Responsible Officer), and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualification; (vii) copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (viii) a list of ▇▇▇▇▇▇▇▇each Borrower’s Authorized Representatives; (viiiix) a pro forma certificate as to each Borrower’s Designated Disbursement Account; (x) the initial fees called for by Section 2.12; (xi) Administrative Agent shall have received a true and correct copy of the Combination Agreements (including all amendments thereto and schedules and exhibits relating thereto), which shall be in form and substance reasonably satisfactory to Administrative Agent, and (i) the acquisition of the relevant Loan Parties and their assets, as applicable, pursuant to the Combination Agreements has closed or is concurrently closing with the initial Credit Event without the waiver by Borrowers of any material conditions thereto; (ii) the acquisition of the relevant Loan Parties and their assets, as applicable, pursuant to the Combination Agreements have been approved by the directors of Borrowers and by the directors and, if required, shareholders of the other Loan Parties and sellers under the Combination Agreements, (iii) all necessary legal and regulatory approvals with respect to the acquisition shall have been obtained; (iv) there is no injunction, temporary restraining order, or other legal action in effect which would prohibit the closing of the acquisition of the relevant Loan Parties and their assets, as applicable, pursuant to the Combination Agreements or the closing and funding of the initial Credit Event hereunder; (xii) such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Loan Parties and their Subsidiaries, and the lack of material contingent liabilities of the Loan Parties and their Subsidiaries, including: (a) a certificate from a Responsible Officer of the U.S. Borrower certifying that (i) the initial public offering of U.S. Borrower’s common stock has been consummated and it is in receipt of not less than U.S. $81,000,000 of cash proceeds from such issuance, (ii) Borrowers’ acquisition of the other Loan Parties and their assets as described in the Combination Agreements has been consummated in accordance with the terms thereof, (iii) no Loan Party is an Affiliate of Administrative Agent or any Lender as of the Closing Date, (iv) since December 31, 2014, no Material Adverse Effect has occurred, and (v) the conditions set forth in Section 4.2 have been satisfied after giving effect to this Agreement and Credit Events (if any) occurring on the Closing Date, (b) a Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation containing calculations of the U.S. Borrowing Base in reasonable detail and Canadian Borrowing Base as of the close December 31, 2014, and showing, among other things, U.S. Excess Availability of business on February 14, 2025, at least U.S. $3,000,000 after giving effect to the ▇▇▇▇▇▇ Acquisitioninitial Credit Event, provided accounts payable of the Loan Parties and their Subsidiaries are at historically normal levels reasonably acceptable to the Administrative Agent, (c) evidence satisfactory to the Administrative Agent in the form of a pro forma covenant compliance certificate showing that Borrowers’ EBITDA for the most recently-ended twelve months (“TTM”) through December 31, 2014, is at least $12,000,000, and that Borrowers’ Total Leverage Ratio is less than 1.75 to 1.0, each calculated based on TTM EBITDA prior to the Closing Date and Indebtedness outstanding on the Closing Date after giving effect to the initial Credit Event (if any) hereunder, (d) receipt of a true and correct copy of the IPO Registration Statement and all amendments and supplements thereto, and (e) five-year projected financial statements for Borrowers and their Subsidiaries, together with a closing balance sheet of Borrowers and their Subsidiaries adjusted to give effect to the transactions contemplated by the Combination Agreements and this Agreement and the form and substance acceptable to the Administrative Agent; (ixxiii) UCC and PPSA financing statementstatement and, taxwith respect to the U.S. Loan Parties, tax and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and each Guarantor, Loan Party evidencing the absence of Liens on its Property except as permitted by Section 7.2; (xxiv) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) each Loan Party setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”any such Loan Party) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall an undertaking to cause to be delivered to Bank UCC amendment or Administrative Agent UCC/PPSA termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements such Loan Parties, which pay off and lien release letters shall be in form and substance acceptable to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates)Administrative Agent; (xixv) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI each U.S. Loan Party and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory the separate favorable written opinion of counsel to Bank that all due diligence with respect to TDIeach Canadian Loan Party, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition each in form and substance previously provided satisfactory to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase DocumentsAdministrative Agent; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 11.19 and forms or other information required by the Administrative Agent or any Lender pursuant to any Canadian AML Legislation; and Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for Borrower and Form W-8 Form for Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xvii) such other agreements, instruments, documents, certificates, and opinions as Bank Administrative Agent may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower the Loan Parties and its their Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to Administrative Agent, the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewithLenders, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00L/C Issuer.

Initial Credit Event. The obligation of Bank to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedent:: ‑30‑ DOCPROPERTY "CUS_DocIDChunk0" 4902-4014-4389\11 (a) Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇B▇▇▇▇▇▇▇ and Bank; (ii) if requested by Bank, duly executed Notes of ▇B▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) the Assignment of and Amendment to Guaranty, Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by Bank, together with (Ai) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each of the entities being pledged as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each entity being pledged, executed in blank and undated, (iii) UCC financing statements to be filed against TDIBorrower and each Subsidiary, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (Civ) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bank, and (Dv) deposit account, securities account, and commodity account control agreements to the extent requested by Bank; (iv) evidence of all insurance required to be maintained under the Loan Documents; (v) copies of TDI’s and B▇▇▇▇▇▇ Purchaser▇▇’s and each Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (vvi) copies of resolutions of TDI’s and B▇▇▇▇▇▇ Purchaser▇▇’s Board and each Subsidiary’s board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and B▇▇▇▇▇▇ Purchaser▇▇’s and each Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vivii) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser Borrower and ▇▇▇▇▇▇ Target are each Subsidiary is validly existing, in good standing or active status (as applicable)standing, and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ PurchaserBorrower’s or such Subsidiary’s business requires such qualification; (viiviii) a list of ▇B▇▇▇▇▇▇▇’s Authorized Representatives; (viiiix) a pro forma Borrowing Base Certificate such evaluations and certifications as it may reasonably require in order to satisfy itself as to the form attached hereto as Exhibit B showing the computation value of the Borrowing Base in reasonable detail as Collateral, the financial condition of Borrower and its Subsidiaries, and the close lack of business on February 14, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisition;material contingent liabilities of Borrower and its Subsidiaries; DOCPROPERTY "CUS_DocIDChunk0" 4902-4014-4389\11 (ixx) financing statement, tax, and judgment lien search results against the Property of ▇B▇▇▇▇▇▇▇ and each Guarantor, Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 7.2; (xxi) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target Borrower and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”Borrower or any Subsidiary) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall an undertaking to cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, Borrower and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates)each Subsidiary; (xixii) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amendedterminated. (xiixiii) a favorable written opinion of counsel to TDI and B▇▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bankeach Subsidiary; (xiv) five-year projected financial statements a fully executed Internal Revenue Service Form W-9 for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to BankBorrower; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of samefully executed Beneficial Ownership Certification; and (xviixvi) such other agreements, instruments, documents, certificates, and opinions as Bank may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing;; and (c) The the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and. (d) After giving effect to Bank shall have received the Borrower’s consolidated audited financial statements and consolidated unaudited quarterly financial statements (including an income statement, a balance sheet, and a statement of cash flow) for the prior three years, and B▇▇▇▇▇▇ Acquisition▇▇’s consolidated three year projected financial statements, each initial Credit Eventall to be in form and substance acceptable to the bank. (e) No material adverse change in the business, payment condition (financial or otherwise), operations, performance, properties, or prospects of all fees the Borrower or any of its Subsidiaries or any Guarantor from that reflected in the September 30, 2024 financial statements of Borrower and expenses in connection therewithdelivered to the bank shall have occurred. (f) The Bank’s receipt of evidence satisfactory to the Bank that the Borrower’s EBITDA for the most recently-ended 12-month period through September 30, and any payables stretched beyond their customary payment practices, the Availability shall be 2024 is at least $5,000,000.0011,000,000.00 and the Borrower’s ratio of Total Funded Debt to EBITDA is less than 4.0 to 1.0 for the recently ended 12-month period through September 30, 2024, with each determined based on all indebtedness outstanding as of the Closing Date of the Loans after giving effect to the initial loans hereunder. ‑32‑ DOCPROPERTY "CUS_DocIDChunk0" 4902-4014-4389\11 (g) The Bank’s receipt of evidence satisfactory to the Bank that the Borrower’s Fixed Charge Coverage Ratio for the most recently-ended 12-month period through September 30, 2024 is not less than 1.10 to 1.0. (h) The Bank’s receipt of evidence satisfactory to the Bank that the Borrower’s and B▇▇▇▇▇▇▇’s Subsidiaries’ aggregate capital expenditures have not exceeded seven and one half of one percent (7.5%) of the prior year’s aggregate net revenues.

Initial Credit Event. The occurrence of the Effective Date and the obligation of the Lenders to make the initial Loans and of the Issuing Bank to participate in any initial issue Letters of Credit Event hereunder is are subject to satisfaction the receipt by the Administrative Agent, on or waiver by Bank before the date hereof, of each of the following conditions precedentdocuments, each of which shall be satisfactory in form and substance to the Administrative Agent and the Issuing Bank: (a) Bank shall have received each Certified copies of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ and Bank; (ii) duly executed Notes of ▇▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iii) the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by Bank, together with (A) UCC financing statements to be filed against TDI, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (C) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bank, and (D) deposit account, securities account, and commodity account control agreements to the extent requested by Bank; (iv) copies of TDI’s and ▇▇▇▇▇▇ Purchaser’s articles certificate of incorporation and bylaws (or comparable organizational documents) of each Credit Party and any amendments theretoall corporate action and, certified in if necessary, stockholder action taken by each instance by its Secretary or Assistant Secretary; (v) copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchaser’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of Credit Party approving this Agreement and the other Loan Documents to which it is a party and borrowings by the Borrower hereunder and the consummation guarantee by the Guarantors hereunder (including a certificate setting forth the resolutions of the Boards of Directors of each Credit Party adopted in respect of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchaser’s behalf, all certified in each instance by its Secretary or Assistant Secretary); (vib) such A certificate of each Credit Party in respect of each of the officers (i) who is authorized to sign this Agreement and the other Loan Documents on its behalf and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and certifications giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. The Administrative Agent, the Issuing Bank and the Lenders may conclusively rely on such certificate until such person receives notice in writing from the applicable Credit Party to the contrary; (c) Certificates, as Bank may reasonably require to evidence that TDIof a recent date, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in good standing or active status (as applicable), and qualified to engage in business in its jurisdiction of organization and in any other from the appropriate authorities for each jurisdiction in which the nature Credit Parties are incorporated or qualified to do business, as to the good standing of TDI and ▇▇▇▇▇▇ Purchaser’s business requires each Credit Party in each such qualificationjurisdiction; (viid) A certificate of a list senior officer of each Credit Party to the effect set forth in the first sentence of Section 7.02; (e) An opinion of Jame▇ ▇. ▇▇▇▇▇▇▇▇’s Authorized Representatives; (viii) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the close of business on February 14▇, 2025, after giving effect to the ▇▇neral Counsel and Eliz▇▇▇▇▇ Acquisition; (ix) financing statement, tax, and judgment lien search results against the Property of ▇ ▇▇▇▇▇▇, ▇▇ ▇nior Counsel, of HSN, Inc. and each Guarantorcounsel for the Credit Parties, evidencing substantially in the absence form of Liens on its Property except as permitted by Section 7.2Exhibit C; (xf) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued The Total Debt Ratio Notice for the account Borrower's four-Fiscal Quarter period ended December 31, 1996 (or, if the initial Loans hereunder are made more than 60 days after the end of TDI and/or ▇▇▇▇▇▇ Target) (collectivelyany succeeding Fiscal Quarter, for the “Payoff Amount”) and containing a confirmation that upon receipt four-Fiscal Quarter period ended as of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case end of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any most recent such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificatessucceeding Fiscal Quarter); (xig) evidence reasonably satisfactory The Notes dated the date hereof and duly executed and delivered by the Borrower to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with order of each Lender and otherwise appropriately completed, bearing the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with executed guarantee of the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI and ▇▇▇▇▇▇ PurchaserGuarantors; (xiiih) evidence satisfactory to Bank that all due diligence with respect to TDICounterparts of this Agreement which, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completedwhen taken together, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to bear the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xvii) such other agreements, instruments, documents, certificates, and opinions as Bank may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment signatures of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.parties hereto;

Initial Credit Event. The obligation Before or concurrently with the effectiveness of Bank to participate in any initial this Amended and Restated Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedentAgreement: (a) the Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ the Borrower and its Domestic Subsidiaries, as Guarantors, and the Bank; (iib) the Bank shall have received the duly executed Notes Note of ▇▇▇▇▇▇▇▇ the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10; (iiic) the Assignment Bank shall have received a duly completed and executed Perfection Certificate and an executed reaffirmation of the Security Agreement and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required duly executed by the Loan Parties, together with, solely to the extent the following items were not previously delivered to the Bank, together with (Ai) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (limited in the case of any first tier Foreign Subsidiary to 66% of the Voting Stock and 100% of any other equity interests as provided in Section 11.1) as of the Closing Date, (ii) stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary, (iii) UCC financing statements to be filed against TDIeach Loan Party, as debtor, in favor of the Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (Civ) patent, trademark, industrial design and copyright collateral agreements to the extent requested by the Bank, and (Dv) deposit account, securities account, and commodity account control agreements to the extent requested by the Bank, and (vi) Collateral Access Agreements to the extent requested by the Bank; (ivd) the Bank shall have received copies of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (ve) the Bank shall have received copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s behalf, all certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (vif) such documents and certifications as the Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or active status (as applicable), organization and of each state in which it is qualified to engage in do business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationas a foreign corporation or organization; (viig) a list of ▇▇▇▇▇▇▇▇’s Authorized Representativesthe Bank shall have received the initial fees called for by Section 3.1; (viiih) the Bank shall have received a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation certificate from a Responsible Officer of the Borrowing Base in reasonable detail Borrower certifying that (i) the solvency of the Loan Parties and their Subsidiaries as of the close of business on February 14, 2025, Closing Date after giving effect to the ▇▇▇▇▇▇ Acquisitioninitial Credit Event and the transactions contemplated hereby and payment of all costs and expenses in connection therewith; (ii) since September 30, 2016, no Material Adverse Effect has occurred; (iii) the TTM EBITDA as of September 30, 2016 is not less than $12,6000,000 and (iv) the Total Leverage Ratio is not greater than 1.30 to 1.00, on a pro forma basis calculated based on TTM EBITDA as of September 30, 2016, and after giving effect to all extensions of Credit made on the Closing Date; (ix) financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and each Guarantor, evidencing the absence of Liens on its Property except as permitted by Section 7.2; (x) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations the Bank shall have been satisfied in full, (ii) all Liens have been discharged and released (in received the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates); (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI and ▇▇▇▇▇▇ Purchaser; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDIeach Loan Party, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank; (xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided satisfactory to the Bank; (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of same; and (xviij) the Bank shall have received such other agreements, instruments, documents, certificates, and opinions as the Bank may reasonably request. (b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.

Initial Credit Event. The obligation of Bank each Lender and the L/C Issuer to participate in any the initial Credit Event hereunder is subject to satisfaction or waiver by Bank the applicable party of the following conditions precedent: (a) Bank Administrative Agent shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank Administrative Agent, and (iii) in form and substance satisfactory to BankAdministrative Agent: (i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ and Bankeach other Loan Document; (ii) duly executed if requested by any Lender, Notes of ▇▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.102.9; (iii) the Assignment evidence of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents insurance required by Bank, together with (A) UCC financing statements to be filed against TDI, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (C) patent, trademark, industrial design and copyright collateral agreements to maintained under the extent requested by Bank, and (D) deposit account, securities account, and commodity account control agreements to the extent requested by BankLoan Documents; (iv) copies of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (v) copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchasereach Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchasersuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (vi) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or active status (as applicable), and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the nature of TDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualificationorganization; (vii) a list of ▇▇▇▇▇▇▇▇Borrower’s Authorized Representatives; (viii) a pro forma Borrowing Base Certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisitioninitial fees called for by Section 2.10; (ix) financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and each Guarantor, Loan Party evidencing the absence of Liens on its Property except as permitted by Section 7.2;; 744209099 20664705 (x) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent any such financing statements perfect a security interest the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates); (xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have been (or concurrently with the initial Borrowing will be) terminated or amended. (xii) a favorable written opinion of counsel to TDI Borrower and ▇▇▇▇▇▇ Purchasereach Guarantor; (xi) a fully executed Internal Revenue Service Form W-9 for Borrower; (xii) unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) of Borrower for the prior three fiscal quarters preceding the Closing Date and a pro forma compliance certificate; (xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting a solvency certificate in the form of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank;Exhibit I; and (xiv) five-year projected financial statements for Borrower a certificate, confirming that the conditions set forth in Section 4.2(a) and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance previously provided to Bank;(b) below have been satisfied. (xv) complete, signed copies of the ▇▇▇▇▇▇ Purchase Documents; (xvi) the Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate of good standing of the Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the consummation of the ▇▇▇▇▇▇ Amalgamation, which the Canadian Borrower shall provide forthwith upon completion of samefully executed Beneficial Ownership Certification; and (xviixvi) such other agreements, instruments, documents, certificates, and opinions as Bank Administrative Agent may reasonably request. (b) Bank The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuer. (c) Administrative Agent shall have received the initial fees called for by Section 2.11the Loan Documents, together with all other fees, costs and expenses required to be paid by Borrower at or before closing;. (cd) The capital and organizational structure of Borrower Administrative Agent and its Subsidiaries counsel shall have completed all legal, tax and regulatory due diligence, including without limitation all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Bank; and (d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses Administrative Agent in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00its sole discretion.