Common use of Term Loans Clause in Contracts

Term Loans. (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. Unless otherwise agreed to by the Administrative Agent, to request the Term Loans, the Borrower shall notify the Administrative Agent of such request by telephone (i) Subject to and upon in the terms and conditions case of this Agreementa Eurodollar Loan, not later than 2:00 p.m., New York City time, two (I2) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from Business Days before the Closing Date through the Availability End Date and (IIii) Borrower may request and Bank agrees to make in the case of an ABR Loan, not later than 1:00 p.m., New York City time one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, 1) Business Day before the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Closing Date. The proceeds Each such telephonic Term Loan request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Loan Request signed by the Borrower. Each such telephonic and written Loan Request shall specify the following information in compliance with Section 2.01: (i) the aggregate amount of the requested Term Loans Loan (which shall be used for general working capital purposes and for capital expenditures.comply with Section 2.01(d)); (ii) Interest shall accrue from the date Borrowing Date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date which shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium.a Business Day; (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the whether such Term Loan is to be made. Such notice an ABR Loan or a Eurodollar Loan; and (iv) in the case of a Eurodollar Loan, the initial Interest Period to be applicable thereto, which shall be substantially in a period contemplated by the form definition of Exhibit C. The notice the term “Interest Period.” If no election as to the Type of Term Loan is specified, then the requested Term Loan shall be signed by an Authorized OfficerABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Loan Request in accordance with this Section 2.03(b), the Administrative Agent shall advise each Term Lender of the details thereof and of the amount of such Term Lender’s Loan to be made as part of the requested Term Loan.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (Iand not jointly) Borrower may request and Bank agrees made a term loan to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 Borrowers (each a “Tranche A Term Loan” and collectively collectively, the “Tranche A Existing Term Loans”) at any time from in an amount equal to $20,000,000. Subject to the Closing Date through terms and conditions of this Agreement and the Availability End Date First Amendment, on the First Amendment Effective Date, each Lender severally (and (IInot jointly) Borrower may request and Bank agrees to make one or more an additional term loans loan to Borrower in an aggregate original principal amount not to exceed $2,000,000 Borrowers (each a “Tranche B Term Loan” and collectively, the “Tranche B First Amendment Term Loans”) in an amount equal to such L▇▇▇▇▇’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Tranche A Existing Term Loan and the First Amendment Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from ), in an amount equal to such L▇▇▇▇▇’s Term Loan Commitment, such that after giving effect to the date Borrower achieves Second Amendment on the Tranche B Milestones through Second Amendment Effective Date, the Availability End Date. The proceeds aggregate principal amount of the Term Loans hereunder shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each $60,000,000. All Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date Loans shall be payable monthly made in arrears beginning on the 20th day and repayable in Dollars. Amounts repaid in respect of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay , and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan in whole or in part without penalty or premium. Commitment of such Lender shall be terminated (iii) When Borrower desires to obtain a Term Loan (other than it being understood and agreed that the initial Term Loan)Loan Commitments of $20,000,000, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time under and as defined in this Agreement as in effect on the Business Day prior Closing Date, were reduced to $0 upon the date funding of the Existing Term Loans on which the Closing Date and the Term Loan is Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to be made. Such notice shall be substantially in $0 upon the form funding of Exhibit C. The notice shall be signed by an Authorized Officerthe First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the applicable Term Lenders (i) Subject to and upon in the terms and conditions case of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Initial Term Loans, on the last Business Day of each a “Term Loan” March, June, September and collectivelyDecember, commencing with the “Term Loans”) at any time from first such date to occur for the date Borrower achieves first full fiscal quarter after the Tranche B Milestones through the Availability End Closing Date. The proceeds , an aggregate principal amount equal to 0.25% of the aggregate principal amount of Initial Term Loans shall be used for general working capital purposes and for capital expenditures. made on the Closing Date, (ii) Interest for any Delayed Draw Term Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur for the first full fiscal quarter after the Delayed Draw Closing Date therefor, an aggregate principal amount equal to 0.25% of the aggregate principal amount of such Delayed Draw Term Loans made on the related Delayed Draw Closing Date, (iii) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date and (iv) on the Maturity Date for the Delayed Draw Term Loans, the aggregate principal amount of all Delayed Draw Term Loans outstanding on such date; provided, that, it is the intent of the parties hereto that the Initial Term Loans and the Delayed Draw Term Loans (if and when funded) shall accrue have the same terms and shall (to the fullest extent permitted by Law, but, for the avoidance of doubt, without imposing any obligation on any party to change the economic terms set forth in this Agreement) be treated as a single class for all purposes (i.e., “fungible”), and with the consent of the Borrower and the Blackstone Credit Representative, the Borrower (in its sole discretion) and the Administrative Agent (following notice to the Administrative Agent from the Borrower and the Blackstone Credit Representative of such consent on or prior to the date of each Borrowing of any Delayed Draw Term Loan Loans, and at the rate specified in Section 2.3(aBlackstone Credit Representative’s direction), without the consent of any other Lenders, may agree to adjust the size or date of the scheduled amortization payments described in subclause (ii) and prior incorporate terms that would be favorable to existing Lenders of the Initial Term Loans including, for the avoidance of doubt, any increase in the applicable yield relating to the Availability End Date Initial Term Loans (including by adjusting the size of the scheduled amortization payments described in subclause (i) upward) to achieve fungibility for U.S. federal income tax purposes with the Initial Term Loans. The Lenders hereby irrevocably authorize the Administrative Agent to enter into (i) any amendment to this Agreement or any other Loan Document as may be necessary in order to incorporate any terms described in the foregoing sentence (which amendment shall be payable monthly in arrears beginning on entered into by the 20th day Administrative Agent at the direction of the month next following Blackstone Credit Representative, subject to the agreement of the Borrower) and (ii) such Term Loan, technical amendments as may be necessary or appropriate in the reasonable opinion of the Blackstone Credit Representative and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due Borrower in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan changes described in whole or in part without penalty or premium. the foregoing clause (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loani), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time in each case on terms consistent with this Section 2.07 as in effect on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officerhereof.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreementhereof, (Ix) Borrower may request and Bank each Lender holding a Closing Date Term Loan Commitment severally agrees to make make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in an aggregate original principal amount not to exceed $2,000,000 the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Closing Date Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and (y) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, delayed draw term loans on no more than two occasions (each, a “Tranche A Delayed Draw Term Loan” and collectively the “Tranche A Term Loans”) at any time from to the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Tranche B Delayed Draw Term Loan” Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expendituresconditions hereof. (ii) Interest The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Closing Date Term Loans shall accrue from be maintained during (A) the first week following the Closing Date as ABR Loans and (B) thereafter, until the date of each Term Loan at that is 90 days following the rate specified in Section 2.3(a)Closing Date, and prior to the Availability End Date shall be payable monthly in arrears beginning maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month, with the first such Interest Period commencing on the 20th first day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable period described in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumclause (B). (iii) When Borrower desires to obtain a The Term Loans shall be made by each such Lender in an aggregate principal amount which (x) in the case of Closing Date Term Loans, does not exceed the Closing Date Term Loan Commitment of such Lender and (other than y) in the initial case of Delayed Draw Term LoanLoans made on the Closing Date, when aggregated with all Delayed Draw Term Loans made under subsection 2.1(a)(i)(y), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Business Day prior to Closing Date and (C) in the date on which case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan is to Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officerreborrowed.

Term Loans. (i) Subject The Term Borrower shall repay to the Tranche B-1 Term Lenders (i) on the last Business Day of each March, June, September and upon December, commencing with the terms and conditions of this Agreementfirst full quarter after the Closing Date, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not equal to exceed $2,000,000 (each a “0.25% of the aggregate principal amount of all Initial Tranche A B-1 Term Loan” and collectively the “Tranche A Term Loans”) at any time from Loans outstanding on the Closing Date through (which amounts shall be reduced as a result of the Availability End Date application of prepayments in accordance with the order of priority set forth in Section 2.05) and (IIii) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “on the applicable Maturity Date for the Initial Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A B-1 Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the aggregate principal amount of all Initial Tranche B Milestones through the Availability End Date. The proceeds of the B-1 Term Loans shall be used for general working capital purposes and for capital expendituresoutstanding on such date, in each case, unless accelerated sooner pursuant to Section 8.02. (ii) Interest The Term Borrower shall accrue from repay to the date Tranche B-2 Term Lenders (i) on the last Business Day of each Term Loan at March, June, September and December, commencing with the rate specified in Section 2.3(a)first full quarter after the Closing Date, and prior an aggregate principal amount equal to the Availability End Date shall be payable monthly in arrears beginning on the 20th day 0.25% of the month next following the such Term Loan, and continuing on the same day aggregate principal amount of each month thereafter. Any all Initial Tranche B-2 Term Loans that are outstanding on the Availability End Closing Date (which amounts shall be payable reduced as a result of the application of prepayments in equal monthly installments accordance with the order of principal, plus all accrued interest, beginning priority set forth in Section 2.05) and (ii) on the Amortization Start applicable Maturity Date and continuing on for the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Initial Tranche B-2 Term Loans, once repaidthe aggregate principal amount of all Initial Tranche B-2 Term Loans outstanding on such date, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumeach case, unless accelerated sooner pursuant to Section 8.02. (iii) When In the event that any Refinancing Term Loans or Extended Term Loans are made, such Refinancing Term Loans or Extended Term Loans shall be repaid by the Term Borrower desires in the amounts and in the dates set forth in the Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof. (iv) If any principal repayment installment to obtain a be made by the Term Loan Borrower (other than the initial Term Loan)principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, Borrower shall notify Bank (which notice such principal repayment installment shall be irrevocable) by facsimile transmission due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and if any principal repayment installment to be received no later made by the Term Borrower on a Eurocurrency Rate Loan shall come due on a day other than 3:30 p.m. Eastern time a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerDay.

Term Loans. (i) Subject The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders on the last Business Day of each March, June, September and upon the terms and conditions of this AgreementDecember, (Ix) Borrower may request and Bank agrees to make one or more term loans to Borrower in commencing on the last Business Day of December 2006 until the last Business Day of December 2010, an aggregate original principal amount not equal to exceed $2,000,000 0.25% of the aggregate amount of all Term Loans outstanding on the Restatement Effective Date (each a “Tranche A Term Loan” and collectively the “Tranche A Quarterly Amortization Amount”), (y) commencing on the last Business Day of March 2011 until the last Business Day of December 2011, (1) to the Term B-1 Lenders, a percentage of the Quarterly Amortization Amount equal to the percentage of all outstanding Term Loans on the Second Restatement Effective Date constituting Term B-1 Loans”) at any time from the Closing Date through the Availability End Date , and (II2) Borrower may request to the Term B-2 Lenders, a percentage of the Quarterly Amortization Amount equal to the percentage of all outstanding Term Loans on the Second Restatement Effective Date constituting Term B-2 Loans, and Bank agrees (z) commencing on the last Business Day of March 2012, (1) to make one the Term B-2 Lenders, a percentage of the Quarterly Amortization Amount equal to the percentage of all outstanding Term Loans on the Third Restatement Effective Date constituting Term B-2 Loans and (2) to the Term B-3 Lenders, a percentage of the Quarterly Amortization Amount equal to the percentage of all outstanding Term Loans on the Third Restatement Effective Date constituting Term B-3 Loans (which payments described in this Section 2.07(a) shall be reduced with respect to each Class of Term Loans as a result of the application of prepayments, whether prior to or more additional term loans to Borrower after the Third Restatement Effective Date, in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together accordance with the Tranche A order of priority set forth in Section 2.05 or in connection with any Extension as provided in Section 2.16), and (ii) the Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders, on the Maturity Date for each Class of Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds aggregate principal amount of the all Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are Class outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumsuch date. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. The Borrower shall repay to the Term Lenders the aggregate principal amount of all Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 and increased with respect to any increase to such Term Loan pursuant to Section 2.01(b) and Section 2.16)), unless accelerated sooner pursuant to Section 8.02; provided however that the amount of any such payment on the installment dates set forth in the table above shall be automatically adjusted to account for the making of any Delayed Draw Term Loans as follows: from and after the making of any Delayed Draw Term Loan, the Borrower shall make payments on the Term Loans (as increased by such Delayed Draw Term Loans) resulting in quarterly scheduled amortization payments that represent the same percentage as the amortization, expressed as a percentage, that is applicable to the Term Loans (without giving effect to the impact of any mandatory or voluntary prepayments on such scheduled amortization) immediately prior to such Borrowing of Delayed Draw Term Loans (it being understood that, for the avoidance of doubt, no such making of any Delayed Draw Term Loans shall result in a decrease in the amortization applicable to any Term Loans outstanding immediately prior to such Borrowing of Delayed Draw Term Loans), it being understood and agreed that the automatic increase to the installments described in this proviso shall not occur until the installment date representing the last day of the first full Fiscal Quarter after the Borrowing of such Delayed Draw Term Loan; provided further, that (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original final principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds repayment installment of the Term Loans shall be used for general working capital purposes repaid on the Maturity Date and for capital expenditures. in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date, (ii) Interest if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall accrue from come due on a day other than a Business Day, such principal repayment installment shall be due on the date of each Term Loan at the rate specified in Section 2.3(a)next succeeding Business Day, and prior to the Availability End Date such extension of time shall be payable monthly reflected in arrears beginning on computing interest or fees, as the 20th day of the month next following the such Term Loan, case may be and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When if any principal repayment installment to be made by the Borrower desires to obtain on a Term SOFR Loan (shall come due on a day other than the initial Term Loan)a Business Day, Borrower shall notify Bank (which notice such principal repayment installment shall be irrevocable) by facsimile transmission extended to the next succeeding Business Day unless the result of such extension would be received no later than 3:30 p.m. Eastern time to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerDay.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreementset forth herein, (I) Borrower may request and Bank each Term Lender severally agrees to make one or more term loans a Term Loan to the U.S. Borrower in an aggregate original Dollars on the Closing Date in a principal amount not exceeding its Term Commitment. The Term Borrowing shall be made from the several Term Lenders ratably in proportion to exceed $2,000,000 (each a “Tranche A their respective Term Loan” Commitments. The Term Commitments are not revolving in nature, and collectively amounts repaid or prepaid prior to the “Tranche A Term Loans”) at any time from Loan Maturity Date may not be reborrowed. Any Term Commitments not funded on the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall will be used for general working capital purposes and for capital expendituresterminated. (ii) Interest shall accrue from Subject to the date of terms and conditions set forth herein, (x) the Additional Tranche 1 Term Lender agrees to make a Term Loan to the U.S. Borrower in Dollars on the Amendment No. 1 Effective Date in a principal amount not exceeding its Additional Tranche 1 Term Commitment (the “Committed Tranche 1 Term Loan,” and together with each Term Loan at converted from a Converted Term Loan pursuant to clause (y) below, athe “Tranche 1 Term LoanLoans”) and (y) each Converted Term Loan of each Amendment No. 1 Consenting Lender shall be converted into a Tranche 1 Term Loan of such Lender effective as of the rate specified Amendment No. 1 Effective Date in Section 2.3(a)a principal amount equal to the principal amount of such Lender’s Converted Term Loan immediately prior to such conversion. The Additional Tranche 1 Term Commitment is not revolving in nature, and amounts of the Amendment No. 1 Tranche 1 Term Loans repaid or prepaid prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, Date may not be reborrowed. Borrower may prepay any Any Additional Tranche 1 Term Loan in whole or in part without penalty or premiumCommitment not funded on the Amendment No. 1 Effective Date will be terminated. (iii) When Borrower desires Subject to obtain the terms and conditions set forth herein, the Amendment ▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ agrees to make a Term Loan to the U.S. Borrower in Dollars on the Amendment No. 2 Effective Date in a principal amount not exceeding its Amendment No. 2 Incremental Tranche 2 Term Loan Commitment (other than the initial “Amendment No. 2 Incremental Tranche 2 Term Loan” and, together with the Amendment No. 2 Tranche 2 Term Loans, the “Tranche 2 Term Loans”). The Amendment No. 2 Incremental Tranche 2 Term Loan Commitment is not revolving in nature, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day and amounts of Amendment No. 2 Incremental Tranche 2 Term Loans repaid or prepaid prior to the date Term Loan Maturity Date may not be reborrowed. Any Amendment No. 2 Incremental Tranche 2 Term Loan Commitment not funded on which the Amendment No. 2 Effective Date will be terminated. (iv) Subject to the terms and conditions set forth herein, (x) the Additional Tranche 2 Term Lender agrees to make a Term Loan to the U.S. Borrower in Dollars on the Amendment No. 2 Effective Date in a principal amount not exceeding its Additional Tranche 2 Term Commitment (the “Committed Tranche 2 Term Loan,” and together with each Term Loan converted from an Amendment No. 2 Converted Term Loan pursuant to clause (y) below, each an “Amendment No. 2 Tranche 2 Term Loan”) and (y) each Amendment No. 2 Converted Term Loan of each Amendment No. 2 Consenting Lender shall be converted into a Tranche 2 Term Loan of such Lender effective as of the Amendment No. 2 Effective Date in a principal amount equal to the principal amount of such Lender’s Amendment No. 2 Converted Term Loan immediately prior to such conversion. The Additional Tranche 2 Term Commitment is not revolving in nature, and amounts of the Tranche 2 Term Loans repaid or prepaid prior to the Term Loan is to Maturity Date may not be madereborrowed. Such notice shall Any Additional Tranche 2 Term Commitment not funded on the Amendment No. 2 Effective Date will be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officerterminated.

Term Loans. (i) Subject Commencing on December 31, 2013 and continuing on the last Business Day of each March, June, September and December thereafter, until the Maturity Date for the Term Facility, the Borrower shall repay to the Lender the aggregate outstanding principal amount of the (i) 2012 Term Loan and upon (ii) the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower Term Loan advanced as the Tender Offer Term Borrowing in equal quarterly installments in an amount sufficient to fully amortize the aggregate original principal amount not of such Term Loans over a period of five (5) years (but in no event shall any quarterly installment be less than the amount that would have been due under the Original Credit Agreement), which amount shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.04, unless accelerated sooner pursuant to exceed Section 8.02. (ii) Commencing on the last Business Day of the fiscal quarter in which the aggregate principal amount of the Term Loans advanced as Delayed Draw Term Borrowings first equals or exceeds $2,000,000 (5,000,000, and continuing on the last Business Day of each a “Tranche A March, June, September and December thereafter, the Borrower shall repay to the Lender the aggregate outstanding principal amount of the Term Loan” and collectively the “Tranche A Loans advanced as Delayed Draw Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower Borrowings, in equal quarterly installments, in an amount sufficient to fully amortize the aggregate original principal amount not of such Term Loans then outstanding over a period of five (5) years (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.04), unless accelerated sooner pursuant to exceed $2,000,000 Section 8.02; provided, however, for the sake of clarity, that each time the Lender advances any additional Term Loans after the date that quarterly installment payments commence under this clause (ii), then the amount of the equal quarterly installments due under this clause (ii) shall in each instance be increased by an amount sufficient to fully amortize the aggregate principal amount of such additional Term Loans over a “Tranche B Term Loan” and collectivelyperiod of five (5) years. (iii) Notwithstanding anything to the contrary herein, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds final principal repayment installment of the Term Loans shall be used repaid on the Maturity Date for general working capital purposes the Term Facility and for capital expenditures. (ii) Interest in any event shall accrue from the date of each Term Loan at the rate specified be in Section 2.3(a), and prior an amount equal to the Availability End Date shall be payable monthly in arrears beginning on the 20th day entire principal amount of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumoutstanding on such date. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original prepay the principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively of the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. premium (iiiexcept as otherwise provided in Section 2.4(e)(iv) When and Section 2.4(g)). Each prepayment made pursuant to this Section 2.4(d)(ii) shall be accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment (i) shall be allocated among each of the outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of outstanding Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment (unless the Lenders under such Tranche have elected to receive less than their pro rata share thereof as provided in a Refinancing Amendment or a Loan Modification Offer), and (ii) to the extent allocated to a Tranche of Term Loans, shall be applied against the remaining installments of principal due on such Tranche of Term Loans in the manner directed by Borrower desires to obtain at the time of the respective prepayment (and, in the absence of any such direction, in direct order of maturity) (for the avoidance of doubt, any amount that is due and payable on a Term Loan Maturity Date for such Tranche of Term Loans shall constitute an installment). Each optional prepayment of Loans under this Section 2.4(d) shall be made by Borrower on the following terms and conditions: (other i) Borrower shall give Agent prior to 3:00 p.m. (New York City time) (x) at least 1 Business Day prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (y) at least 3 Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Rate Loans, which notice (in each case) shall specify the applicable Tranche of Term Loans that shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Rate Loans were made, and which notice Agent shall promptly transmit to each of the Lenders; and (ii) each partial prepayment of Term Loans pursuant to this Section 2.4(d) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to Agent in any given case), provided that if any partial prepayment of LIBOR Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Rate Loans made pursuant to such Borrowing to an amount less than the initial Term Loan)Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by Borrower shall notify Bank (which have no force or effect. A notice of prepayment pursuant to this Section 2.4(d) shall be irrevocable; provided, however, a notice of prepayment of all outstanding Loans pursuant to this Section 2.4(d) may state that such notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by facsimile transmission Borrower (by notice to be received no later than 3:30 p.m. Eastern time Agent on the Business Day or prior to the date on which the Term Loan specified effective date) if such condition is not satisfied (although any such revocation shall not affect Borrower’s obligations pursuant to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerSection 2.12(b)).

Term Loans. Prior to the Termination Date and only in the absence of a Default or an Event of Default, Borrower shall have the option (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term LoansLoan Option”) at to convert any time from the Closing Date through the Availability End Date and Facility B Loan to a term loan (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” ”) on the final Interest Payment Date with respect to such Facility B Loan. Borrower shall pay to Lenders a fee of one percent (1%) based on the amount of any and collectivelyall Facility B Loans for which the Term Out option is exercised. Each Term Loan shall be repaid in 60 equal consecutive monthly principal payments, plus interest, calculated on the basis of 10-year amortization, with all remaining principal and interest to be due on the sixtieth (60th) and final Installment Payment Date; provided, that no Term Loan may extend beyond the useful economic life for the Borrower’s trade of the Vessels identified to such Term Loan as determined by an Appraiser. Unless Lenders may otherwise agree and except as provided in the next sentence, interest on any termed-out Facility B Loan shall accrue at the LIBOR Rate. Lenders will make a fixed-rate option available for any Term Loan upon request of Borrower, such rate shall be based on Lenders’ sole judgment of the then-current market conditions and financial performance of Borrower and Guarantors; provided, however, that Borrower will also be permitted to swap Lenders’ existing variable rate to a fixed rate with another lending institution. All documentation reflecting such Term Loan must be satisfactory to Lenders and their counsel and all fees, including legal fees and expenses, and expenses attendant thereon shall be paid by Borrower. No Term Loan Option shall be available for any Facility B Loan or aggregation of Facility B Loans of less than $500,000.00. Each Term Loan shall continue to be secured by all Collateral, provided, that, if after the Termination Date there are Term Loans outstanding and no Default or Event of Default is continuing, Lenders shall release Pool Vessels from the Lien of the Mortgage and their Proceeds from the Lien of the Assignments, commencing first with Non-Qualified Vessels, until, in the sole discretion of the Collateral Agent, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds Loan to Collateral ratio of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of Vessels identified to each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may is not be reborrowedgreater than 2:3. Borrower may prepay shall execute and deliver to Collateral Agent any Term Loan in whole or in part and all additional documentation, including, without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan)limitation, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially notes in the form of Exhibit C. The notice shall C hereto (the “Term Loan Notes” and each, a “Term Loan Note”), mortgages, amendments, assignments and other documentation as Collateral Agent may request to reflect such Term Loan, at Borrower’s expense, including, without limitation, attorneys’ fees. With respect to any Acquired Vessel not tendered as a Pool Vessel, a Term Loan may be signed secured by an Authorized Officera mortgage on that vessel identified to such Term Loan; provided, that no Vessel identified to a Term Loan may be a Pool Vessel.

Term Loans. (i) Subject On the Effective Date, each Lender will make the Term Loans to and upon the Company, subject to the terms and conditions of this Agreementhereof, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original amount equal to such Lender’s Percentage of the amount of the Term Loan Amount. The Term Loan made by a Lender shall be evidenced by a Term Note payable to the order of such Lender. The Company shall repay the outstanding principal amount not balance of the Term Notes in equal quarterly principal payments of $375,0000 each on the first Business Day of each third month, commencing on October 2, 2006, plus a final payment of principal and accrued and unpaid interest due on the Term Note Maturity Date. The Company shall also pay interest on the unpaid balance of the Term Notes as set forth in section 2.8 or, if the interest rate has been fixed pursuant to exceed $2,000,000 section 2.2(b), at the fixed rate determined pursuant to section 2.2(b) and payable on the same date that interest on Base Rate Loans is payable under section 2.8(a). (i) Section 2.8(a) of the Credit Agreement is amended by deleting the last sentence therein and inserting the following sentence in its place: “Accrued interest shall be due on the first Business Day of each a “Tranche A Term Loan” month, commencing, August 1, 2005, and collectively in the “Tranche A case of Revolving Loans, on the Revolving Note Maturity Date, and in the case of Term Loans, on the Term Note Maturity Date.” (j) Section 2.10(b) is amended by inserting the following provision at the end of the first paragraph therein: The Company may at any time from prepay the Closing Date through Term Loans (in increments of $100,000 or, if less, the Availability End Date and (II) Borrower may request and Bank agrees remaining principal balance of the Term Loans); provided that, if the Company has fixed the rate of interest on the Term Loans pursuant to make one section 2.2(b), the Company shall pay to the Agent, for the benefit of the Lenders, upon prepayment of all or more additional term loans to Borrower in an aggregate original part of the principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans prior to the Term Note Maturity Date, a prepayment indemnity (“Prepayment Fee”) equal to the greater of (i) zero or (ii) that amount, calculated on any date of prepayment (“Prepayment Date”), which is derived by subtracting: (a) the principal amount of the Term Loans being prepaid from (b) the Net Present Value of the Term Notes being prepaid on such Prepayment Date; provided, however, that the Prepayment Fee shall be used for general working capital purposes not in any event exceed the maximum prepayment fee permitted by applicable law. In calculating the amount of such Prepayment Fee, the Agent is hereby authorized by the Company to make such assumptions regarding the source of funding, redeployment of funds and for capital expendituresother matters, as the Agent may deem appropriate. If the Company fails to pay any Prepayment Fee when due, the amount of such Prepayment Fee shall thereafter bear interest until paid at the Default Rate. (iik) Interest shall accrue from Section 6.7 is amended by inserting a new subsection (l) at the date end thereof to read as follows: ; and (l) the Company’s acquisitions of HSW Zaklad ▇▇▇▇▇▇ Matrycowa Sp. z o.o. and Advanced Turbine Components, Inc., provided that the Company provides the Agent with a proforma financial covenant compliance certificate and supporting proforma financial statements evidencing that the Company will comply with all financial covenants herein immediately following the closing of each Term Loan at the rate specified in such acquisition; (l) Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day 6.12 of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Credit Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires is created to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.read as follows:

Term Loans. (i) Subject to and upon the terms and conditions of this Agreement, (I) at any time during the six month period following the Sixth Amendment Date, Borrower may request request, and Bank agrees to make one or more make, term loans loan cash advances to Borrower (each, a “Term Loan”) in an aggregate original principal amount not to exceed Two Million Dollars ($2,000,000 2,000,000), with each Term Loan in a minimum amount of at least Five Hundred Thousand Dollars (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures500,000). (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a)2.3, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th first day of each month so long as any Term Loan is outstanding, beginning with the first day of the first month next following the month in which such Term LoanLoan is made. Beginning on the first day of the first month following the first anniversary of the Sixth Amendment Date, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same first day of each month thereafter through for a total period of thirty six (36) months, Borrower shall make equal monthly payments of principal on account of the aggregate amount of outstanding Term Loans (each a “Scheduled Payment”). On the Term Loan Maturity Date, at which time all amounts due in connection owing with respect to such the Term Loans Loans, including all outstanding principal, accrued interest, and any other amounts due under this Agreement Bank Expenses, shall be immediately due and payable. Borrower shall have the option to prepay all or any portion of the Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part Loans made by Bank under this Agreement without penalty or premium; any prepayment shall be applied to the Scheduled Payments in reverse order of due date. (iii) When Whenever Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall will notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 3:00 p.m. Eastern time Pacific Time, on the Business Day that is at least one day prior to the date on which the Term Loan is requested to be made. Such notice Each such notification shall be made by delivering to Bank a request form in substantially in the form of Exhibit C. The notice B-1 attached hereto. Bank is authorized to make Term Loan under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer; and Bank shall be signed entitled to rely on any notice given by an Authorized Officera person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Term Loan made under this Section 2.1(b) to Borrower’s deposit account. 5. The following is added as a new subsection (ii) to the end of Section 2.3(a):

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreementset forth herein, (I) the Borrower may request and Bank agrees from time to make time, upon written notice to the Bank, convert all or a portion of the outstanding principal balance of the Line of Credit Note to one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyeach, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively”), the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds upon satisfaction of the following conditions: (i) The Borrower shall provide written notice to the Bank, not less than thirty (30) business days prior to the requested effective date for such conversion of outstanding principal to a Term Loans shall be used for general working capital purposes and for capital expendituresLoan. (ii) Interest shall accrue from the date of each Each such Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day for a principal amount of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may least $5,000,000.00 but not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiummore than $10,000,000.00. (iii) When Borrower desires to obtain a Term Loan No Default or Event of Default shall have occurred hereunder and be continuing at the time of such request. (other than the initial Term Loan), iv) The Borrower shall notify Bank execute a promissory note (which notice shall be irrevocable) by facsimile transmission each, as amended, extended or renewed from time to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the time, a “Term Loan is to be made. Such notice shall be substantially Note”, in the form set forth on Exhibit “D” hereto. The Borrower, its Subsidiaries and the Guarantor shall execute such other documentation as the Bank shall reasonably require in connection with such Term Loan. (v) The Borrower shall pay a fee upon the execution of Exhibit C. each Term Note, in an amount reasonably set by the Bank. (vi) The notice Borrower shall pay all of the Bank’s fees, expenses and costs in connection with the documentation, closing and administration of each Term Loan, including, without limitation, all attorneys fees and costs, documentary stamp taxes and intangible personal property taxes. (b) Each Term Loan shall: (i) be for a term of 24 months; (ii) accrue interest at the rate to be reasonably agreed upon between the Borrower and the Bank; and (iii) be payable in monthly installments of principal plus interest in an amount required to fully amortize the principal amount of such Term Loan over 24 months, commencing on the date of such Term Loan. (c) The Line of Credit shall be signed reduced by an Authorized Officerthe original principal amount of each Term Loan, so that, notwithstanding any contrary provision set forth herein, the Outstanding Credit (as defined herein) shall not, at any time, exceed $25,000,000. For the purposes hereof, “Outstanding Credit” shall mean the sum of: (i) the outstanding principal amount under the Line of Credit Note; and (ii) the aggregate face amount of all Term Notes.

Term Loans. The Borrower shall repay to the Revolver Agent for the ratable account of the Appropriate Lenders (ia) Subject to on the last Business Day of each March, June, September and upon the terms and conditions of this AgreementDecember, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in commencing with December 31, 2022, an aggregate original principal amount not equal to exceed $2,000,000 (each a “Tranche A x) 0.25% of the aggregate principal amount of all Closing Date Term Loan” and collectively the “Tranche A Term Loans”) at any time from Loans outstanding on the Closing Date through plus (y) 0.25% of the Availability End initially funded aggregate principal amount of all Closing Date Delayed Draw Term Loans that have been outstanding for at least one full fiscal quarter (in each case, which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (IIb) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, on the “Tranche B Term Loans” and together with Maturity Date for the Tranche A Closing Date Term Loans, each a “the aggregate principal amount of all Closing Date Term Loan” and collectivelyLoans (including, for the “avoidance of doubt, any funded Closing Date Delayed Draw Term Loans”) at outstanding on such date. In connection with any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Incremental Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments constitute part of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through Class as the Term Loan Maturity Date, at which time all amounts due in connection with the Closing Date Term Loans and any other amounts due under this Agreement shall be immediately due and payable. the Closing Date Delayed Draw Term Loans, once repaidthe Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Closing Date Term Loans and Closing Date Delayed Draw Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, may not that if such Incremental Term Loans are to be reborrowed. Borrower may prepay “fungible” with the Closing Date Term Loans and the Closing Date Delayed Draw Term Loans notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in whole or in part without penalty or premium. (iiisuch other percentage(s) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on agreed by ▇▇▇▇▇▇▇▇ and the Business Day prior Administrative Agent to provide that the date on which Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loan is to be made. Such notice shall be substantially in Loans and the form of Exhibit C. The notice shall be signed by an Authorized OfficerClosing Date Delayed Draw Term Loans.

Term Loans. (i) Subject Borrowers (on a joint and several basis) shall repay to Administrative Agent for the ratable account of the Appropriate Lenders with outstanding Initial Term Loans (A) on the last Business Day of each March, June, September and upon the terms and conditions of this AgreementDecember, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in commencing with December 31, 20242025, an aggregate principal amount equal to $2,375,720.550.25% of the original principal amount not to exceed $2,000,000 of the Initial Term Loans made on the Amendment No. 2 Effective Date (each a “Tranche A or, after the incurrence of any Term Loan” and collectively Loan Increase incurred after the “Tranche A Term Loans”) at any time from Amendment No. 12 Effective Date that will constitute part of the Closing Date through same class as the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Initial Term Loans, an amount equal to the sum of (1) the Modified Amortization Percentage of the aggregate principal amount of Initial Term Loans outstanding immediately prior to giving effect to such incurrence and (2) the Modified Amortization Percentage of the aggregate principal amount of such Term Loan Increase) (which payments shall be adjusted from time to time as a result of the application of prepayments in accordance with Sections 2.12, 2.13 and 10.05(c)(iv)), together, in each a “case, with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment and (B) on the Maturity Date for the Initial Term Loan” and collectivelyLoans, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds aggregate principal amount of the all Initial Term Loans shall be used for general working capital purposes and for capital expendituresoutstanding on such date. (ii) Interest shall accrue from the date of each In connection with any Term Loan at Increase incurred after the rate specified in Section 2.3(a), and prior to the Availability End Amendment No. 12 Effective Date shall be payable monthly in arrears beginning on the 20th day that will constitute part of the month next following same Class as the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Initial Term Loans, once repaid, may not the amount of the scheduled amortization payment that would otherwise be reborrowed. Borrower may prepay any required pursuant to clause (i) above shall be increased for the Appropriate Lenders on a pro rata basis to the extent necessary to ensure that the Appropriate Lenders holding Initial Term Loans immediately prior to such new Term Loan Increase continue to receive a payment that is not less than the same amount that such Lenders would have received absent the incurrence of such Term Loan Increase (i.e., the implied amortization percentage set forth in whole clause (i) above shall be automatically adjusted to reflect the Modified Amortization Percentage); provided that if such Term Loan Increase is to be “fungible” with the Initial Term Loans, notwithstanding any other conditions specified in this Section 2.11(a), the amortization schedule for such “fungible” Term Loan Increase may provide for amortization based on the Modified Amortization Percentage in accordance with Section 2.11(a)(i)(A) above to ensure that such Term Loan Increase will be “fungible” with the Initial Term Loans; provided, further, that without the consent of any other Credit Party, Agent or Lender, the Borrowers and the Administrative Agent may effect such amendments to the Agreement as may be necessary or appropriate, in part without penalty or premiumthe reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.11(a)(ii). The immediately preceding sentence of this Section 2.11(a)(ii) shall supersede any provision in Section 10.05 to the contrary. (iii) When Borrower desires to obtain a Term Loan The principal amount of any such payment set forth in clause (other than the initial Term Loan), Borrower shall notify Bank (which notice i) above shall be irrevocableadjusted to account for the addition of any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans to contemplate (A) by facsimile transmission the reduction in the aggregate principal amount of any Initial Term Loans that were paid down in connection with the incurrence of such Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, and (B) any increase to be received no later than 3:30 p.m. Eastern time on the Business Day prior payments to the date on which extent and as required pursuant to the Term Loan is to be made. Such notice shall be substantially in the form terms of Exhibit C. The notice shall be signed by an Authorized Officerany applicable Incremental Amendment, Extension Amendment or Refinancing Amendment.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreementcontained herein, in addition to each Credit Facility under Sections 2.1 and 2.2 hereof, as a one-time accommodation to Parent, as the Borrower, each Term Lender severally (Iand not jointly) Borrower may request and Bank agrees to make one or more fund its Pro Rata Share of the term loans to Borrower Parent, as the Borrower, in an aggregate the original principal amount not to exceed of $2,000,000 80,000,000 on the Effective Date (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date). The proceeds Term Loans are (i) to be repaid, together with interest and other amounts, in accordance with this Agreement and the other Financing Agreements and (ii) secured by all of the Collateral. The entire unpaid principal amount of the Term Loans and all accrued and unpaid interest thereon and all other Term Loan Obligations shall be due and payable on the earlier of the effective date of termination of this Agreement, June 30, 2008 or the acceleration of the Obligations. Except for the making of the Term Loans as set forth in this Section 2.3, Borrowers shall have no right to request and Term Lenders shall have no obligation to make any additional loans or advances to Borrowers under this Section 2.3 and any repayments of the Term Loans shall not be used for general working capital purposes subject to any readvance to or reborrowing by Borrowers. The parties hereto agree and for capital expenditures. (ii) Interest shall accrue acknowledge that proceeds from the date making of each the Term Loans in the amount of $80,000,000 shall be applied to pay fees and expenses of Term Loan at Agent, Agent and the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due Lenders incurred in connection with the extension of the Term Loans and, to the extent of all remaining amounts, to prepay the outstanding amount of Revolving Loans on the Effective Date. (b) On or after April 15, 2006, Borrowers may, upon three (3) Business Days’ notice to the Agent and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan Agent, prepay, in whole or in part without penalty or premium. part, the Term Loans in integral multiples of $5,000,000 or, if less, the remaining balance of the Term Loans; provided, that, (iiii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall no such payment may be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which made unless and until the Term Loan is Availability Condition has been satisfied and (ii) Parent, as the Borrower, must pay a prepayment fee to be made. Such notice shall be substantially Term Loan Lenders calculated with respect to the principal amount prepaid in accordance with the form of Exhibit C. The notice shall be signed table in Section 13.1(d), together with any costs incurred by an Authorized Officerthe Term Lenders under Section 3.3(d) hereof.

Term Loans. The existing balance on the CONSTRUCTION LOAN, including any advance made to increase WORKING CAPITAL, as of CONSTRUCTION LOAN TERMINATION DATE will be restated and said balance will be paid by the TERM NOTES substantially in the forms attached hereto as Exhibits B, C, and D, respectively, and are by this reference made a part hereof. The TERM NOTES evidence the "TERM LOANS". The TERM NOTES shall be amortized on a ten (i10) Subject year basis and repaid as follows: On the eighth (8th) day of every third (3rd) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay to ADMINISTRATIVE AGENT, for the account of BANKS in accordance with their respective COMMITMENTS in the FIXED RATE LOAN, the scheduled principal payment shown in Schedule I, attached hereto and upon by this reference made a part hereof, plus accrued interest on the terms and conditions FIXED RATE LOAN. In addition, on the eighth (8th) day of this Agreementevery third (3rd) month, commencing three (I3) Borrower may request and Bank agrees months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay $1,902,832.10 to make one or more term loans ADMINISTRATIVE AGENT, for the account of BANKS in accordance with their respective COMMITMENT in the TERM LOANS, as follows: (a) first to Borrower in an aggregate original principal amount not accrued interest on the LONG TERM REVOLVING NOTES; (b). next to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively accrued interest on the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date VARIABLE RATE NOTES; and (II) Borrower may request and Bank agrees c). next to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyon the VARIABLE RATE NOTES. After the VARIABLE RATE NOTES have been fully paid, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans such quarterly payments shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from allocated first to accrued interest on the date of each Term Loan at the rate specified in Section 2.3(a)LONG TERM REVOLVING NOTES, and prior thence to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are principal outstanding on the Availability End Date LONG TERM REVOLVING NOTES; provided, however, that, if there is no outstanding interest or principal on the LONG TERM REVOLVING NOTES, or the MAXIMUM AVAILABILITY on the LONG TERM REVOLVING NOTES has been reduced to zero dollars ($0), then such quarterly payment shall no longer be required. In addition, on each REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE, BORROWER shall pay and apply to the then outstanding principal balance of the LONG TERM REVOLVING NOTES, if any, the amount necessary to reduce the outstanding principal balance of the LONG TERM REVOLVING NOTES so that they are within the MAXIMUM AVAILABILITY applicable on each such REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE. All unpaid principal and accrued interest under the TERM LOANS shall be due and payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity DateLOAN TERMINATION DATE applicable thereto, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may if not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumsooner paid. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (i) Subject On each Payment Date commencing with the first Payment Date occurring after Term Loans have been Borrowed, the Borrower shall repay to and upon the terms and conditions Administrative Agent, for the ratable account of this Agreementthe Lenders, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior equal to the Availability End Date shall amount set forth on Schedule 2.06 (as may be payable monthly amended in arrears beginning on the 20th day of the month next following the accordance with this Agreement) for such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Payment Date, at which time all amounts due in connection with any remaining outstanding principal amount of the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loanspayable by the Borrower on the Maturity Date; provided that, once repaidafter the Commercial Operation Date has occurred, may not be reborrowed. the Borrower may prepay any Term Loan may, from time to time by delivering a written notice (each, a “Deferral Notice”) to the Administrative Agent at least three (3) U.S. Government Securities Business Days before the relevant Payment Date, defer, in whole or in part without penalty part, the amount of the Term Loans to be paid on any Payment Date (the amount of the Term Loans being deferred, the “Deferred Amount”) to a date that is up to ninety (90) days after the relevant Payment Date (such date, the “Deferred Date”) subject to the following conditions: (a) the aggregate amount of days by which payment of the Term Loans may be deferred shall not exceed ninety (90) days, (b) no Default or premium. Event of Default shall have occurred or be continuing, (iiic) When Borrower desires no amounts remain on deposit in the Debt Service Reserve Account (or if amounts remain on deposit in the Debt Service Reserve Account, the Deferred Amount is equal to obtain the excess of the principal amount of the Term Loans due and payable on such Payment Date over the amounts that remain on deposit in the Debt Service Reserve Account)[Reserved], (d) the reason for such deferral shall be solely that processing of Minerals from the Project has been delayed and, as a Term Loan result of such delay, the Refined Gold and Refined Silver have not been delivered to Peak’s Gold Metals Account (other than each such term as defined in the initial Term LoanToll Milling Agreement), Borrower and (e) the Administrative Agent shall notify Bank have received a certificate of a Responsible Officer of Contango certifying that, in Contango’s reasonable opinion, after due inquiry, Refined Gold and Refined Silver (which notice shall each such term as defined in the Toll Milling Agreement) will be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day delivered prior to the date Deferred Date in an amount sufficient to pay the Deferred Amount in full; provided, further, that in the event that the first cash distribution received from the Project Company immediately following the Amendment Agreement Effective Date is less than twenty-seven million U.S. Dollars ($27,000,000), (x) the principal amount set forth on which Schedule 2.06 corresponding to the April 30, 2025 Payment Date shall be reduced by an aggregate amount equal to two million U.S. Dollars ($2,000,000) and (y) the principal amounts set forth on Schedule 2.06 corresponding to each of the September 30, 2025 and December 31, 2025 Payment Dates shall each be increased by an aggregate amount equal to one million U.S. Dollars ($1,000,000). All amounts repaid pursuant to this Section 2.06 shall permanently reduce the aggregate amount of Term Loan Commitments in an amount equal to the amount of such repayment. Upon any such reduction of Term Loan Commitments, the Term Loan is to be made. Such notice Commitment of each Lender shall be substantially in reduced by such Lender’s ratable share of the form amount of Exhibit C. The notice shall be signed by an Authorized Officersuch reduction.

Term Loans. (i) Subject The existing balance on the CONSTRUCTION LOAN, including any advance made to increase WORKING CAPITAL, as of CONSTRUCTION LOAN TERMINATION DATE will be restated and upon said balance will be paid by the terms TERM NOTES substantially in the forms attached hereto as Exhibits ▇-▇, ▇-▇, C, and conditions D, respectively, and are by this reference made a part hereof. The TERM NOTES evidence the “TERM LOANS”. The TERM LOANS will consist of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower a FIXED RATE LOAN in an aggregate original the principal amount not to exceed of $2,000,000 (each a “Tranche A Term Loan” and collectively 50,000,000.00 evidenced by the “Tranche A Term Loans”) at any time from FIXED RATE NOTES, the Closing Date through FIXED RATE II LOAN in the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not of $25,000,000.00 evidenced by the FIXED RATE II NOTES, a VARIABLE RATE LOAN in the principal amount of $15,000,000.00 evidenced by the VARIABLE RATE NOTES and the LONG TERM REVOLVING LOAN in the principal amount of $10,000,000.00 evidenced by the LONG TERM REVOLVING NOTES. The TERM NOTES will be amortized on a ten (10) year basis and repaid as follows: On the eighth (8th) day of every third (3rd) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER will pay to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyADMINISTRATIVE AGENT on the FIXED RATE NOTES, for the account of BANKS in accordance with their respective COMMITMENTS in the FIXED RATE LOAN, the “Tranche B Term Loans” scheduled principal payment shown in Schedule I, attached to this AGREEMENT and together by this reference made a part hereof, plus accrued interest on the FIXED RATE NOTES. On the eighth (8th) day of every third (3rd) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER will pay to ADMINISTRATIVE AGENT on the FIXED RATE II NOTES, for the account of BANKS in accordance with their respective COMMITMENTS in the Tranche A Term Loans, each a “Term Loan” and collectivelyFIXED RATE II LOAN, the “Term Loans”scheduled principal payment shown in Schedule II, attached to this AGREEMENT and by this reference made a part hereof, plus accrued interest on the FIXED RATE II NOTES. In addition, on the eighth (8th) at any time from day of every third (3rd) month, commencing three (3) months after the date Borrower achieves CONSTRUCTION LOAN TERMINATION DATE, BORROWER will pay $870,773.16 to ADMINISTRATIVE AGENT, for the Tranche B Milestones through account of BANKS in accordance with their respective COMMITMENT in the Availability End DateVARIABLE RATE LOAN and LONG TERM REVOLVING LOAN, as follows: (a) first to accrued interest on the LONG TERM REVOLVING NOTES; (b) next to accrued interest on the VARIABLE RATE NOTES; and (c) next to principal on the VARIABLE RATE NOTES. The proceeds of After the Term Loans VARIABLE RATE NOTES have been fully paid, such quarterly payments shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from allocated first to accrued interest on the date of each Term Loan at the rate specified in Section 2.3(a)LONG TERM REVOLVING NOTES, and prior then to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are principal outstanding on the Availability End Date LONG TERM REVOLVING NOTES; provided, however, that, if there is no outstanding interest or principal on the LONG TERM REVOLVING NOTES, or the MAXIMUM AVAILABILITY on the LONG TERM REVOLVING NOTES has been reduced to zero dollars ($0), then such quarterly payment shall no longer be required. In addition, on each REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE, BORROWER shall pay and apply to the then outstanding principal balance of the LONG TERM REVOLVING NOTES, if any, the amount necessary to reduce the outstanding principal balance of the LONG TERM REVOLVING NOTES so that they are within the MAXIMUM AVAILABILITY applicable on each such REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE. All unpaid principal and accrued interest under the TERM LOANS shall be due and payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity DateLOAN TERMINATION DATE applicable thereto, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may if not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumsooner paid. 7. The Schedule II attached to this Amendment is hereby attached to and made a part of the AGREEMENT. 8. Section 2.6 of the AGREEMENT is hereby amended by adding new subsection (iiid) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.as follows:

Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (ia) Subject to on the last Business Day of each March, June, September and upon the terms and conditions of this AgreementDecember, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in commencing with December 29, 2017, an aggregate original principal amount not (x) in Dollars equal to exceed $2,000,000 (each a “Tranche A 0.25% of the aggregate principal amount of all Closing Date USD Term Loan” and collectively the “Tranche A Term Loans”) at any time from Loans outstanding on the Closing Date through the Availability End Date and (IIy) Borrower may request and Bank agrees in Euros equal to make one or more additional term loans to Borrower in an 0.25% of the aggregate original principal amount not to exceed $2,000,000 of all Closing Date Euro Term Loans outstanding on the Closing Date (in each case, which payments shall be reduced as a “Tranche B Term Loan” and collectively, result of the “Tranche B Term Loans” and together application of prepayments in accordance with the Tranche A order of priority set forth in Section 2.05) and (b) on the Maturity Date for the Closing Date Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds aggregate principal amount of the all Closing Date Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning outstanding on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafterdate. Any In connection with any Incremental Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments constitute part of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through Class as the Term Loan Maturity Date, at which time all amounts due in connection with the Closing Date USD Term Loans and any other amounts due under this Agreement shall be immediately due and payable. or Closing Date Euro Term Loans, once repaidas applicable, may the Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Closing Date USD Term Loans or Closing Date Euro Term Loans, as applicable, comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans provided, that if such Incremental Term Loans are to be reborrowed. Borrower may prepay “fungible” with the Closing Date USD Term Loans or Closing Date Euro Term Loans, as applicable, notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in whole or in part without penalty or premium. (iiisuch other percentage(s) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on agreed by Borrower and the Business Day prior Administrative Agent to ensure that the date on which Incremental Term Loans will be “fungible” with the Closing Date USD Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerLoans or Closing Date Euro Term Loans, as applicable.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank each Lender that has a Term A Loan Commitment severally agrees to make one or more a term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from loan on the Closing Date through (the Availability End Date and (II"Term A Loan") Borrower may request and Bank agrees to make one or more additional term loans to Borrower Borrowers in an the original aggregate original principal amount not equal to exceed $2,000,000 (each a “Tranche B such Lender's Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End DateLoan Commitment. The proceeds of the Term Loans A Loan shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date repaid in monthly installments of each Term Loan at the rate specified in Section 2.3(a), and prior principal equal to the Availability End Date $250,000. Each such installment shall be due and payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same first day of each month thereafter. Any Term Loans that are outstanding commencing on the Availability End Date shall be payable in equal monthly installments first day of principal, plus all accrued interest, beginning on the Amortization Start thirteenth month following the Closing Date and continuing on the same first day of each succeeding month thereafter through until and including the date on which the unpaid balance of the Term A Loan Maturity Date, at which time is paid in full. The outstanding principal balance and all amounts due in connection with accrued and unpaid interest under the Term Loans A Loan shall be due and any other amounts due under payable upon the termination of this Agreement shall (or all Revolving Credit Commitments), whether by its terms, by prepayment, by acceleration, or otherwise. The unpaid principal balance of the Term A Loan may be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan prepaid in whole or in part without penalty or premiumpremium at any time during the term of this Agreement upon 30 days prior written notice by Borrowers to Agent, all such prepaid amounts to be applied to the installments due on the Term A Loan in the inverse order of their maturity, provided that, no such prepayment of the Term A Loan shall be made unless, both before and after giving effect thereto, Availability is not less than $1,000,000. All amounts outstanding under the Term A Loan shall constitute Obligations. (iiiii) When Borrower desires Subject to obtain the terms and conditions of this Agreement, each Lender that has a Term B Loan Commitment severally agrees to make a term loan on the Closing Date (the "Term B Loan") to Borrowers in the original aggregate principal amount equal to such Lender's Term B Loan Commitment. The outstanding principal amount of the Term B Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice after giving effect to any conversions pursuant to Section 15 hereof) shall be irrevocable) by facsimile transmission repaid in monthly installments of principal equal to $62,500. Each such installment shall be received no later than 3:30 p.m. Eastern time due and payable on the Business Day prior to first day of each month commencing on the first day of the thirteenth month following the Closing Date and continuing on the first day of each succeeding month until and including the date on which the unpaid balance of the Term B Loan is paid in full or has been converted pursuant to be madeSection 15 hereof. Such notice The outstanding principal balance and all accrued and unpaid interest under the Term B Loan shall be substantially due and payable upon the termination of this Agreement (or all Revolving Credit Commitments), whether by its terms, by prepayment, by acceleration, or otherwise. If and only if the Term A Loan has been repaid in full, the unpaid principal balance of the Term B Loan may be prepaid in whole or in part without penalty or premium at any time during the term of this Agreement upon 30 days prior written notice by Borrowers to Agent, all such prepaid amounts shall be applied to the installments due on the Term B Loan in the form inverse order of Exhibit C. The their maturity; provided, however, that (A) notwithstanding anything herein to the contrary, the Term B Loan Lender shall have the right to convert all or any portion of the Term B Loan into shares of Common Stock, pursuant to Section 15 of this Agreement, at any time during the 30 day period after the Borrowers' delivery of written notice of the proposed prepayment of the Term B Loan and (B) no such prepayment of the Term B Loan shall be signed by an Authorized Officermade unless, both before and after giving effect thereto, Availability is not less than $1,000,000. All amounts outstanding under the Term B Loan shall constitute Obligations.

Term Loans. (a) Subject to the terms and conditions of this Agreement including Sections 3.1 and 3.3, each Lender agrees (severally, not jointly or jointly and severally) to make initial Term Loans on the Closing Date (the “Initial Term Loans” and such loans comprising the “Initial Term Loan Facility”) to Borrower, in an aggregate principal amount not to exceed the amount of such Lender’s Initial Term Loan Commitment; provided, that after giving effect to the making of the Initial Term Loan, in no event shall the aggregate Initial Term Loans exceed the lesser of the Initial Borrowing Base or the Initial Term Loan Commitments then in effect. Each Lender’s Initial Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Initial Term Loan in an amount equal to the amount of such Lender’s Pro Rata Share of such Initial Term Loan. Any principal amount of the Initial Term Loan which is repaid or prepaid may not be reborrowed. (b) The outstanding unpaid principal amount of the Initial Term Loans shall be repaid in consecutive monthly installments on the first Business Day of each month (each a “Payment Date”), beginning with December 1, 2023; each such monthly installment shall be in an aggregate amount equal to 1.25% of the original principal amount of the Initial Term Loan. Notwithstanding the foregoing, the last such installment in respect of the Initial Term Loan shall be in the amount necessary to repay in full the unpaid principal amount of the Initial Term Loan. The outstanding unpaid principal balance and all accrued and unpaid interest on the Initial Term Loan shall be due and payable on the earlier of (i) the Maturity Date and (ii) the date of the acceleration of the Initial Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Initial Term Loan shall constitute Obligations hereunder. (c) Subject to and upon the terms and conditions of this Agreement, including Section 3.3, and the Second Amendment Conditions Precedent, each Lender agrees (Iseverally, not jointly or jointly and severally) Borrower may request and Bank agrees to make one or more term an Incremental Term Loans on the Second Amendment Effective Date (the “Incremental Term Loan” and such loans comprising the “Incremental Term Loan Facility”) to Borrower Borrower, in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A the amount of such Lender’s Incremental Term Loan Commitment; provided, that after giving effect to the making of the Incremental Term Loan” , in no event shall the sum of the Initial Term Loan plus the Incremental Term Loan exceed the lesser of the Initial Borrowing Base or the sum of the Initial Term Loan Commitments plus the Incremental Term Loan Commitment then in effect. Each Lender’s Incremental Term Loan Commitment shall be permanently reduced immediately and collectively without further action upon the “Tranche A making of the Incremental Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower Loan in an aggregate original amount equal to the amount of such Lender’s Pro Rata Share of such Incremental Term Loan. Any principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Incremental Term Loans shall Loan which is repaid or prepaid may not be used for general working capital purposes and for capital expendituresreborrowed. (iid) Interest shall accrue from The outstanding unpaid principal balance and all accrued and unpaid interest on the date of each Incremental Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be due and payable monthly in arrears beginning on the 20th day earlier of (i) the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Incremental Term Loan Maturity Date, at which time all amounts due in connection with and (ii) the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any date of the acceleration of the Incremental Term Loan in whole or accordance with the terms hereof. All principal of, interest on, and other amounts payable in part without penalty or premiumrespect of the Incremental Term Loan shall constitute Obligations hereunder. (iiie) When Borrower desires to obtain a The Incremental Term Loan (other than established pursuant to this Section 2.1 shall be included in the initial Term Loan), Borrower shall notify Bank (which notice and shall be irrevocable) entitled to all the benefits afforded by facsimile transmission to be received no later than 3:30 p.m. Eastern time on this Agreement and the Business Day prior to other Loan Documents, and shall, without limiting the date on which foregoing, benefit equally and ratably from any guarantees and the Term security interests created by the Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerDocuments.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank The Company hereby agrees to make one or more execute and deliver to the Agent, for each Lender, a term loans to Borrower note, in an aggregate original principal amount not to exceed $2,000,000 the form of Exhibit A attached hereto (each individually, a “Tranche A "Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” Note" and collectively, the “Tranche B "Term Loans” and together with Notes"), payable to --------- ---------- such Lender, in the Tranche A amount of its Commitment, to evidence the Term Loans to be extended by the Lenders. (b) Upon such delivery of such Term Notes, each of the Lenders (severally, but not jointly) hereby agrees to extend to the Company its ratable share (in the same percentage which its Revolving Loan commitment bears to the aggregate Revolving Loan commitment of all Lenders) of the Term Loans, each a “Term Loan” and collectively, in the “Term Loans”aggregate principal amount of $29,000,000. (c) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds principal amount of the Term Loans shall be used repaid the Agent, for general working capital purposes and for capital expenditures. the ratable account of the Lenders, by the Company by: (i) fifty nine (59) equal monthly principal installments of $355,000 each, followed by (ii) Interest shall accrue from one (1) installment of $8,055,000, whereof the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date first installment shall be due and payable monthly in arrears beginning on April 1, 1999 and the subsequent installments shall be due and payable on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same first business day of each month thereafter through until paid in full. (d) In the Term Loan Maturity Dateevent this Financing Agreement or the Line of Credit is terminated by either the Agent or the Company for any reason whatsoever, at which time all amounts due in connection with the Term Loans shall become due and payable on the effective date of such termination notwithstanding any other provision to the contrary in the Promissory Note or this Financing Agreement. (e) The Company may prepay at any time, at its option, in whole or in part, the Term Loans, provided that on each such prepayment, the Company shall pay: (i) accrued interest on the principal so prepaid to the date of such prepayment and (ii) the Prepayment Premium, if any. (f) In the event the Company has Surplus Cash in any fiscal year beginning October 4, 1998, the Company must, within 120 days of the end of the fiscal year in which such Surplus Cash accrues, make a Mandatory Prepayment of the Term Loans by an amount equal to fifty percent (50%) of said Surplus Cash. (g) Each prepayment shall be applied to the then last maturing installments of principal of the Term Loans. (h) The Company hereby authorizes the Agent to charge its Revolving Loan account with the amount of all amounts due under this Agreement shall Section 4.1 as such amounts become due. The Company confirms that any charges which the Agent may so make to its account as herein provided will be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior made as an accommodation to the date on which Company and solely at the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerAgent's discretion.

Term Loans. The Borrower shall repay to the Term Lenders the aggregate principal amount of all Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 and increased with respect to any increase to the Term Loan pursuant to Section 2.01(b) and Section 2.16)), unless accelerated sooner pursuant to Section 8.02; provided however that the amount of any such payment on the installment dates set forth in the table above shall be automatically adjusted to account for the making of any Delayed Draw Term Loans as follows: from and after the making of any Delayed Draw Term Loan, the Borrower shall make payments on the Term Loans (as increased by such Delayed Draw Term Loans) resulting in quarterly scheduled amortization payments that represent the same percentage as the amortization, expressed as a percentage, that is applicable to the Term Loans (without giving effect to the impact of any mandatory or voluntary prepayments on such scheduled amortization) immediately prior to such Borrowing of Delayed Draw Term Loans (it being understood that, for the avoidance of doubt, no such making of any Delayed Draw Term Loans shall result in a decrease in the amortization applicable to any Term Loans outstanding immediately prior to such Borrowing of Delayed Draw Term Loans), it being understood and agreed that the automatic increase to the installments described in this proviso shall not occur until the installment date representing the last day of the first full Fiscal Quarter after the Borrowing of such Delayed Draw Term Loan; provided further, that (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original final principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds repayment installment of the Term Loans shall be used for general working capital purposes repaid on the Maturity Date and for capital expenditures. in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date, (ii) Interest if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall accrue from come due on a day other than a Business Day, such principal repayment installment shall be due on the date of each Term Loan at the rate specified in Section 2.3(a)next succeeding Business Day, and prior to the Availability End Date such extension of time shall be payable monthly reflected in arrears beginning on computing interest or fees, as the 20th day of the month next following the such Term Loan, case may be and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When if any principal repayment installment to be made by the Borrower desires to obtain on a Term SOFR Loan (shall come due on a day other than the initial Term Loan)a Business Day, Borrower shall notify Bank (which notice such principal repayment installment shall be irrevocable) by facsimile transmission extended to the next succeeding Business Day unless the result of such extension would be received no later than 3:30 p.m. Eastern time to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerDay.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank each Lender agrees to make one or more term loans to the Borrower in an aggregate original principal amount not equal to exceed $2,000,000 such Lender’s Closing Date Term Loan Commitment (each a “Tranche A Term Loan” and collectively the “Tranche A Closing Date Term Loans”) at any time from on the Closing Date. Upon the funding of the Term Loans on the Closing Date, the Lenders’ Closing Date Term Loan Commitments shall automatically terminate. (b) To request the Term Loans on the Closing Date, the Borrower shall deliver to the Agent a Funding Notice not later than 12:00 p.m., New York City time, three (3) Business Days before the Closing Date through (or such shorter period of time as may be approved by the Availability End Agent). Upon receipt of such Funding Notice, Agent shall promptly notify the Lenders thereof. Such Funding Notice shall be signed by a duly authorized representative of the Borrower and shall be in the form of Exhibit A. The written Funding Notice shall specify the following information in compliance with Section 2.1: (i) the aggregate amount of the requested Closing Date Term Loans; (ii) the date of such borrowing; and (iii) the location and number of an account designated by the Borrower to which funds are to be disbursed (IIwhich may be in the form of a flow of funds memorandum, in form and substance reasonably satisfactory to the Agent and the Required Lenders attached to the Funding Notice). (c) Upon all of the conditions set forth in Section 3.1 having been satisfied or waived, the Lenders shall make the Closing Date Term Loans to be made by them available to the Borrower may request by wire transfer of immediately available funds at the account and/or accounts specified therefor in the flow of funds agreement attached to the Funding Notice. The Borrower shall promptly notify the Agent upon receipt of the Closing Date Term Loans. (d) Subject to the terms and Bank conditions of this Agreement, each Lender agrees to make one or more additional term loans to the Borrower in an aggregate original principal amount not equal to exceed $2,000,000 such Lender’s Delayed Draw Term Loan Commitment (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Delayed Draw Term Loans”) at any time from in a single installment on the date Borrower achieves the Tranche B Milestones through the Availability End Delayed Draw Funding Date. The proceeds Upon the earlier of (i) the funding of the Delayed Draw Term Loans or (ii) the Delayed Draw Termination Date, the Lenders’ Delayed Draw Term Loan Commitments shall be used for general working capital purposes and for capital expendituresautomatically terminate. (iie) Interest shall accrue from Within three (3) Business Days after the date of each Term Loan at Delayed Draw Eligibility Event, the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which deliver to Agent a notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The J (the “Delayed Draw Notice”) signed by a duly authorized representative of the Borrower, which notice shall (i) state that the Delayed Draw Eligibility Event has occurred and (ii) specify the location and number of an account designated by Borrower to which funds are to be signed disbursed on the Delayed Draw Funding Date. Promptly following receipt of the Delayed Draw Notice, the Agent shall forward the Delayed Draw Notice to each Lender with a Delayed Draw Term Loan Commitment. (f) Upon all of the conditions set forth in Section 3.2 having been satisfied as determined by an Authorized Officerthe Agent (or waived by the Agent in its sole discretion), the Lenders shall make the Delayed Draw Term Loans to be made by them available to the Borrower on the Delayed Draw Funding Date by wire transfer of immediately available funds at the account specified by the Borrower therefor. The Borrower shall promptly notify the Agent upon receipt of the Delayed Draw Term Loans. (g) Any principal amounts borrowed under this Section 2.1 which are repaid may not be reborrowed.

Term Loans. (i) Subject Pursuant to and upon the terms of the Existing Credit Agreement, certain of the Original Lenders made, severally and conditions not jointly, certain term loans to Borrower on the Original Closing Date (with respect to "Term Loan A" (as defined in the Existing Credit Agreement)) and June 15, 2000 (with respect to "Term Loan B" (as defined in the Existing Credit Agreement)). As of the Restatement Effective Date and immediately prior to the effectiveness of this Agreement, the outstanding principal balances of the existing Term Loan A and the existing Term Loan B (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B "Existing Term Loans” ") are $24,936,840.83 and together with $6,871,348.19, respectively. Borrower, Agent and Lenders agree that a portion of the Tranche A Existing Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of Loans shall continue as the Term Loans hereunder, each without in any way causing a novation of any of Borrower's obligations under the Existing Credit Agreement. On the Restatement Effective Date, Borrower shall repurchase, repay, or otherwise purchase all Loans of the Exiting Lenders, pursuant to the Repurchase Agreement, at a price equal to ninety percent (90%) of the principal outstanding amount of such Loans. After giving effect to such repayment, purchase or repurchase, the Indebtedness or other obligations evidenced by the Loans held by the Exiting Lenders will be used for general working capital purposes terminated and for capital expenditures. (ii) Interest shall accrue from the date extinguished and of each Term Loan at the rate specified in Section 2.3(a)no further force or effect, and prior Borrower and its Subsidiaries will have no further obligations or liabilities with respect to any such terminated and extinguished Loans under this Agreement, any other Loan Document, the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term LoanExisting Credit Agreement, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due or any agreement or note entered into in connection with the Existing Credit Agreement. After giving effect to such repurchase, (i) on the Restatement Effective Date, the outstanding principal balances of Term Loan A and Term Loan B shall be $4,000,000 and $1,000,000, respectively, and (ii) from and after the Restatement Effective Date, each of the Exiting Lenders shall cease to be a Lender and shall have no further rights or obligations under the Loan Documents (but shall continue to be a beneficiary of subsections 1.8, 1.9, and 9.1 of the Existing Credit Agreement). Collectively Term Loan A and Term Loan B will be referred to as the "Term Loans". Borrower shall repay the Term Loans through periodic payments on the dates and any other in the amounts due under this Agreement shall be immediately due and payableindicated below ("Scheduled Installments"). Any Term Loans, once repaid, Loan repaid may not be reborrowed. Borrower may prepay any March 31, 2003 $166,667 $4,167 June 30, 2003 $166,667 $4,167 September 30, 2003 $166,667 $4,167 December 31, 2003 $166,667 $4,167 March 31, 2004 $166,667 $4,167 June 30, 2004 $166,667 $4,167 September 30, 2004 $166,667 $4,167 December 31, 2004 $166,667 $4,167 March 31, 2005 $166,667 $4,167 June 30, 2005 $166,667 $4,167 September 30, 2005 $166,667 $4,167 November 30, 2005 The remaining unpaid principal balance of Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a A The remaining unpaid principal balance of Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.B

Term Loans. Subject to the provisions of §2.5 and the other terms and conditions set forth in this Agreement, each of the Term Lenders severally agrees to lend to the Borrower and the Borrower may borrow from each Term Lender from time to time during the Term Commitment Period (and with respect to the New Term Loans only, during the New Term Loan Commitment Period applicable to such New Term Loan) upon notice by the Borrower to the Administrative Agent given in accordance with §2.5 hereof, such Term Loans as are requested by the Borrower (each, a “Term Borrowing”) up to a maximum aggregate principal amount (after giving effect to all amounts requested and all previous Term Borrowings) equal to such Lender’s Term Commitment; provided that (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans (after giving effect to all amounts requested and all previous Term Borrowings) made hereunder shall be used for general working capital purposes and for capital expenditures. not at any time exceed the aggregate Term Commitments in effect at such time, (ii) Interest each Term Borrowing shall accrue from be in a minimum amount of $20,000,000, (iii) the Borrower shall make Term Borrowings in an aggregate principal amount equal to at least 50% of the aggregate Term Commitments on or before July 25, 2017, unless the Borrower terminates a portion of the unused Term Commitments by either making an affirmative election in accordance with §2.10(b) hereof or borrowing less than such amount and thereby making a deemed election in accordance with §2.10(c) hereof, and (iv) all Term Borrowings shall be made no later than the last day of the Term Commitment Period. The Term Commitments, with respect to the making of the Term Loans, shall expire on the last day of the Term Commitment Period (other than with respect to New Term Loans which shall expire on the last day of the applicable New Term Loan Commitment Period) (regardless of the failure of the Borrower to request Term Borrowings or the failure of the Borrower to fully utilize the Term Commitments). The Term Loans shall be made pro rata in accordance with each Term Lender’s Term Commitment Percentage. Each request for a Term Loan made pursuant to §2.5 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §10 have been satisfied or waived in accordance with §25 and that the conditions set forth in §11 have been satisfied on the date of each Term Loan at the rate specified in Section 2.3(a), such request and prior to the Availability End Date shall will be payable monthly in arrears beginning satisfied on the 20th day proposed Drawdown Date of the month next following the such requested Term Loan, provided that the making of such representation and continuing on warranty by the same day Borrower shall not limit the right of each month thereafterany Term Lender not to lend if such conditions have not been met. Any No Term Loans that are outstanding on the Availability End Date Loan shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall required to be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay made by any Term Loan Lender unless all of the conditions contained in whole §10 have been satisfied or waived in part without penalty or premium. (iii) When Borrower desires to obtain accordance with §25 and all of the conditions set forth in §11 have been met at the time of any request for a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (ia) Subject The Borrower may, on or before sixty (60) days prior to any Conversion Date of a Line of Credit Loan, request that the Borrower be permitted to satisfy its obligation to repay the then outstanding principal amount of such Line of Credit Loan by executing and delivering to the respective Lenders who are owed such Line of Credit Loan a Syndicate Term Note or Competitive Bid Term Note, as the case may be. Such Lenders shall decide in their sole discretion whether to accept a Syndicate Term Note or Competitive Bid Term Note in payment of such Line of Credit Loan and shall notify the Agent of such decision no later than forty-five (45) days prior to such Conversion Date. (b) If the Lenders agree to accept a Syndicate Term Note or Competitive Bid Term Note, as the case may be, then, subject to and upon the terms and conditions herein set forth, on the Conversion Date of this Agreementsuch Line of Credit Loan, (I) provided that there exists no Default or Event of Default, Borrower may request and Bank agrees shall satisfy its obligation to make one or more term loans to Borrower in an aggregate original repay the then outstanding principal amount not of such Line of Credit Loan by executing and delivering to exceed $2,000,000 (each the respective Lenders who are owed such Line of Credit Loan a “Tranche A Syndicate Term Loan” and collectively Note or a Competitive Bid Term Note, dated the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End applicable Conversion Date and (II) Borrower may request and Bank agrees payable to make one or more additional term loans to Borrower the applicable Lender in an aggregate original a principal amount not equal to exceed $2,000,000 such Lender's portion of the outstanding principal amount of the Line of Credit Loan being repaid on such Conversion Date. (each a “Tranche B Term Loan” and collectivelyc) Upon at least three (3) Business Days' prior telephonic notice (promptly confirmed in writing) to the Agent, Borrower shall have the “Tranche B Term Loans” and together with right, without premium or penalty, to prepay the Tranche A Term Loans, each a “Term Loan” in part or in whole, provided that (i) any such prepayment shall proportionately and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of permanently reduce the Term Loans shall be used for general working capital purposes and for capital expenditures. of each of the Lenders, (ii) Interest shall accrue from the date of each Term Loan at the rate specified in any partial prepayment pursuant to this Section 2.3(a), and prior to the Availability End Date 3.04 shall be payable monthly in arrears beginning on the 20th day an amount of the month next following the such Term Loanat least $1,000,000 and integral multiples of $100,000, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice any such prepayments shall be irrevocableapplied to installments of principal in inverse order of maturity, and (iv) by facsimile transmission no such reduction shall be permitted if prohibited or without payment of all costs required to be received no later than 3:30 p.m. Eastern time on the Business Day prior paid hereunder with respect to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officera prepayment.

Term Loans. (ia) Subject to and upon the terms and conditions of contained in this Agreement, (I) Borrower may request and Bank agrees the Lenders agree to make one or more term loans to the Borrower from time to time during the Commitment Period in an aggregate original principal amount of Original Principal not to exceed $2,000,000 100,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term "Loans” "), allocated among the Lenders as set forth in Schedule 1.01(a) (collectively, as reduced pursuant to Section 1.01(d) and together subject to adjustment for assignments under Article XII, the "Commitments" and, with respect to each Lender's allocation of the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”its "Commitment"). No Loans repaid may be reborrowed hereunder. (b) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from evidenced by the date of each Borrower's Term Loan at the rate specified in Section 2.3(a)Notes, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form attached hereto as Schedule 1.01(b) (together with any additional such Term Notes issued to any assignee(s) of Exhibit C. the Loans under Article XII or otherwise issued in substitution therefor or replacement thereof, the "Notes"). (c) The notice Borrower will pay to the Agent, for the ratable account of each Lender, the unpaid principal amount (which includes any capitalized interest with respect thereto) then outstanding under the Notes, without setoff, deduction or counterclaim, on the Maturity Date, when all amounts outstanding under the Notes, including all outstanding principal (which includes any capitalized interest with respect thereto) and accrued interest, fees, expenses and other charges in respect thereof shall be signed due and payable in full, and shall otherwise pay such amounts prior to the Maturity Date to the extent so required by the terms of this Agreement or the other Loan Documents. (d) The Commitments shall terminate and expire at 5:00 p.m. (New York time) on the Commitment Termination Date unless the conditions to making the initial Loans in Sections 3.01 and 3.02 have been satisfied or waived and the initial borrowing of Loans on the Closing Date in an Authorized Officeraggregate amount of Original Principal of not less than $35,000,000 for the purpose described in Section 2.01(a) shall have previously occurred.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreementhereof, (I) Borrower may request and Bank each Lender agrees severally to make one or more a single term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 loan (each a “Tranche A "Term Loan” and collectively ") to the “Tranche A Term Loans”) at any time from Borrower on the Closing Date through in the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B shown as such Lender's "Term Loan” and collectively" on the signature pages hereof, provided that the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds aggregate amount of the Term Loans shall not exceed $25,000,000. The Term Loans shall be used made initially as LIBOR Loans, upon notice received by the Agent from the Borrower at least three Eurodollar Business Days before the day on which the Term Loans are to be made; provided, however, that, notwithstanding any provisions of this Agreement to the contrary, during the period from and including the Closing Date to but excluding January 31, 2001, the Term Loans shall bear interest at the rate per annum equal to the sum of (i) LIBOR for general working capital purposes and for capital expenditures. an Interest Period of four months plus (ii) Interest shall accrue from the date of each Applicable Term Loan Margin. On the proposed borrowing date, not later than 12:00 noon, Los Angeles time, each Lender shall make available to the Agent at the rate its office specified in Section 2.3(a), and prior to 9.2 the Availability End Date shall be payable monthly in arrears beginning on the 20th day amount of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Lender's Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due immediately available funds. Amounts borrowed under this Agreement shall be immediately due Section 2.4(a) and payable. Term Loans, once repaid, repaid or prepaid may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (b) Subject to Sections 2.11 and 2.13, the Term Loans may from time to time be (i) LIBOR Loans, (ii) Base Rate Loans or (iii) When a combination thereof, as determined by the Borrower desires and notified to obtain a the Agent in accordance with either Section 2.4(a) or Section 2.7. Each Lender may make or maintain its Term Loan to the Borrower by or through any Applicable Lending Office. (other than c) The Term Loan made by each Lender to the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) evidenced by facsimile transmission to be received no later than 3:30 p.m. Eastern time on a promissory note of the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be Borrower, substantially in the form of Exhibit C. The notice shall be signed L (a "Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Lender and representing the obligation of the Borrower to pay the unpaid principal amount of the Term Loan made by an Authorized Officersuch Lender to the Borrower, with interest thereon as prescribed in Sections 2.9 and 2.

Term Loans. (ia) Subject at all times to and upon all of the terms and conditions of this Agreement, (I) Borrower may request and Bank the Lender hereby agrees to make one or more term loans extend to the Borrower (i) a Term Loan in an aggregate original the principal amount not to exceed of $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date 2,500,000, and (IIii) Borrower may request and Bank agrees to make one or more an additional term loans to Borrower Term Loan in an aggregate original the principal amount not to exceed of $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date2,500,000. The proceeds Each of the Term Loans shall be used for general working capital purposes borrowed in a single borrowing on the Closing Date, and for capital expendituresany principal amounts repaid in respect of the Term Loans may not be reborrowed. (b) The Term Loans shall be repayable in accordance with the schedules of payments set forth in the Term Notes. The Borrower shall be required to prepay the Term Loans (i) in full upon the consummation of any Sale, and (ii) Interest in part from time to time in the event and to the extent of 33% of any and all Qualified Proceeds received by the Borrower or any Subsidiary from time to time. With respect to any prepayment under the foregoing clause (ii), same shall accrue from be due and payable as and when the date amount of each Term Loan at Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the rate specified in Section 2.3(aevent that no acquisition transaction is then pending, or sixty (60) days after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds have not been applied to the purchase price and/or related expenses of a consummated business acquisition), and prior shall be applied to the Availability End Date principal of the Term Notes ratably in proportion to the respective principal balances thereof. (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loans at the rate(s) per annum as in effect from time to time in accordance with the Term Notes. Such interest shall be payable monthly in arrears beginning on the 20th first day of each calendar month and on the month next following Term Loans Maturity Date, and shall be computed on the such daily unpaid balance of each Term Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and continuing on payable in respect of the same day of each month thereafter. Any Term Loans Loans; provided, however, that are outstanding on the Availability End Date Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time such interest and/or principal is due and payable). (d) Unless sooner due and payable by reason of an Event of Default hereunder having occurred, the Borrower shall pay to the Lender all of the then-outstanding Obligations in equal monthly installments respect of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. on the Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumLoans Maturity Date. (iiie) When Borrower desires to obtain a The Tranche A Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) evidenced by facsimile transmission to be received no later than 3:30 p.m. Eastern time on a secured Term Note of the Business Day prior Borrower payable to the date on which Lender or registered assigns, and the Tranche B Term Loan is to be made. Such notice shall be substantially in evidenced by a secured Term Note of the form of Exhibit C. The notice shall be signed by an Authorized OfficerBorrower payable to the Lender or registered assigns.

Term Loans. Make (i) Subject any voluntary payments (whether a prepayment, redemption, retirement, defeasance or acquisition for value (and excluding, for the avoidance of doubt, cancellation for no value) with respect to and upon the terms and conditions principal amount of this any Term Loans, (ii) any payment of interest with respect to the Second Lien Term Loans, or (iii) any mandatory prepayment pursuant to Section 3.1.1(d) of the First Lien Term Loan Credit Agreement, or the corresponding provisions of the Second Lien Term Loan Credit Agreement or any Refinancing Debt with respect to the foregoing (any such mandatory prepayment, the “Excess Cash Flow Prepayment”), except: (a) such payments made with the proceeds of Refinancing Debt; (I) Borrower may request and Bank agrees the payment of interest on the Term Loans in the form of additional Debt, (II) the voluntary redemption of up to make one or more term loans to Borrower in an aggregate original $10,000,000 principal amount not of the First Lien Term Loans within three Business Days of the final determination of Final Working Capital (as defined in the Term Loan Amendment Agreement), (III) the conversion to exceed $2,000,000 (each a “Tranche Term A Second Lien Term Loan” Loans of, and collectively the “Tranche A cancellation for no consideration of, Term Loans”) at any time from B Second Lien Term Loans issued on the Closing Date through as provided in the Availability End Second Lien Term Loan Credit Agreement as in effect at the Closing Date made within three Business Days of the final determination of Final Working Capital (as defined in the Term Loan Amendment Agreement) in accordance with the Term Loan Amendment Agreement (following such conversion and cancellation there will be no Term B Second Lien Term Loans outstanding under the Second Lien Term Loan Credit Agreement), and (IV) the cancelation of Second Lien Term Loans in satisfaction of indemnification obligations of the Second Lien Lenders pursuant to Section 5.8 of the Term Loan Amendment Agreement; (c) the payment of cash interest on the Second Lien Term Loans (other than Term C Second Lien Term Loans for the first three years following the Closing Date) solely to the extent SRC is not permitted to capitalize such interest under the Second Lien Term Loan Credit Agreement as in effect on the Closing Date; (d) on or after March 31, 2015, annual Excess Cash Flow Prepayments, so long as both before and after giving effect to such prepayments, no Default or Event of Default shall have occurred and be continuing and the pro forma average daily amount of Liquidity for the 30 day period immediately preceding such prepayment and the pro forma Liquidity on the date of such prepayment is at least (I) if the Excess Cash Flow Prepayment is increased by any working capital adjustment, 20% or (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyotherwise, the “Tranche B Term Loans” and together with the Tranche A Term Loans15%, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans aggregate Commitments (and a Senior Officer of SRC shall be used for general working capital purposes certify to Agent in a certificate in form and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a)substance satisfactory to Agent, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other less than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the five Business Day Days prior to the date of payment, that all such conditions have been satisfied); and (e) on which or after March 31, 2015, other payments so long as both before and after giving effect to such prepayments, no Default or Event of Default shall have occurred and be continuing and the Term Loan pro forma average daily amount of Liquidity for the 30 day period immediately preceding such prepayment and the pro forma Liquidity on the date of such prepayment and the projected average monthly amount of Liquidity for the immediately following consecutive 12-month period is at least 20% of the aggregate Commitments, and the pro forma Consolidated Fixed Charge Coverage Ratio is at least 1.10 to be made. Such notice 1.00 (and a Senior Officer of SRC shall be substantially certify to Agent in a certificate in form and substance satisfactory to Agent, not less than five Business Days prior to the form date of Exhibit C. The notice shall be signed by an Authorized Officerpayment, that all such conditions have been satisfied).

Term Loans. (ia) Subject to and upon the terms and conditions of this AgreementAgreement including Sections 3.1 and 3.3, each Lender agrees (Iseverally, not jointly or jointly and severally) Borrower may request and Bank agrees to make one or more term Term Loans on the Closing Date (the “Term Loans” and such loans comprising the “Term Loan Facility”) to Borrower Borrower, in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A the amount of such L▇▇▇▇▇’s Term Loan Commitment; provided, that after giving effect to the making of the Term Loan” , in no event shall the aggregate Term Loans exceed the lesser of the Borrowing Base or the Term Loan Commitments then in effect. Each Lender’s Term Loan Commitment shall be permanently reduced immediately and collectively without further action upon the “Tranche A making of the Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower Loan in an aggregate original amount equal to the amount of such Lender’s Pro Rata Share of such Term Loan. Any principal amount of the Term Loan which is repaid or prepaid may not to exceed $2,000,000 be reborrowed. (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”b) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds outstanding unpaid principal amount of the Term Loans shall be used for general working capital purposes repaid in consecutive monthly installments on the first Business Day of each month (each a “Payment Date”), beginning with April 1, 2027; each such monthly installment shall be based on a 15 year straight line amortization schedule in the form attached hereto as Schedule 2.1(b). Notwithstanding the foregoing, the last such installment in respect of the Term Loan shall be in the amount necessary to repay in full the unpaid principal amount of the Term Loan. The outstanding unpaid principal balance and for capital expenditures. all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date and (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day acceleration of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection accordance with the terms hereof. Any principal amount of the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, Loan that is repaid or prepaid may not be reborrowed. Borrower may prepay any Term Loan All principal of, interest on, and other amounts payable in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which respect of the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officerconstitute Obligations hereunder.

Term Loans. (ia) Subject to and upon the terms and conditions of contained in this Agreement, (I) Borrower may request and Bank agrees the Lenders agree to make one or more term loans to the Borrower from time to time during the Commitment Period in an aggregate original principal amount of Original Principal not to exceed $2,000,000 100,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term "Loans” "), allocated among the Lenders as set forth in Schedule 1.01(a) (collectively, as reduced pursuant to Section 1.01(d) and together subject to adjustment for assignments under Article XII, the "Commitments" and, with respect to each Lender's allocation of the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”its "Commitment"). No Loans repaid may be reborrowed hereunder. (b) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from evidenced by the date of each Borrower's Term Loan at the rate specified in Section 2.3(a)Notes, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form attached hereto as Schedule 1.01(b) (together with any additional such Term Notes issued to any assignee(s) of Exhibit C. the Loans under Article XII or otherwise issued in substitution therefor or replacement thereof, the "Notes"). Promptly following receipt of a Note on the Closing Date, each Lender agrees to surrender to the Borrower for cancellation the term note issued by Pegasus Media & Communications Finance Corporation to it on the Agreement Effective Date pursuant to the Original Agreement. (c) The notice Borrower will pay to the Agent, for the ratable account of each Lender, the unpaid principal amount (which includes any capitalized interest with respect thereto) then outstanding under the Notes, without setoff, deduction or counterclaim, on the Maturity Date, when all amounts outstanding under the Notes, including all outstanding principal (which includes any capitalized interest with respect thereto) and accrued interest, fees, expenses and other charges in respect thereof shall be signed due and payable in full, and shall otherwise pay such amounts prior to the Maturity Date to the extent so required by the terms of this Agreement or the other Loan Documents. (d) The Commitments shall terminate and expire at 5:00 p.m. (New York time) on the Commitment Termination Date unless the conditions to making the initial Loans in Sections 3.01 and 3.02 have been satisfied or waived and the initial borrowing of Loans on the Closing Date in an Authorized Officeraggregate amount of Original Principal of not less than $70,000,000 for the purpose described in Section 2.01(a) shall have previously occurred.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreementhereof, (I) and relying upon the representations and warranties herein set forth, each Bank with a Revolving Credit Commitment severally agrees that the Borrower may request shall have the right to borrow, repay and Bank agrees to make one or more reborrow term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 ONE HUNDRED TWENTY FIVE MILLION AND NO/100 DOLLARS (each a “Tranche A "Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” " and collectively, the “Tranche B "Term Loans” "), provided however, that the sum of (i) the outstanding principal balance of Revolving Credit Loans, the Swing Loans, the Supplemental Swing Loans, the Stated Amount of issued Letters of Credit, the unreimbursed draws of any Letter of Credit and together the Term Loans shall at not at any time exceed the Revolving Credit Commitments as the same may be reduced from time to time. Notwithstanding anything contained in the Agreement or any of the other Loan Documents to the contrary, the Term Loan facility is a sub-facility of the Revolving Credit Commitments, and as such shall mature, expire, be proportionally reduced or terminate upon the occurrence of a like event affecting the Revolving Credit Commitments. (i) The request by the Borrower for the advance with respect to the Tranche A Term Loans under this Section 2.4 shall be made by 1:00 P.M. (Pittsburgh, Pennsylvania time) to the Agent in writing, by an Authorized Officer, (A) in the case of Base Rate Loans, at least one (1) Business Day prior to the proposed advance of the Term Loans and (B) in the case of Eurodollar Rate Loans, at least three (3) Business Days prior to the proposed advance of the Term Loans, in each a “Term Loan” and collectively, the “Term Loans”) at any time from case specifying the date Borrower achieves on which such advance of the Tranche B Milestones through Term Loans is to be made, selecting the Availability End Dateinterest rate therefor pursuant to Subsection 2.5(b) hereof and, if appropriate, selecting the Interest Period therefor. The proceeds Borrower's written request for the advance of the Term Loans shall be used a request for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day advance of the month next following the such Term Loan, and continuing on the same day entire amount of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. evidenced by a Request for Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be Loans substantially in the form of Exhibit C. The notice shall be signed "C" hereto (a "Term Loan Request"), duly executed by an Authorized OfficerOfficer of the Borrower. Promptly upon receipt of such notice, the Agent shall notify each Bank of the Borrower's request, and each such Bank shall make its pro rata share of such advance under the Term Loans available at the Agent's principal office in immediately available funds no later than 4:00 P.M. (Pittsburgh, Pennsylvania time) on the date of the requested advance of Term Loans. (ii) [Intentionally omitted.]

Term Loans. Lenders previously made term loans to Borrower under the terms of the Existing Agreement, which Loans are in the aggregate, outstanding principal amount equal to the Existing Term Loans Balance as of the Closing Date (ithe “Existing Term Loans”). The parties hereto acknowledge and agree that the Existing Term Loans (and all accrued and unpaid interest thereon) shall, for all purposes of this Agreement and the Other Documents, constitute a part of the Term Loans (as hereinafter defined) which are outstanding under, governed by and payable in accordance with this Agreement and the Term Notes. Subject to and upon the terms and conditions of this Agreement, each Lender, severally and not jointly, will make an additional term loan (I) Borrower may request collectively, and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively inclusive of the “Tranche A Existing Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from to Borrower in the date Borrower achieves sum equal to such Lender’s Commitment Percentage of the Tranche B Milestones through remainder of (a) the Availability End DateTerm Loans Amount minus (b) the Existing Term Loans Balance. Once repaid, the Term Loans may not be reborrowed. The proceeds Term Loans shall be advanced on the Closing Date (exclusive of the Existing Term Loans which were advanced on the Existing Agreement Closing Date) and shall be (inclusive of the Existing Term Loans Balance of the Existing Term Loans), with respect to unpaid principal, payable as follows, subject, however, to acceleration upon the occurrence of an Event of Default under this Agreement or early termination of this Agreement for any reason: (i) monthly principal installments in the amount of $138,888.89 each due and payable on the first Business Day of each calendar month commencing January 1, 2006 and continuing through and including December 1, 2008, and (ii) a final principal installment in an amount equal to the then outstanding principal of all of the Term Loans, due and payable on the Maturity Date; provided, however, that the unpaid balance of all of the Term Loans shall be used for general working capital purposes due and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan payable in full at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day earlier of Borrower’s refinancing of any part of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due advanced under this Agreement shall or the end of the Term. Additionally, as set forth in and subject to Section 2.14(b), certain of Borrower’s Excess Cash Flow will be immediately due and payable. applied to the unpaid balance of the Term Loans, once repaid, may not such application to be reborrowedapplied to installments of principal in the inverse order of maturities thereof. Borrower may prepay any The Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice Loans shall be irrevocableevidenced by one or more secured promissory notes (collectively, the “Term Notes”) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be in substantially in the form of attached hereto as Exhibit C. The notice shall be signed by an Authorized Officer2.4.

Term Loans. (i) Subject to and upon the terms and conditions of this AgreementThe Borrowers may, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time and from time to time, upon written notice to the Closing Date through Administrative Agent received by the Availability End Date Administrative Agent not later than (x) in the case of LIBOR Rate Loans, 11:00 a.m. least three (3) Business Days’ prior to the date of prepayment and (IIy) Borrower may request and Bank agrees in the case of Reference Rate Loans, 11:00 a.m. one (1) Business Day’s prior to make one or more additional term loans the date of prepayment, in each case to Borrower in an aggregate original prepay the principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, of the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “in whole or in part. Each such notice shall specify the date and amount of such prepayment, whether the Term Loan” and collectivelyLoans to be prepaid are LIBOR Rate Loans or Reference Rate Loans, and, if LIBOR Rate Loans are to be prepaid, the “Interest Period(s) of such Term Loans (except that if the Term Loans to be prepaid includes both Reference Rate Loans and LIBOR Rate Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Reference Rate Loans to the full extent thereof before application to LIBOR Rate Loans (and, in the case of LIBOR Rate Loans, in direct order of Interest Period maturities). The Administrative Agent shall promptly notify each Term Loan Lender of its receipt of each such notice, and of the amount of such Term Loan Lender’s ratable portion of such prepayment. Each prepayment made pursuant to this clause (b)(ii) shall be irrevocable (except that such notice may be conditional) and shall be accompanied by the payment of (A) accrued interest to the date of such payment on the amount prepaid, (B) the Applicable Prepayment Premium, if any, payable in connection with such prepayment of the Term Loans”, (C) at any time from amounts payable under Section 2.09 in connection with such prepayment of the date Borrower achieves Term Loans, and (D) if such prepayment would reduce the Tranche B Milestones through the Availability End Date. The proceeds outstanding principal amount of the Term Loans to zero, all fees and other amounts which have accrued or otherwise become payable as of such date. Each such prepayment shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from applied pro rata against the date remaining installments of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning principal due on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (i) Subject Borrowers (on a joint and several basis) shall repay to Administrative Agent for the ratable account of the Appropriate Lenders with outstanding Initial Term Loans (A) on the last Business Day of each March, June, September and upon the terms and conditions of this AgreementDecember, (Ix) Borrower may request and Bank agrees to make one or more term loans to Borrower in commencing with September 30, 2021, an aggregate original principal amount not equal to exceed $2,000,000 (each a “Tranche A 0.25% of the aggregate principal amount of all Initial Term Loan” and collectively the “Tranche A Term Loans”) at any time from Loans outstanding on the Closing Date through (or, after the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B incurrence of any Delayed Draw Term Loan” and collectively, Loans incurred that will constitute part of the “Tranche B Term Loans” and together with same class as the Tranche A Initial Term Loans, an amount equal to the sum of (1) the Modified Amortization Percentage of the aggregate principal amount of Initial Term Loans outstanding immediately prior to giving effect to such incurrence and (2) the Modified Amortization Percentage of the aggregate principal amount of Delayed Draw Term Loans made on the Delayed Draw Funding Date) (which payments shall be adjusted from time to time as a result of the application of prepayments in accordance with Sections 2.12, 2.13 and 10.05(c)(iv)), together, in each a “case, with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment and (B) on the Maturity Date for the Initial Term Loan” and collectivelyLoans, the “aggregate principal amount of all Initial Term Loans outstanding on such date. i. In connection with any Term Loan Increase that will constitute part of the same Class as the Initial Term Loans”, the amount of the scheduled amortization payment that would otherwise be required pursuant to clause (i) at above shall be increased for the Appropriate Lenders on a pro rata basis to the extent necessary to ensure that the Appropriate Lenders holding Initial Term Loans immediately prior to such new Term Loan Increase continue to receive a payment that is not less than the same amount that such Lenders would have received absent the incurrence of such Term Loan Increase (i.e., the implied amortization percentage set forth in clause (i) above shall be automatically adjusted to reflect the Modified Amortization Percentage); provided that if such Term Loan Increase are to be “fungible” with the Initial Term Loans, notwithstanding any time from other conditions specified in this Section 2.11(a), the date Borrower achieves amortization schedule for such “fungible” Term Loan Increase may provide for amortization based on the Tranche B Milestones through Modified Amortization Percentage in accordance with Section 2.11(a)(i)(A) above to ensure that such Term Loan Increase will be “fungible” with the Availability End DateInitial Term Loans; provided, further, that without the consent of any other Credit Party, Agent or Lender, the Borrowers and the Administrative Agent may effect such amendments to the Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.11(a)(ii). The proceeds immediately preceding sentence of this Section 2.11(a)(ii) shall supersede any provision in Section 10.05 to the Term Loans shall be used for general working capital purposes and for capital expenditurescontrary. (ii) Interest shall accrue from the date The principal amount of each Term Loan at the rate specified any such payment set forth in Section 2.3(a), and prior to the Availability End Date clause (i) above shall be payable monthly adjusted to account for the addition of any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans to contemplate (A) the reduction in arrears beginning on the 20th day aggregate principal amount of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any any Initial Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due were paid down in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. incurrence of such Incremental Term Loans, once repaidExtended Term Loans or Refinancing Term Loans, may not be reborrowed. Borrower may prepay and (B) any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires increase to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior payments to the date on which extent and as required pursuant to the Term Loan is to be made. Such notice shall be substantially in the form terms of Exhibit C. The notice shall be signed by an Authorized Officerany applicable Incremental Amendment, Extension Amendment or Refinancing Amendment.

Term Loans. (i) Subject to and upon the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Borrower contained herein, (I) each Lender agrees, severally and not jointly, to lend to the Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A on the Closing Date its Pro Rata Share of the Term Loan” . The aggregate amount of the Term Loan shall be $21,000,000. The Term Loan shall be funded in one drawing. Amounts borrowed under this Section 2.1(A)(i) and collectively repaid may not be reborrowed. For the “Tranche A Term Loans”) at any time period from the Closing Date through to but excluding October 31, 1997, the Availability End Borrower shall be obligated to pay only accrued interest on the Term Loan on each Quarterly Date and (II) occurring prior to October 31, 1997. The Borrower may request and Bank agrees shall, in addition to make one or more additional term loans to Borrower in an aggregate original any mandatory prepayments required hereunder, repay the principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes Loan in 22 equal consecutive quarterly installments of principal equal to $875,000 plus accrued and for capital expendituresunpaid interest on each Quarterly Date, commencing on October 31, 1997, and a twenty-third and final installment of principal equal to $1,750,000 plus accrued and unpaid interest payable on March 31, 2003. (ii) Interest Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, each Lender agrees, severally and not jointly, to lend to the Borrower its Pro Rata Share of the LA Loan. The principal amount of the LA Loan shall accrue be up to, but not exceeding, $500,000 in amount. The LA Loan may be funded in up to six advances having a minimum amount equal to $50,000 and integral multiples of $10,000 in excess thereof during the period from the date of each Term hereof to but excluding October 31, 1997. Amounts borrowed under the LA Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, repaid may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires For the period from the Closing Date to obtain a Term Loan (other than but excluding October 31, 1997, the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission obligated to be received no later than 3:30 p.m. Eastern time pay only accrued interest on the Business Day LA Loan on each Quarterly Date occurring prior to October 31, 1997. The Borrower shall repay the date principal amount of the LA Loan outstanding as of October 31, 1997 in 20 equal consecutive quarterly installments, with the first such installment being due on which October 31, 1997 and the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officerlast such installment being due on October 31, 2002.

Term Loans. (f) Borrowers (on a joint and several basis) shall repay to Administrative Agent for the ratable account of the Appropriate Lenders with outstanding Initial Term Loans (A) on the last Business Day of each March, June, September and December, (x) commencing with September 30, 2021, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Term Loans outstanding on the Closing Date (or, after the incurrence of any Delayed Draw Term Loans incurred that will constitute part of the same class as the Initial Term Loans, an amount equal to the sum of (1) the Modified Amortization Percentage of the aggregate principal amount of Initial Term Loans outstanding immediately prior to giving effect to such incurrence and (2) the DOC ID - 36220401.1 Modified Amortization Percentage of the aggregate principal amount of Delayed Draw Term Loans made on the Delayed Draw Funding Date) (which payments shall be adjusted from time to time as a result of the application of prepayments in accordance with Sections 2.12, 2.13 and 10.05(c)(iv)), together, in each case, with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment and (B) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date. (g) In connection with any Term Loan Increase that will constitute part of the same Class as the Initial Term Loans, the amount of the scheduled amortization payment that would otherwise be required pursuant to clause (i) Subject above shall be increased for the Appropriate Lenders on a pro rata basis to and upon the terms and conditions extent necessary to ensure that the Appropriate Lenders holding Initial Term Loans immediately prior to such new Term Loan Increase continue to receive a payment that is not less than the same amount that such Lenders would have received absent the incurrence of this Agreement, such Term Loan Increase (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyi.e., the implied amortization percentage set forth in clause (i) above shall be automatically adjusted to reflect the Modified Amortization Percentage); provided that if such Term Loan Increase are to be “Tranche B Term Loansfungible” and together with the Tranche A Initial Term Loans, each a “Term Loan” and collectivelynotwithstanding any other conditions specified in this Section 2.11(a), the amortization schedule for such “fungible” Term Loan Increase may provide for amortization based on the Modified Amortization Percentage in accordance with Section 2.11(a)(i)(A) above to ensure that such Term Loan Increase will be “fungible” with the Initial Term Loans”) at ; provided, further, that without the consent of any time from other Credit Party, Agent or Lender, the date Borrower achieves Borrowers and the Tranche B Milestones through Administrative Agent may effect such amendments to the Availability End DateAgreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.11(a)(ii). The proceeds immediately preceding sentence of this Section 2.11(a)(ii) shall supersede any provision in Section 10.05 to the Term Loans shall be used for general working capital purposes and for capital expenditurescontrary. (iih) Interest shall accrue from the date The principal amount of each Term Loan at the rate specified any such payment set forth in Section 2.3(a), and prior to the Availability End Date clause (i) above shall be payable monthly adjusted to account for the addition of any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans to contemplate (A) the reduction in arrears beginning on the 20th day aggregate principal amount of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any any Initial Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due were paid down in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. incurrence of such Incremental Term Loans, once repaidExtended Term Loans or Refinancing Term Loans, may not be reborrowed. Borrower may prepay and (B) any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires increase to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior payments to the date on which extent and as required pursuant to the Term Loan is to be made. Such notice shall be substantially in the form terms of Exhibit C. The notice shall be signed by an Authorized Officerany applicable Incremental Amendment, Extension Amendment or Refinancing Amendment.

Term Loans. Borrowers shall make a prepayment of the Term Loans until paid in full upon the occurrence of any of the following at the following times and in the following amounts: (i) Subject to and upon concurrently with the terms and conditions receipt by any Loan Party of this Agreementany Net Cash Proceeds from any Asset Disposition (other than from a Permitted Factoring Disposition), (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount equal to 100% of such Net Cash Proceeds; (ii) concurrently with the receipt by any Loan Party of any issuance of Equity Interests of any Loan Party, in an amount equal to 100% of such Net Cash Proceeds; (iii) concurrently with the receipt by any Loan Party of any Extraordinary Receipts, in an amount equal to 100% of such Extraordinary Receipts; provided that, in the case of any event described in clause (b) of the definition of the term “Extraordinary Receipts”, with respect to Extraordinary Receipts not to exceed $2,000,000 in the aggregate during the term of this Agreement, if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Senior Officer on behalf of the Borrowers to the effect that the Loan Parties intend to apply the Extraordinary Receipts from such event (each or a “Tranche A Term Loan” portion thereof specified in such certificate), within 180 days after receipt of such Extraordinary Receipts, to acquire (or replace or rebuild) real property, equipment or other tangible or intangible assets (excluding inventory but expressly including Permitted Acquisitions) to be used in the business of the Loan Parties, and collectively certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this clause (iv) in respect of the “Tranche A Term Loans”) at Extraordinary Receipts specified in such certificate; provided, further, that to the extent any time from such Extraordinary Receipts therefrom that have not been so applied by the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower end of such 180day period, a prepayment shall be required in an aggregate original principal amount equal to such Extraordinary Receipts that have not been so applied unless such 180-day period is extended by the Administrative Agent; (iv) concurrently with the receipt of any Business Interruption Proceeds, in an amount equal to 100% of such Business Interruption Proceeds; provided that, with respect to Business Interruption Proceeds not to exceed $2,000,000 in the aggregate during the term of this Agreement, if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Senior Officer on behalf of the Borrowers to the effect that the Loan Parties intend to apply the Business Interruption Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Business Interruption Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible or intangible assets (excluding inventory but expressly including Permitted Acquisitions) to be used in the business of the Loan Parties or to pay operating expenses of the Loan Parties, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this clause (iv) in respect of the Extraordinary Receipts specified in such certificate; provided, further, that to the extent any such Business Interruption Proceeds therefrom that have not been so applied by the end of such 180day period, a prepayment shall be required in an amount equal to such Business Interruption Proceeds that have not been so applied unless such 180-day period is extended by the Administrative Agent; (v) with respect to each a “Tranche B Term Loan” Fiscal Year ending on or after December 31, 2019, within the earlier of (x) one hundred twenty (120) days after the end of each Fiscal Year and collectively(y) three (3) Business Days after Borrower Representative’s delivery of the Fiscal Year-end audited financial statements delivered pursuant to Section 10.1.1, in an amount equal to the ECF Percentage of Excess Cash Flow for such Fiscal Year; (vi) concurrently with the receipt by any Loan Party of any Net Cash Proceeds pursuant to the issuance of the Second Lien Debt, (1) first, in an amount equal to $4,000,000 to pay any unpaid balance of the $4,000,000 amortization payment provided for in Section 6.4.2(b), and (2) then, $16,000,000 of the balance thereof to prepay Loans as provided in Section 6.3; and (vii) upon each sale of any Monroe Supporting Shares, in an amount equal to 100% of the Net Cash Proceeds thereof; provided, that solely with respect to this clause (vii), the “Tranche B Term Loans” amount of direct costs of non-Affiliates relating to such issuance (including sales and together underwriters’ commissions) used to determine the amount Net Cash Proceeds with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans respect to such sales shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially exceed $1,500,000 in the form of Exhibit C. The notice shall be signed by an Authorized Officeraggregate for all such sales.

Term Loans. (ia) Subject to and upon the terms and conditions of this AgreementAgreement including Sections 3.1 and 3.3, each Lender agrees (Iseverally, not jointly or jointly and severally) Borrower may request and Bank agrees to make one or more term initial Term Loans on the Closing Date (the “Initial Term Loans” and such loans comprising the “Initial Term Loan Facility”) to Borrower Borrower, in an aggregate original principal amount not to exceed $2,000,000 the amount of such Lender’s Initial Term Loan Commitment; provided, that after giving effect to the making of the Initial Term Loan, in no event shall the aggregate Initial Term Loans exceed the lesser of the Initial Borrowing Base or the Initial Term Loan Commitments then in effect. Each Lender’s Initial Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Initial Term Loan in an amount equal to the amount of such Lender’s Pro Rata Share of such Initial Term Loan. Any principal amount of the Initial Term Loan which is repaid or prepaid may not be reborrowed. (b) The outstanding unpaid principal amount of the Initial Term Loans shall be repaid in consecutive monthly installments on the first Business Day of each month (each a “Tranche A Payment Date”), beginning with December 1, 2023; each such monthly installment shall be in an aggregate amount equal to 1.25% of the original principal amount of the Initial Term Loan” . Notwithstanding the foregoing, the last such installment in respect of the Initial Term Loan shall be in the amount necessary to repay in full the unpaid principal amount of the Initial Term Loan. The outstanding unpaid principal balance and collectively all accrued and unpaid interest on the “Tranche A Initial Term Loans”Loan shall be due and payable on the earlier of (i) at any time from the Closing Date through the Availability End Maturity Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day acceleration of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Initial Term Loan in whole or accordance with the terms hereof. All principal of, interest on, and other amounts payable in part without penalty or premium. (iii) When Borrower desires to obtain a respect of the Initial Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officerconstitute Obligations hereunder.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from on the Closing Date through the Availability End Date each Lender with a Term Loan A Commitment agrees (severally, not jointly or jointly and (IIseverally) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term LoansLoan A”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loans Loan A Amount. The Term Loan A shall be used for general working capital purposes repaid on the following dates and for capital expendituresin the following amounts: January 1, 2005, and the first day of each April, July, October, and January of each year thereafter, through and including October 1, 2008 $ 312,500 The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. (iib) Interest Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan B Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan B”) to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan B Amount. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan B shall accrue from be due and payable on the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day termination of the month next following the such Term LoanRevolver Commitment or this Agreement, and continuing on the same day of each month thereafterwhether by its terms, by prepayment, or by acceleration. Any Term Loans that are All amounts outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through under the Term Loan Maturity Date, at which time all amounts due in connection with B shall constitute Obligations. Once any portion of the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term LoansLoan B has been paid or prepaid, once repaid, it may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (i) Subject The Borrower shall repay to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively Administrative Agent for the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds ratable account of the Term B-1 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2022, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-1 Loans outstanding on the Amendment No. 1 Effective Date (as such repayment amount shall be used reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-1 Loans, the scheduled amortization with respect to the Term B-1 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-1 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-1 Loans) and (ii) on the Maturity Date for general working capital purposes and the Term B-1 Loans, the aggregate principal amount of all Term B-1 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for capital expendituresthe addition of any New Term Loans that are Term B-1 Loans. (ii) Interest The Borrower shall accrue from repay to the date Administrative Agent for the ratable account of the Term B-2 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2022June 2024, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term Loan B-2 Loans outstanding on the Amendment No. 1 Effective Date$2,392,264 (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the rate specified in Section 2.3(a), and prior time of any effectiveness of any Extension Amendment with respect to the Availability End Date Term B-2 Loans, the scheduled amortization with respect to the Term B-2 Loans set forth above shall be payable monthly in arrears beginning reduced ratably to reflect the percentage of Term B-2 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-2 Loans) and (ii) on the 20th day Maturity Date for the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans outstanding on such date; provided that the month next following repayments under this clause may be adjusted to account for the such Term Loan, and continuing on the same day addition of each month thereafter. Any any New Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term B-2 Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), The Borrower shall notify Bank repay to the Administrative Agent for the ratable account of the Term B-3 Lenders (which notice i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2023, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-3 Loans outstanding on the Term B-3 Incremental Amendment Effective Date (as such repayment amount shall be irrevocablereduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-3 Loans, the scheduled amortization with respect to the Term B-3 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-3 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-3 Loans) by facsimile transmission to be received no later than 3:30 p.m. Eastern time and (ii) on the Business Day prior to the date on which Maturity Date for the Term Loan is B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to be made. Such notice shall be substantially in account for the form addition of Exhibit C. The notice shall be signed by an Authorized Officerany New Term Loans that are Term B-3 Loans.

Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (ia) Subject (x) with respect to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through Term Loans, (A) prior to the Availability End Amendment No. 2 Effective Date, on the last Business Day of each March, June, September and December, commencing with December 31, 2019, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date and (IIB) Borrower may request after the Amendment No. 2 Effective Date (after giving effect to the borrowing of the 2021 Incremental Term Loans pursuant to Amendment No. 2), on the last Business Day of each March, June, September and Bank agrees to make one or more additional term loans to Borrower in December, commencing with March 31, 2021, an aggregate original principal amount not equal to exceed $2,000,000 759,968.35 and (each a “Tranche B Term Loan” and collectively, y) with respect to the “Tranche B Term Loans” and together with the Tranche A 2020 Incremental Term Loans, on the last Business Day of each March, June, September and December, commencing with June 30, 2020, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all 2020 Incremental Term Loans outstanding on the Amendment No. 1 Effective Date (after giving effect to the 2020 Incremental Term Loans pursuant to Amendment No. 1) (which payments, in the case of each of clauses (x) and (y), shall be reduced as a “result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (b) on the Maturity Date for the Closing Date Term Loan” Loans and collectively2020 Incremental Term Loans, the “aggregate principal amount of all Closing Date Term Loans and 2020 Incremental Term Loans”) at , respectively, outstanding on such date. In connection with any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Incremental Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments constitute part of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day Class as any existing Class of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaidthe Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, may not that if such Incremental Term Loans are to be reborrowed. Borrower may prepay “fungible” with any existing Class of Term Loans, notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in whole or in part without penalty or premium. (iiisuch other percentage(s) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on agreed by Borrower and the Business Day prior Administrative Agent to provide that the date on which Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable existing Class of Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerLoans.

Term Loans. At any time during the Term, provided no Event of Default has occurred and is continuing or would exist therefrom, and subject to the conditions set forth in clause (id) Subject below, upon notice to and upon the terms and conditions of this AgreementAgent, (I) Borrower may may, from time to time, request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Incremental Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term LoansCommitment,” and together with the Tranche A Term LoansIncremental Revolving Commitment, each a “Term Loan” and collectively, the “Incremental Commitments”); provided that, in no event shall the aggregate amount of Incremental Term Loans”Commitment exceed the sum of (x) at in respect this clause (x), $100,000,000 minus the issued commitments of the Lenders for the Incremental Commitments, plus (y) an unlimited amount, so long as on a pro forma basis immediately after giving effect to the the incurrence of such Indebtedness pursuant to any time from Incremental Commitment and, in each case, assuming that the date Borrower achieves amount of Incremental Commitments are fully drawn, the Tranche B Milestones through Secured Net Leverage Ratio as of the Availability End Datemost recently ended Calculation Period does not exceed 2.50 to 1.00. The proceeds terms and conditions, including, without limitation, the fees, pricing, premiums, and optional and mandatory prepayment provisions, of any such Incremental Term Commitments shall be mutually satisfactory to the Lenders extending the Incremental Term Commitments and Borrower. The maturity date of any Incremental Term Commitments shall be the same as the Termination Date, and the amoritization schedule of the Incremental Term Loans Commitments shall be used mutually satisfactory to the Lenders extending the Incremental Term Commitments and Borrower and approved by Agent in its reasonable discretion. Any Incremental Term Commitment shall be in the amount of at least $5,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.4(a)(ii)) and integral multiples of $5,000,000 in excess thereof (or such lower amount that represents all remaining availability pursuant to this Section 2.4(a)(ii)). With respect to any Incremental Commitment, in each case, assuming (A) the Indebtedness being incurred pursuant to such Incremental Commitment would be included in the definition of Consolidated Funded Debt, whether or not such Indebtedness would otherwise be included, as of such date actually incurred, (B) any Incremental Commitments are fully drawn, and (C) the proceeds held as cash or Cash Equivalents thereof or of other Indebtedness incurred substantially concurrently therewith are not netted for general working capital the purposes of calculating the the Secured Net Leverage Ratio and for capital expendituresthe Total Net Leverage Ratio. (iib) Interest Lender Election to Increase; Prospective Lenders. . At the time of sending such request, Borrower (in consultation with the Agent) shall accrue specify the time period (such period, the “Election Period”) within which each Lender is requested to respond (which Election Period shall in no event be less than ten (10) days from the date of each Term Loan at delivery of such request to the rate specified in Section 2.3(aLenders), and the Agent shall promptly thereafter notify each Lender of Borrower’s request for such Incremental Revolving Commitment and the Election Period during which each Lender is requested to respond to such Borrower request; provided that, if such notice indicates that it is conditioned upon the occurrence of a specified event, such request may be revoked if such event does not occur prior to the Availability End Date requested funding date. No Lender shall be payable monthly obligated to participate in arrears beginning on the 20th day of the month next following the such Term Loanany Incremental Revolving Commitment, and continuing on the same day of each month thereaftersuch Lender’s determination to participate shall be in such Lender’s sole and absolute discretion. Any Term Loans that are outstanding on Lender not responding by the Availability End Date end of such Election Period shall be payable deemed to have declined to increase its Commitment. To the extent Lenders (or their Affiliates) do not agree to provide an Incremental Revolving Commitment, as applicable, on terms acceptable to Borrower, Borrower may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” and is reasonably satisfactory to the Agent to become a Lender pursuant to a joinder agreement in equal monthly installments of principal, plus all accrued interest, beginning on form and substance satisfactory to the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due Agent in connection with the Term Loans and proposed Incremental Revolving Commitment, as applicable (provided that the joinder of any such “Lender” for the purpose of providing all or any portion of any such Incremental Revolving Commitment, as applicable, shall not require the consent of any other amounts due under Lender (including any other “Lender” that is joining this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole to provide all or in part without penalty or premiumof such Incremental Revolving Commitment)). (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreementcontained herein, each Lender severally (Iand not jointly) Borrower may request and Bank agrees to make one or more term loans to Borrower Borrowers based upon Borrowers' registered trademarks in an amount equal to its Pro Rata Share of such term loans made to Borrowers as of the date hereof in the aggregate original principal amount of $2,500,000 ("Closing Trademark Term Loans"). In addition, if Agent receives a Post-Closing Trademark Appraisal on or before March 6, 2006, and if fifty (50%) percent of the aggregate value of Borrowers' registered trademarks, as reflected in such Post-Closing Trademark Appraisal (the "Appraised Trademarks Value") exceeds $2,500,000, then subject to and on the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make its Pro Rata Share of additional trademark term loans at any time on or before March 6, 2006 ("Post-Closing Trademark Term Loans"). The Post-Closing Trademark Term Loans shall be in an aggregate original principal amount not which, when added to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together consolidated with the Tranche A then outstanding Closing Trademark Term Loans, each a “Term Loan” and collectivelyshall not exceed an amount equal to the lesser of: (i) $5,000,000, or (ii) fifty (50%) percent of the Appraised Trademark Value (such lesser amount, the “"Trademark Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date"). The proceeds of the Trademark Term Loans shall be used repaid by Borrowers to Agent, for general working capital purposes the benefit of Lenders, in consecutive weekly installments of $1,000,000 each, commencing with the week which commences on Monday, March 6, 2006, and, unless sooner demanded pursuant to the terms hereof, the entire unpaid principal balance thereof shall be due and for capital expenditures. (ii) Interest shall accrue from payable in full, without notice or demand, on April 3, 2006. Notwithstanding anything to the date of each Term Loan at the rate specified contrary contained in this Section 2.3(a), and prior if the Post-Closing Trademark Appraisal reflects that the Appraised Trademark Value is less than $5,000,000, then (A) Borrowers shall promptly make a prepayment with respect to the Availability End Date Closing Trademark Term Loans in an amount equal to the difference between (1) $2,500,000 and (2) fifty (50%) percent of the Appraised Trademark Value and (B) the entire unpaid principal balance of the Closing Trademark Term Loans shall be due and payable monthly in arrears beginning full, without notice or demand, on the 20th day March 20, 2006. (b) Borrowers hereby acknowledge and agree that (i) as of the month next following date hereof, the outstanding principal balance of the Addison Term Loan made by Wachovia to Addison pursuant to, and as such term is defined in, the Existing Financing Agreements is $2,187,500 ("Outstanding Addison Term Loan") and (ii) Borrowers shall pay the Outstanding Addison Term Loan to Agent, for the benefit of Lenders, in consecutive monthly installments of $26,041.67 each commencing on March 1, 2006 and continuing on the same day of each successive month thereafter, and unless sooner demanded pursuant to the terms hereof, the entire unpaid principal balance of the Outstanding Addison Term Loan shall be due and payable in full, without notice or demand, upon the earlier to occur of (A) termination of this Agreement or (B) the non-renewal hereof upon the occurrence of the Renewal Date. Any The Outstanding Addison Term Loan shall constitute a Prime Rate Loan. (c) Subject to and on the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make term loans to Borrowers based upon the Rotorex Real Property (in an amount equal to its Pro Rata Share of such term loans made to Borrowers as of the date hereof in the aggregate original principal amount of $3,000,000 (collectively, the "Rotorex Real Property Term Loan"). The Rotorex Real Property Term Loan shall be made in addition, and not in limitation of, any Revolving Loans that are outstanding may at any time be made by Agent and Lenders to Borrowers based upon Rotorex Real Property Availability. The Rotorex Real Property Term Loan shall be repaid by Borrowers to Agent, for the benefit of Lenders, on a monthly basis, commencing on March 1, 2006 and on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same first day of each successive month thereafter through the Term Loan Maturity Datethereafter, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately by an amount equal to (i) $200,000 for each monthly installment due and payable. Term Loanspayable on March 1, once repaid2006 through and including October 1, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. 2006, (ii) $100,000 for each monthly installment due and payable on November 1, 2006 and on December 1, 2006, and (iii) When Borrower desires if not sooner paid or demanded pursuant to obtain a Term Loan (other than the initial Term Loan)terms hereof, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time due and payable in full, without notice or demand, on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerJanuary 1, 2007.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, the Banks agree to make loans to Borrower as provided in this Article II. (Ib) Borrower may request Subject to the terms and conditions set forth herein, during the Commitment Period, each Bank hereby severally and not jointly agrees to make one or more a term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 loan (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyindividually, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and and, collectively, the “Term Loans”), in Dollars, to Borrower as requested by the Borrower in accordance with Section 2.05 (the first of such draws, the “Initial Loan Borrowing” and each subsequent borrowing, a “Delayed Loan Borrowing”, and collectively, the “Loan Borrowings”); provided that (i) the Initial Loan Borrowing shall be in a minimum amount of $187,500,000 and each Delayed Loan Borrowing shall be in a minimum amount of $20,000,000, (ii) Borrower shall make Loan Borrowings (for the avoidance of doubt, including the Initial Loan Borrowing) in an aggregate principal amount equal to at least 50% of the Total Loan Commitment on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) all Loan Borrowings shall be made no later than the last day of the Commitment Period, (iv) the aggregate principal amount of any time from such Loan Borrowing shall not exceed the amount of the unused Total Loan Commitment on the date of such Loan Borrowing, and (v) the principal amount of Term Loans made by any Bank to the Borrower achieves the Tranche B Milestones through the Availability End Dateshall not exceed such Bank’s Loan Commitment. The proceeds Loan Commitments, with respect to the making of the Term Loans (and not with respect to the obligations of the Banks to Convert or Continue any Loans), shall expire on the last day of the Commitment Period (regardless of the failure of the Borrower to request a Delayed Loan Borrowing or the failure of the Borrower to fully utilize the Loan Commitments). Each Term Loan shall be used for general working capital purposes made by the Banks ratably in accordance with their respective Loan Commitments. The Term Loans may be outstanding as: (1) Base Rate Loans; (2) LIBOR Loans; or (3) a combination of the foregoing, as Borrower shall elect and for capital expendituresnotify Administrative Agent in accordance with Section 2.14. Each LIBOR Loan and Base Rate Loan of each Bank shall be maintained at such Bank’s Applicable Lending Office. (iic) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day The obligations of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due Banks under this Agreement are several, and no Bank shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay responsible for the failure of any Term other Bank to make any advance of a Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time made by such other Bank. However, the failure of any Bank to make any advance of each Loan to be made by it hereunder on the Business Day prior date specified therefor shall not relieve any other Bank of its obligation to the date on which the Term Loan is make any advance of its Loans specified hereby to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officermade on such date.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to Borrowers shall make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds prepayment of the Term Loans until paid in full upon the occurrence of any of the following at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party or its Subsidiaries of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of those Net Cash Proceeds; provided that, at the option of Borrower Representative (as elected by Borrower Representative in writing to Administrative Agent on or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may reinvest all or any portion of such Net Cash Proceeds in long-term assets used or useful in their business (such assets, “Additional Assets”) so long as such reinvestment is made within 180 days after the receipt of such Net Cash Proceeds (as certified by Borrower Representative in writing to Administrative Agent); provided further, that any Net Cash Proceeds not so reinvested shall be used for general working capital purposes immediately applied to the prepayment of the Term Loans as set forth in this Section 6.2.2(a)(i) upon the expiration of such applicable period; provided, further, that to the extent that (1) the assets that were subject to the Asset Disposition constituted ABL Priority Collateral or Term Loan Priority Collateral, such Additional Assets shall also constitute ABL Priority Collateral or Term Loan Priority Collateral, respectively (and for capital expendituresBorrowers or their Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Term Loan Priority Collateral securing the ABL Obligations or the Obligations, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion of Term Loan Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations and (3) any such Asset Disposition is of assets solely constituting ABL Priority Collateral that are required to be applied to the ABL Obligations pursuant to the terms of the ABL Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the ABL Obligations as required under the ABL Loan Documents and then to the Obligations as required hereunder. To the extent the Net Cash Proceeds of any Asset Disposition are required to be applied to the ABL Obligations under the ABL Loan Agreement or the Intercreditor Agreement, upon the Payment in Full of the ABL Priority Debt (as defined in the ABL Intercreditor Agreement), such Net Cash Proceeds shall be applied to the Obligations as set forth in this Section 6.2.2(a)(i). Prior to entering into any Asset Disposition of assets which constitute Term Loan Priority Collateral, Borrowers shall provide not less than three (3) Business Days’ prior written notice thereof and the proceeds of such Assets Sale shall be deposited a deposit account subject to a Control Agreements whereby Administrative Agent has a first-priority security interest therein. If Administrative Agent does not receive prior written notice that Term Loan Priority Collateral is the subject of an Asset Disposition, then the Loan Parties shall be deemed to have represented and warranted to Administrative Agent on the date such Asset Disposition is consummated that none of the assets subject to such Asset Disposition constitute Term Loan Priority Collateral. (ii) Interest shall accrue concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from the date any issuance of each Term Equity Interests of any Loan at the rate specified in Section 2.3(a)Party or any of its Subsidiaries, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due whether in connection with the Term Loans issuance of any Curative Equity or otherwise (excluding any issuance of Equity Interests (A) pursuant to any employee or director option program, benefit plan or compensation program or agreement, (B) by a Subsidiary to any Borrower or another Subsidiary and any other amounts due under this Agreement shall be immediately due and payable. Term Loans(C) the Net Cash Proceeds of which are used substantially concurrently to fund a Permitted Acquisition), once repaidin an amount equal to 50% (or, may not be reborrowed. Borrower may prepay any Term Loan in whole or the case of Net Cash Proceeds in part without penalty or premiumthe form of Curative Equity, 100%) of those Net Cash Proceeds. (iii) When concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any issuance of any Debt of any Loan Party or any of its Subsidiaries (excluding Debt permitted by Section 11.1), in an amount equal to 100% of those Net Cash Proceeds; (iv) concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Other Receipts, in an amount equal to 100% of those Other Receipts; provided that, so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may reinvest the first $500,000 of such Other Receipts and up to 50% of any additional Other Receipts in the aggregate over the term of the Agreement in the applicable acquired business so long as such reinvestment is made within 180 days after the receipt of such Other Receipts (as certified by Borrower desires Representative in writing to obtain a Administrative Agent); provided further, that any Other Receipts not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 6.2.2(a)(iv) upon the expiration of such applicable period; and (v) within five Business Days after the earlier of (A) the date that Fiscal Year-end financial statements are required to be delivered pursuant to Section 10.1.1, and (B) the date of Borrowers’ actual delivery of Fiscal Year-end financial statements delivered pursuant to Section 10.1.1 (commencing with the Fiscal Year ending on December 31, 2021), in an amount equal to the result of (A) the ECF Percentage of Excess Cash Flow for that Fiscal Year minus (B) the aggregate amount of all voluntary prepayments in respect of the outstanding principal balance of the Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocableincluding any Incremental Loans) made by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerBorrowers during such Fiscal Year.

Term Loans. Section 2.2 of the Loan Agreement is hereby amended in its entirety to read as follows: (ia) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from on the Closing Date through the Availability End Date each Lender with a Term Loan A Commitment agrees (severally, not jointly or jointly and (IIseverally) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche "Term Loan A") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Maximum Term Loan A Amount. It is understood and agreed that the principal of Term Loan A outstanding on the Third Amendment Effective Date shall remain outstanding and shall not be deemed to be repaid or refinanced on the Third Amendment Effective Date. (b) Subject to the terms and conditions of this Agreement, on the Third Amendment Effective Date each Lender with a Term Loan B Term Loans” Commitment agrees (severally, not jointly or jointly and together with the Tranche A Term Loans, each a “Term Loan” and severally) to make term loans (collectively, the “"Term Loans”Loan B") at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds to Borrowers in an amount equal to such Lender's Pro Rata Share of the Maximum Term Loans shall be used for general working capital purposes and for capital expendituresLoan B Amount. (iic) Interest shall accrue from the date of each The Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date A shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable repaid in equal monthly installments of $350,000 of principal, plus all accrued interest, beginning payable on the Amortization Start Date and continuing on the same first day of each month thereafter through month, commencing on August 1, 2001, until the Term Loan Maturity DateA is repaid in full; provided, at which time all amounts due however, that the last such installment shall be in connection the amount necessary to repay in full the unpaid principal amount of the Term Loan A. (d) The Term Loan B shall be repaid in equal monthly installments of $192,500.00 of principal, payable on the first day of each month, commencing on May 1, 2003, until the Term Loan B is repaid in full; provided, however, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of the Term Loan B. (e) Within ten (10) days of delivery to the Agent of each set of unaudited quarterly financial statements pursuant to Section 6.3(a), commencing with the Term Loans and any other amounts due under this Agreement delivery to the Agent of the financial statements for the fiscal quarter of the Parent ended July 31, 2001 or, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to Section 6.3(a), ten (10) days after the date such statements are required to be delivered to the Agent pursuant to Section 6.3(a), the Borrowers shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any the outstanding principal of the Term Loan in whole or an amount equal to 50% of the Excess Cash Flow of the Borrowers for such fiscal quarter, such prepayments to be applied, first, against the remaining installments of principal of the Term Loan A in part without penalty or premiumthe inverse order of maturity until paid in full and, second, against the remaining installments of principal of the Term Loan B in the inverse order of maturity until paid in full. Each such prepayment of the Term Loan shall be accompanied by the payment of accrued interest to the date of such prepayment on the amount prepaid. (iiif) When Borrower desires to obtain If any audit by the Parent's independent accountants or any other subsequent event or events shall demonstrate that the Excess Cash Flow set forth in any quarterly financial statements was inaccurate and that as a result the Borrowers did not prepay the Term Loan by the appropriate amount, the Borrowers will pay to the Agent immediately on demand the excess of (other than i) the initial amount of principal that should have been prepaid with respect to such fiscal quarter, over (ii) the amount of principal that was prepaid with respect to such fiscal quarter. (g) Within three Business Days after the Parent's receipt of a tax refund of approximately $1,500,000 from the United States Treasury, the Borrowers shall prepay the outstanding principal of the Term Loan)Loan in an amount equal to $1,000,000, Borrower shall notify Bank (which notice such prepayment to be applied, first, against the remaining installments of principal of the Term Loan A in the inverse order of maturity until paid in full and, second, against the remaining installments of principal of the Term Loan B in the inverse order of maturity until paid in full. Each such prepayment of the Term Loan shall be irrevocable) accompanied by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior payment of accrued interest to the date of such prepayment on which the amount prepaid. (h) No amount paid or prepaid with respect to the Term Loan is to may be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officerreborrowed."

Term Loans. (a) The Lender and the Borrower agree that the outstanding principal amount of the Existing Loan Agreement is $19,653,000 and interest thereon accrued to the Closing Date is $235,551 (collectively, the “Existing Loan Obligations”). Subject to the terms of this Agreement and in reliance on the representations and warranties of the Borrower herein, each of the parties hereto hereby agree that (i) Subject to upon the Closing Date, the Existing Loan Agreement shall be terminated, provided, however, the Liens created thereunder shall continue under the Security Agreement, (ii) the Existing Loan Obligations shall be, from and upon following the Closing Date, continued and reconstituted as the Term Loans (as described below) and interest and fees, as applicable, under this Agreement, and (iii) the Lender shall make additional Term Loans as set forth below. (b) The Lender, on the terms and conditions of set forth in this Agreement, (I) Borrower may request and Bank agrees will make Term Loans to make one or more term loans to the Borrower in an aggregate original principal U.S. Dollars as follows: (i) on or before January 6, 2023, and subject to the conditions set forth in Section 3.1, a Credit Extension in cash in the amount not to exceed of $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively15,000,000, the “Tranche B Term Loans” and which, together with the Tranche A Term LoansExisting Loan Obligations, each a “Term Loan” and collectively, shall be deemed to be the initial Credit Extension (the “Initial Credit Extension”); (ii) on or after July 1, 2023, after ▇▇▇▇▇▇’s receipt of the Borrowing Notice in accordance with Section 2.5 and subject to the conditions set forth in Section 3.2, a second Credit Extension in the amount of $5,000,000 (the “Second Credit Extension”); and (iii) on or after the Lender’s receipt of satisfactory evidence that the Second FIH Study Milestone has occurred and receipt of the Borrowing Notice in accordance with Section 2.5, and subject to the conditions set forth in Section 3.2, an additional Credit Extension in the amount of $10,000,000 (the “Milestone Credit Extension”); provided, that the aggregate amount of Term Loans”) at any time from Loans advanced shall not exceed the date Borrower achieves Commitment and no Term Loan is required to be made following end of the Tranche B Milestones through the Availability End DateCommitment Period. The proceeds of Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be re-borrowed. Subject to Section 2.4, all amounts owed hereunder with respect to the Term Loans shall be used for general working capital purposes Paid in Full no later than the Facility Termination Date. The Lender’s Commitment shall (x) automatically and for capital expenditures. (ii) Interest shall accrue from permanently be reduced by the date amount of each Term Loan at the rate specified in Section 2.3(a)made hereunder, and prior to the Availability End Date shall be payable monthly in arrears beginning (y) terminate immediately and without further action by any Person on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Commitment Termination Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank on the Closing Date, each Lender agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term LoansLoan A”) at any to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan A Commitment. (b) Subject to the terms and conditions of this Agreement, from time from to time during the date Borrower achieves Term Loan B Commitment Period, each Lender agrees to make term loans (collectively, the Tranche “Term Loan B”) to Borrowers in an aggregate amount equal to such Lender’s Pro Rata Share of the Term Loan B Milestones through Commitment. (c) All amounts outstanding under the Availability End DateTerm Loans shall constitute Obligations. No portion of the Term Loans which is repaid or prepaid may be reborrowed. The proceeds of Term Loans shall be repaid in installments as set forth in the tables set forth in subsections (d) and (e) below; provided, however, that the outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loans shall be used for general working capital purposes due and for capital expenditurespayable on November 30, 2010 or such earlier date of termination of this Agreement, whether by prepayment, or by acceleration. (iid) Interest shall accrue from Subject to subsection (c) above, the date principal of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date A shall be payable monthly repaid in arrears beginning on the 20th day of the month next following the such Term Loaninstallments as follows: (i) commencing December 1, 2008, and continuing on the same first day of each month of the 11 consecutive months thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in , equal monthly installments of principal$50,000; and (ii) commencing on December 1, plus all accrued interest2009, beginning on the Amortization Start Date and continuing on the same first day of each month thereafter through of the 11 consecutive months thereafter, equal installments of $120,000. (e) Subject to subsection (c) above, the principal of Term Loan B shall be repaid in installments as follows: (i) commencing on June 1, 2009 and continuing on the first day of each of the 5 consecutive months thereafter, installments equal to the quotient of (x) 10% of the aggregate Term Loan B Amount (as of the Term Loan Maturity B Commitment Expiry Date) and (y) six; and (ii) commencing on December 1, at which time all amounts due in connection with 2009, and continuing on the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loansfirst day of each of the 11 consecutive months thereafter, once repaid, may not be reborrowed. Borrower may prepay any installments equal to the quotient of (x) 20% of the aggregate Term Loan in whole or in part without penalty or premium. B Amount (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which as of the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerB Commitment Expiry Date) and (y) twelve.

Term Loans. (ia) Immediately prior to the Closing Date, the aggregate outstanding principal amount of the Original Term Loans was $41,424,531.16 (the "Original Term Loan Outstanding Amount"). Immediately prior to the Closing Date, pursuant to the Lender Assignment, each Lender shall acquire a percentage of Original Term Loan made by the Original Lenders under the Original Credit Agreement as so specified in the Lender Assignment. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Closing Date, the Original Term Loans shall automatically, and without any action on the part of any Person, be deemed to be converted into and a part of the Term Loans and Advances under this Agreement as follows: $20,000,000 shall be deemed to be converted into and a part of the Term Loan A; and $20,000,000 shall be deemed to be converted into and a part of the Term Loan B; and $1,424,531.16 shall be deemed to be converted into an Advance hereunder. The Lenders shall, through the Administrative Agent, make such adjustments among themselves as shall be necessary so that after giving effect to such assignments and adjustments each Lender shall hold its Pro Rata Share of the Term Loans and the outstanding Advances, provided, that, for each Lender, such amount shall not be greater than each such Lender's Term Loan A Commitment or Term Loan B Commitment or Revolver Commitment, as the case may be. On or prior to the Closing Date, the Administrative Agent shall notify each Lender of any assignments or adjustments that the Administrative Agent deems necessary or advisable such that, after giving effect to the transactions contemplated to occur on the Closing Date, each Lender's interest in the Term Loans and the Advances shall be in accordance with the Commitments set forth opposite its name on Schedule C-1. All such assignments shall be deemed to occur hereunder automatically on the Closing Date and without any requirement for additional documentation, and, in the case of any such assignment, the assigning party shall represent and warrant to each assignee that it has not created any adverse claim upon the interest being assigned and that such interest is free and clear of any adverse claim. Each Lender hereby agrees to give effect to the instructions of the Administrative Agent to such Lender contained in the notice described above. (b) Subject to and upon the terms and conditions of this Agreement, on the Closing Date, each Lender with a Term Loan A Commitment shall be deemed to have made (Iseverally, not jointly or jointly and severally) term loans (collectively, the "Term Loan A") to Borrower in an amount equal to such Lender's Pro Rata Share of the Term Loan A Amount. The Term Loan A shall be repaid in monthly installments, each in an amount equal to one-eighty-fourth (1/84th) of the Term Loan A Amount, plus accrued and unpaid interest on such amounts, such installments to be due and payable on the first day of each month commencing on July 1, 2006, and continuing until and including the Maturity Date, on which the date the unpaid principal balance of Term Loan A would be due and payable in full. The outstanding unpaid principal balance and all accrued and unpaid interest on Term Loan A shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. Once any portion of Term Loan A has been paid or prepaid, it may request not be reborrowed. (c) Subject to the terms and Bank agrees conditions of this Agreement, on the Closing Date, each Lender with a Term Loan B Commitment shall be deemed to have made (severally, not jointly or jointly and severally) term loans (collectively, the "Term Loan B" and collectively with the Term Loan A, the "Term Loans") to Borrower in an amount equal to such Lender's Pro Rata Share of the Term Loan B Amount. The Term Loan B shall be repaid in quarterly installments, each in an amount equal to $50,000, plus accrued and unpaid interest on such amount, such installments to be due and payable on the first day of each fiscal quarter commencing on January 1, 2007, and continuing until and including the Maturity Date, on which the date the unpaid principal balance of Term Loan B would be due and payable in full. Notwithstanding anything to the contrary in this Section 2.2(c), in the event that a Default or Event of Default has occurred and is continuing at the time that a payment of Term Loan B is required pursuant to this Section 2.2(c), or would result therefrom, then (x) no such payment of Term Loan B shall be made and (y) Administrative Agent shall apply such amounts to the payment of the Term Loan A. All amounts outstanding under Term Loan B shall constitute Obligations. Once any portion of Term Loan B has been paid or prepaid, it may not be reborrowed. (d) Notwithstanding anything to the contrary contained in this Section 2.2, if Excess Availability would be less than $2,000,000 immediately after giving effect to any payment that is required to be made in respect of the Term Loan B pursuant to Section 2.2(c), then such payment shall not be made to the extent that Excess Availability would be less than $2,000,000 immediately after giving effect thereto (such shortfall amount, the "Amortization Shortfall"); provided, however, that if, on or after such date, Excess Availability would exceed $2,000,000 after giving effect to the Amortization Shortfall, Administrative Agent shall (and is hereby authorized by Borrower to) make one or more term loans Advances to Borrower in an aggregate original principal the amount not to exceed $2,000,000 (each a “Tranche A Term Loan” of the Excess Availability Shortfall and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees apply such Advances to make one or more additional term loans to Borrower a principal payment in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds respect of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.B.

Term Loans. Beginning with the fiscal quarter ending March 31, 2025, the Borrower shall repay to the Administrative Agent (i) Subject on the last day of each fiscal quarter (or if such day is not a Business Day, the immediately succeeding Business Day) for the ratable account of the Term Lenders holding Initial Term Loans and to the extent applicable, Delayed Draw Loans, the aggregate principal amount of all outstanding Initial Term Loans and upon the terms and conditions funded amounts of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower Delayed Draw Loans in consecutive quarterly installments in an amount equal to 1.00% per annum of the aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A of the Initial Term Loan” and collectively the “Tranche A Term Loans”) at any time from Loans outstanding on the Closing Date through and to the Availability End Date and extent applicable, Delayed Draw Loans borrowed hereunder (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term LoansStandard Amortization”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from (x) within the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next that is two Business Days following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which each Compliance Certificate required to be delivered under Section 6.02(a) is delivered, the Administrative Agent shall (at the direction of the Required Lenders) deliver a written notice to the Borrower setting forth the Required Lenders’ calculation of the Additional Amortization Amount for such period based on the Consolidated Adjusted EBITDA set forth in the applicable Compliance Certificate and (y) within the date that is three Business Days (each, an “Additional Amortization Date”) following the date on the Borrower shall have received the written notice from the Administrative Agent pursuant to the foregoing clause (x), for the ratable account of the Term Loan is Lenders holding Initial Term Loans and to the extent applicable, Delayed Draw Loans, an amount equal to the Additional Amortization Amount (any installment of Standard Amortization and Additional Amortization Amount shall, to the extent applicable, be madereduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06). Such notice Notwithstanding anything to the contrary in this Agreement, no repayments of Loans made pursuant to this Section 2.07(a) shall be substantially subject to any prepayment premiums, set forth in the form of Exhibit C. The notice shall be signed by an Authorized OfficerSection 2.05(a)(iv) or otherwise.

Term Loans. (i) Subject The Borrowers may elect, by written notice to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) ---------- Agent at any time from prior to November 4, 1995, to convert the Closing Date through Revolving Credit Loans to Term Loans and to commence payment of 20 consecutive equal quarterly, fully amortizing installments of principal. Such elections shall be for minimum principal amounts of $10,000,000 and integral multiples of $1,000,000 above such minimum and shall be effective on the Availability End Date first to occur of the 4th day of February, May, August or November after Agent's receipt of said notice of election. On November 40 1995 all outstanding Revolting Credit Loans shall automatically convert to a Term Loan repayable in 20 equal quarterly, fully amortizing installments of principal. The quarterly installments of principal shall be payable on the 4th day of each February, May, August and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original November thereafter, commencing with the first such date occurring after the conversion, until the 5th year anniversary of the conversion when the entire unpaid principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and balance together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans unpaid interest thereon shall be used for general working capital purposes and for capital expenditurespaid in full . (ii) Interest shall accrue from 4. On the date of each Term Loan at this First Amendment Borrowers shall execute and deliver to Agent, as agent for the rate specified in Section 2.3(a)Lenders, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day a promissory note of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be Borrowers substantially in the form of Exhibit C. The notice A to this Amendment. Such note shall be signed by an Authorized Officerpayable to the order of the Agent as agent for the Lenders and will replace the promissory note of Borrowers dated November 4, 1992 (such replacement note together with any extensions, modifications or renewals thereof, the "Note"). 5. Except as hereby expressly amended all of the terms and conditions of the Credit Agreement and Loan Documents remain in full force and effect. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. EFFECTIVE as of the date set forth above. BORROWERS: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ ____________________________________ ▇▇▇▇ ▇. ▇▇▇▇▇ ASYMETRIX CORPORATION By: /s/ ▇▇▇▇ ▇▇▇▇▇ ________________________________ Its PRESIDENT --------- LENDERS:

Term Loans. (i) Subject to and upon the terms and conditions of set forth in this Agreement, (I) Borrower may request and Bank each of the Term Lenders severally agrees to lend to Borrower, and Borrower will borrow on the Closing Date and, if Borrower elects as provided hereinbelow, on such later date or dates as hereinafter provided, an amount equal to such Lender’s Term Commitment; provided, that, in all events no Default or Event of Default shall have occurred and be continuing on the date of any such borrowing; and provided, further, that the outstanding principal amount of the Term Loans (after giving effect to all amounts requested), shall not at any time exceed the aggregate Term Commitments of all Term Lenders or cause a violation of the covenant set forth in §9.2(b). At Borrower’s election, up to $70,000,000 of the Term Loans may be advanced during the ninety (90) days after the Closing Date rather than on the Closing Date. The Term Loans shall be made pro rata in accordance with each Term Lender’s Term Commitment Percentage. Borrower’s request for the Term Loans hereunder shall constitute a representation and warranty by Borrower that all of the conditions set forth in §10 and §11, as applicable, have been satisfied on the date of such request. No Term Lender shall have any obligation to make one or more term loans Term Loans to Borrower in an aggregate original a principal amount not to exceed $2,000,000 (each a “Tranche A of more than the principal face amount of such Lender’s Term Loan” and collectively Commitment. Notwithstanding the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) foregoing, Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, acknowledges that the “Term Loans”) at any time from ” outstanding under the date Borrower achieves Original Credit Agreement on the Tranche B Milestones through Closing Date will continue to remain outstanding as Term Loans hereunder in accordance with and subject to the Availability End Date. The proceeds respective Term Commitments of the Term Loans shall be used for general working capital purposes Lenders hereunder and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may will not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumre-borrowed by Borrower. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (ia) Subject to on the last Business Day of each March, June, September and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 December (each a “Tranche A Principal Payment Date”), commencing with March 31 2026, an aggregate principal amount equal to (i) 0.25% of the aggregate principal amount of all Closing Date Term Loan” Loans outstanding on the Closing Date, in respect of the first four (4) Principal Payment Dates (commencing March 31, 2026), (ii) 0.75% of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date, in respect of the next four (4) Principal Payment Dates (i.e., commencing on March 31, 2027) and collectively (iii) 1.25% of the “Tranche A aggregate principal amount of all Closing Date Term Loans”Loans outstanding on the Closing Date, in respect of each Principal Payment Date thereafter (i.e., commencing on March 31, 2028), in each case, which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05, and (b) at any time from on the Maturity Date for the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds aggregate principal amount of the all Closing Date Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning outstanding on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafterdate. Any In connection with any Incremental Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments constitute part of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through Class as the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Closing Date Term Loans, once repaidthe Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Closing Date Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, may not that if such Incremental Term Loans are to be reborrowed. Borrower may prepay “fungible” with the Closing Date Term Loans notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in whole or in part without penalty or premium. (iiisuch other percentage(s) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on agreed by Borrower and the Business Day prior Administrative Agent to ensure that the date on which Incremental Term Loans will be “fungible” with the Closing Date Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerLoans.

Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the last day of each of March, June, September and December, (i) Subject commencing with the fiscal quarter ending on June 30, 2026, a principal amount of Term Loans equal to the aggregate outstanding principal amount of 2025 Refinancing Term Loans made on the Amendment No. 4 Effective Date multiplied by 0.25% (in each case as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05) and upon (ii) commencing with the fiscal quarter ending on June 30, 2027, a principal amount of Term Loans equal to the aggregate outstanding principal amount of Amendment No. 4 Refinancing Term Loans made on the Amendment No. 4 Effective Date multiplied by 1.00% (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.06); provided that at the time of any effectiveness of any Extension Amendment with respect to the Initial2025 Refinancing Term Loans, the scheduled amortization with respect to the Initial2025 Refinancing Term Loans set forth above shall be reduced ratably to reflect the percentage of Initial2025 Refinancing Term Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Initial Term Loans), (ii) the amortization for any new Class of Term Loans established pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment to this Agreement in respect of Replacement Term Loans (if any) as shall be agreed in accordance with the terms and conditions hereof and specified in such Incremental Amendment, Refinancing Amendment, Extension Amendment or amendment to this Agreement in respect of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Replacement Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a)as applicable, and prior to the Availability End Date shall be payable monthly in arrears beginning (iii) on the 20th day Maturity Date for each Class of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaidthe aggregate principal amount of all such Term Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans, may not be reborrowed. Borrower may prepay including any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires increase to obtain payments to the extent, and as required pursuant to, the terms of any applicable Incremental Amendment involving a Term Loan (other than the initial Increase to any Class of Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be madeLoans. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.$1,250,000

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank each Lender agrees to make one or more term loans to the Borrower in an aggregate original principal amount not equal to exceed $2,000,000 such Lender’s Closing Date Term Loan Commitment (each a “Tranche A Term Loan” and collectively the “Tranche A Closing Date Term Loans”) at any time from on the Closing Date. Upon the funding of the Term Loans on the Closing Date, the Lenders’ Closing Date Term Loan Commitments shall automatically terminate. (b) To request the Term Loans on the Closing Date, the Borrower shall deliver to the Agent a Funding Notice not later than 12:00 p.m., New York City time, three (3) Business Days before the Closing Date through (or such shorter period of time as may be approved by the Availability End Agent). Upon receipt of such Funding Notice, Agent shall promptly notify the Lenders thereof. Such Funding Notice shall be signed by a duly authorized representative of the Borrower and shall be in the form of Exhibit A. The written Funding Notice shall specify the following information in compliance with Section 2.1: (i) the aggregate amount of the requested Closing Date Term Loans; (ii) the date of such borrowing; and (iii) the location and number of an account designated by the Borrower to which funds are to be disbursed (IIwhich may be in the form of a flow of funds memorandum, in form and substance reasonably satisfactory to the Agent and the Required Lenders attached to the Funding Notice). (c) Upon all of the conditions set forth in Section 3.1 having been satisfied or waived, the Lenders shall make the Closing Date Term Loans to be made by them available to the Borrower may request by wire transfer of immediately available funds at the account and/or accounts specified therefor in the flow of funds agreement attached to the Funding Notice. The Borrower shall promptly notify the Agent upon receipt of the Closing Date Term Loans. (d) Subject to the terms and Bank conditions of this Agreement, each Lender agrees to make one or more additional term loans to the Borrower in an aggregate original principal amount not equal to exceed $2,000,000 such Lender’s Delayed Draw Term Loan Commitment (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Delayed Draw Term Loans”) at any time from in a single installment on the date Borrower achieves the Tranche B Milestones through the Availability End Delayed Draw Funding Date. The proceeds Upon the earlier of (i) the funding of the Delayed Draw Term Loans or (ii) the Delayed Draw Termination Date, the Lenders’ Delayed Draw Term Loan Commitments shall be used for general working capital purposes and for capital expendituresautomatically terminate.[reserved]. (iie) Interest shall accrue from Within three (3) Business Days after the date of each Term Loan at Delayed Draw Eligibility Event, the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which deliver to Agent a notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. J (the “Delayed Draw Notice”) signed by a duly authorized representative of the Borrower, which notice shall (i) state that the Delayed Draw Eligibility Event has occurred and (ii) specify the location and number of an account designated by Borrower to which funds are to be disbursed on the Delayed Draw Funding Date. Promptly following receipt of the Delayed Draw Notice, the Agent shall forward the Delayed Draw Notice to each Lender with a Delayed Draw Term Loan Commitment.[reserved]. (f) Upon all of the conditions set forth in Section 3.2 having been satisfied as determined by the Agent (or waived by the Agent in its sole discretion), the Lenders shall make the Delayed Draw Term Loans to be made by them available to the Borrower on the Delayed Draw Funding Date by wire transfer of immediately available funds at the account specified by the Borrower therefor. The notice Borrower shall promptly notify the Agent upon receipt of the Delayed Draw Term Loans.[reserved]. (g) Subject to the terms and conditions of this Agreement, each Lender agrees to make term loans to the Borrower in an amount equal to such Lender’s Early Delayed Draw Term Loan Commitment (the “Early Delayed Draw Term Loans”) in a single installment on the Early Delayed Draw Funding Date. Upon the funding of the Early Delayed Draw Term Loans, the Lenders’ Early Delayed Draw Term Loan Commitments shall automatically terminate. (h) To request the Early Delayed Draw Term Loans on the Early Delayed Draw Funding Date, the Borrower shall deliver to the Agent a Funding Notice not later than 12:00 p.m., New York City time, one (1) Business Day before the Early Delayed Draw Funding Date (or such shorter period of time as may be approved by the Agent). Upon receipt of such Funding Notice, Agent shall promptly notify the Lenders thereof. Such Funding Notice shall be signed by a duly authorized representative of the Borrower and shall be in the form of Exhibit A. The written Funding Notice shall specify the following information in compliance with Section 2.1: (i) the aggregate amount of the requested Early Delayed Draw Term Loans; (ii) the date of such borrowing; and (iii) the location and number of an Authorized Officeraccount designated by the Borrower to which funds are to be disbursed (which may be in the form of a flow of funds memorandum, in form and substance reasonably satisfactory to the Agent and the Required Lenders attached to the Funding Notice). (i) Upon all of the conditions set forth in Section 3.3 and Section 4 of Amendment No. 1 having been satisfied as determined by the Agent (or waived by the Agent in its sole discretion), the Lenders shall make the Early Delayed Draw Term Loans to be made by them available to the Borrower on the Early Delayed Draw Funding Date by wire transfer of immediately available funds at the account specified by the Borrower therefor. The Borrower shall promptly notify the Agent upon receipt of the Early Delayed Draw Term Loans. (j) Any principal amounts borrowed under this Section 2.1 which are repaid may not be reborrowed.

Term Loans. (i) Subject The Borrower shall repay to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively Administrative Agent for the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds ratable account of the Term B-1 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2022, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-1 Loans outstanding on the Amendment No. 1 Effective Date (as such repayment amount shall be used reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-1 Loans, the scheduled amortization with respect to the Term B-1 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-1 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-1 Loans) and (ii) on the Maturity Date for general working capital purposes and the Term B-1 Loans, the aggregate principal amount of all Term B-1 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for capital expendituresthe addition of any New Term Loans that are Term B-1 Loans. (ii) Interest The Borrower shall accrue from repay to the date Administrative Agent for the ratable account of the Term B-2 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2022, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term Loan B-2 Loans outstanding on the Amendment No. 1 Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the rate specified in Section 2.3(a), and prior time of any effectiveness of any Extension Amendment with respect to the Availability End Date Term B-2 Loans, the scheduled amortization with respect to the Term B-2 Loans set forth above shall be payable monthly in arrears beginning reduced ratably to reflect the percentage of Term B-2 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-2 Loans) and (ii) on the 20th day Maturity Date for the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans outstanding on such date; provided that the month next following repayments under this clause may be adjusted to account for the such Term Loan, and continuing on the same day addition of each month thereafter. Any any New Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term B-2 Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), The Borrower shall notify Bank repay to the Administrative Agent for the ratable account of the Term B-3 Lenders (which notice i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2023, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-3 Loans outstanding on the Term B-3 Incremental Amendment Effective Date (as such repayment amount shall be irrevocablereduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-3 Loans, the scheduled amortization with respect to the Term B-3 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-3 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-3 Loans) by facsimile transmission to be received no later than 3:30 p.m. Eastern time and (ii) on the Business Day prior to the date on which Maturity Date for the Term Loan is B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to be made. Such notice shall be substantially in account for the form addition of Exhibit C. The notice shall be signed by an Authorized Officerany New Term Loans that are Term B-3 Loans.

Term Loans. Section 2.3(f) of the Loan Agreement is amended to read as follows: (i) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees make “Voluntary Prepayments” of up to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds 9,300,000 of the Term Loans not more often than quarterly, in integral multiples of $100,000, without premium or penalty but only under the following terms and conditions: (A) as of both the date of notice of intent to make such Voluntary Prepayment and the date of making of such prepayment and after giving effect thereto, no Event of Default or act, condition or event which with the giving of notice or passage of time or both would constitute an Event of Default shall exist or have occurred, including a failure to comply with any of the provisions of Section 9.14, 9.16, 9.15 or 9.17 hereof, (B) as of both the date of notice of intent to make such Voluntary Prepayment and the date of making of such prepayment and after giving effect thereto, Borrower shall be used Solvent; (C) Borrower shall have given Lender at least ten (10) Business Days prior written notice of its intent to make the Voluntary Prepayment, stating the amount of such Voluntary Prepayment and the date on which such Voluntary Prepayment is to be made; (D) As long as any portion of Term loan D is outstanding all mandatory prepayments required to be made in respect of Term Loan D, pursuant to Section 2.3(d) hereof, shall have been made; and (E) As long as any portion of Term loan D is outstanding the amount of all Voluntary Prepayments made in any twelve (12) month rolling period may not exceed twenty five percent(25%) of Borrowers’ Excess Cash Flow for general working capital purposes such twelve (12) month rolling period and after Term Loan D shall have been paid in full the amount of all Voluntary Prepayments made in any twelve (12) month rolling period may not exceed fifty percent (50%) of Borrowers’ Excess Cash Flow for capital expendituressuch twelve (12) month rolling period. (ii) Interest shall accrue from Borrower may make Voluntary Prepayment in excess of $9,300,000, not more often than quarterly, in integral multiples of $100,000; but only under the date of each Term Loan at the rate same terms and conditions specified in Section 2.3(a)2.3(f)(i)(A) through(E) hereof; provided that, and prior all such Voluntary Prepayments shall be subject to the Availability End Date shall be payable monthly early termination fees specified in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumSection 3.8 hereof. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice All Voluntary Prepayments shall be irrevocable) by facsimile transmission applied to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which those of the Term Loan is Loans as determined by Lender and to be made. Such notice shall be substantially payments falling due in the form inverse order of Exhibit C. The notice shall be signed by an Authorized Officermaturity.

Term Loans. The Initial Borrower shall repay to the Administrative Agent (i) Subject for the ratable account of the Initial Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in equal quarterly payments equal to and upon 0.25% of the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans funded on the Initial Closing Date (each such repayment amount, an “Initial Term Loan Repayment Amount”) which amount shall be used reduced as a result of the application of prepayments in accordance with Section 2.05) on March 31, June 30, September 30, and December 31 of each fiscal year of Holdings (commencing on December 31, 2018); provided, that if such date is not a Business Day, then such payment shall be made on the immediately preceding Business Day; provided, however, that the final principal repayment installment of the Initial Term Loans shall be paid on the Maturity Date for general working capital purposes the Initial Term Facility and for capital expenditures. in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date and (ii) Interest to the extent applicable, for the ratable account of the Delayed Term Lenders the aggregate principal amount of all Delayed Draw Term Loans outstanding in equal quarterly payments equal to 0.25% of the original principal amount of the Delayed Draw Term Loans funded on the Delayed Draw Closing Date (each such repayment amount, a “Delayed Draw Term Loan Repayment Amount”) which amount shall accrue from be reduced as a result of the date application of prepayments in accordance with Section 2.05) on March 31, June 30, September 30, and December 31 of each fiscal year of Holdings (commencing on December 31, 2018); provided, that if such date is not a Business Day, then such payment shall be made on the immediately preceding Business Day; provided, however, that the final principal repayment installment of the Delayed Term Loans shall be paid on the Maturity Date for the Delayed Draw Term Loan at Facility and in any event shall be in an amount equal to the rate specified in Section 2.3(a)aggregate principal amount of all Delayed Draw Term Loans outstanding on such date. For the avoidance of doubt, and prior solely to the Availability End Date extent applicable, any reduction in amortization payments as a result of the application of any prepayments in accordance with Section 2.05 shall be payable monthly in arrears beginning applied on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with a pro rata basis as between the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time funded on the Business Day prior to Initial Closing Date and the date Delayed Draw Term Loans funded on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerDelayed Draw Closing Date.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan A Commitment agrees (Iseverally, not jointly or jointly and severally) Borrower may request and Bank agrees to make term loans (collectively, the "Term Loan A") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Term Loan A Amount. The principal of the Term Loan A shall be repaid in monthly installments on the first day of each calendar month as set forth below: ================================================================================ Period Installment Amount -------------------------------------------------------------------------------- From January 1, 2007, through $26,250 December 31, 2007 -------------------------------------------------------------------------------- From January 1, 2008, through $37,500 December 31, 2008 -------------------------------------------------------------------------------- From January 1, 2009, through $56,250 December 31, 2009 -------------------------------------------------------------------------------- From January 1, 2010, until paid in $75,000 full ================================================================================ Notwithstanding the foregoing, the outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan A shall be due and payable on the earliest of (i) the Maturity Date, (ii) the date of the acceleration of Term Loan A in accordance with the terms hereof, and (iii) the date of termination of this Agreement pursuant to Section 8.1(c). (b) Subject to the terms and conditions of this Agreement, including the conditions precedent set forth in Section 3, each Lender with a Term Loan B Commitment (severally, not jointly or jointly and severally) commits to make term loans (collectively, the "Term Loan B") to Borrowers on and after the date Borrowers deliver to Agent financial statements (without footnotes and schedules for the fourth fiscal quarter) for the fiscal quarter ending December 31, 2006 through and including June 1, 2009, for the exclusive purpose of any Borrower making one or more term loans to Borrower Permitted Acquisitions in an aggregate amount equal to such Lender's Pro Rata Share of the Term Loan B Amount; provided that the aggregate original principal amount of all loans under Term Loan B shall not exceed the Term Loan B Amount. The outstanding principal of the Term Loan B shall be repaid in monthly installments on the first day of each calendar month as set forth below: ================================================================================ Period Installment Amount ================================================================================ From January 1, 2007, through 0.584% multiplied by the December 31, 2007 Aggregate Term Loan B Draw Amount -------------------------------------------------------------------------------- From January 1, 2008, through 0.834% multiplied by the December 31, 2008 Aggregate Term Loan B Draw Amount -------------------------------------------------------------------------------- From January 1, 2009, through 1.250% multiplied by the December 31, 2009 Aggregate Term Loan B Draw Amount -------------------------------------------------------------------------------- From January 1, 2010, until paid in 1.667% multiplied by the full Aggregate Term Loan B Draw Amount ================================================================================ Notwithstanding the foregoing, the outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan B shall be due and payable on the earliest of (i) the Maturity Date, (ii) the date of the acceleration of Term Loan B in accordance with the terms hereof, and (iii) the date of termination of this Agreement pursuant to exceed $2,000,000 (each a “Tranche Section 8.1(c). Term Loan A and Term Loan” and Loan B shall hereinafter be referred to collectively as the “Tranche A "Term Loans”) at any time from the Closing Date through the Availability End Date "). All principal of, interest on, and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower other amounts payable in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds respect of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified constitute Obligations. No amounts paid or prepaid in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day respect of the month next following the such Term Loan, and continuing on the same day outstanding principal amount of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (i) Subject On each Payment Date commencing with the first Payment Date occurring after Term Loans have been Borrowed, the Borrower shall repay to and upon the terms and conditions Administrative Agent, for the ratable account of this Agreementthe Lenders, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior equal to the Availability End Date shall amount set forth on Schedule 2.06 (as may be payable monthly amended in arrears beginning on the 20th day of the month next following the accordance with this Agreement) for such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Payment Date, at which time all amounts due in connection with any remaining outstanding principal amount of the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loanspayable by the Borrower on the Maturity Date; provided that, once repaidafter the Commercial Operation Date has occurred, may not be reborrowed. the Borrower may prepay any Term Loan may, from time to time by delivering a written notice (each, a “Deferral Notice”) to the Administrative Agent at least three (3) U.S. Government Securities Business Days before the relevant Payment Date, defer, in whole or in part without penalty part, the amount of the Term Loans to be paid on any Payment Date (the amount of the Term Loans being deferred, the “Deferred Amount”) to a date that is up to ninety (90) days after the relevant Payment Date (such date, the “Deferred Date”) subject to the following conditions: (a) the aggregate amount of days by which payment of the Term Loans may be deferred shall not exceed ninety (90) days, (b) no Default or premium. Event of Default shall have occurred or be continuing, (iiic) When Borrower desires no amounts remain on deposit in the Debt Service Reserve Account (or if amounts remain on deposit in the Debt Service Reserve Account, the Deferred Amount is equal to obtain a the excess of the principal amount of the Term Loan (other than Loans due and payable on such Payment Date over the initial Term Loanamounts that remain on deposit in the Debt Service Reserve Account), Borrower shall notify Bank (which notice d) the reason for such deferral shall be irrevocablesolely that processing of Minerals from the Project has been delayed and, as a result of such delay, the Refined Gold and Refined Silver have not been delivered to Peak’s Gold Metals Account (each such term as defined in the Toll Milling Agreement), and (e) by facsimile transmission to the Administrative Agent shall have received a certificate of a Responsible Officer of Contango certifying that, in Contango’s reasonable opinion, after due inquiry, Refined Gold and Refined Silver (each such term as defined in the Toll Milling Agreement) will be received no later than 3:30 p.m. Eastern time on the Business Day delivered prior to the date on which Deferred Date in an amount sufficient to pay the Deferred Amount in full. All amounts repaid pursuant to this Section 2.06 shall permanently reduce the aggregate amount of Term Loan Commitments in an amount equal to the amount of such repayment. Upon any such reduction of Term Loan Commitments, the Term Loan is to be made. Such notice Commitment of each Lender shall be substantially in reduced by such Lender’s ratable share of the form amount of Exhibit C. The notice shall be signed by an Authorized Officersuch reduction.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreementhereof, (I) Borrower may request and Bank each Lender having an Initial Term Loan Commitment severally agrees to make one or more a term loans to Borrower loan in Dollars (each, an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Initial Term Loan” and and, collectively the “Tranche A Initial Term Loans”) at any time from to the Closing Date through Borrower on the Full Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower Date, in an aggregate original principal amount requested by the Borrower not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyfor any such Lender, the “Tranche B Initial Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds Loan Commitment of the Term Loans shall be used for general working capital purposes and for capital expendituressuch Lender. (ii) Interest Each Lender’s Initial Term Loan Commitment shall accrue from be terminated (A) upon the making of such Lender’s Initial Term Loan on the Full Availability Date in accordance with Section 2.1(a)(i), (B) with respect to each Lender that is not a Defaulting Lender, upon the funding of the Initial Term Loans by such Lender on the Full Availability Date in an aggregate amount less than the full amount of such Lender’s Initial Term Loan Commitment or (C) at the close of business on the date of each Term Loan at that is five Business Days after the rate specified in Section 2.3(a), and prior to Final Order Entry Date if the Full Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumhave occurred. (iii) When Borrower desires Subject to obtain the terms and conditions hereof, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make term loans in Dollars (other than the initial “Delayed Draw Term Loan), Borrower shall notify Bank (which notice shall be irrevocableLoans”) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which Borrower from time to time (but not more than three times) during the Delayed Draw Commitment Period in such amounts requested by the Borrower not to exceed, in the aggregate, such Lender’s Delayed Draw Term Loan is to Commitment. The aggregate amount of Delayed Draw Term Loans requested and borrowed from all Lenders on any Borrowing Date must be made. Such notice shall be substantially in no less than $100,000,000 (or, if less, the form remainder of Exhibit C. The notice shall be signed by an Authorized Officerthe aggregate unused Delayed Draw Term Loan Commitments).

Term Loans. (i) Subject The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-1 Lenders and upon Term B-3 Lenders, on the terms last Business Day of each March, June, September and conditions of this AgreementDecember, (Ix) Borrower may request and Bank agrees to make one or more term loans to Borrower in commencing on the last Business Day of March 2008 until the last Business Day of December 2010, an aggregate original principal amount not equal to exceed $2,000,000 (each a “Tranche A 0.25% of the aggregate principal amount of all Term Loan” and collectively the “Tranche A Term Loans”) at any time from B-1 Loans outstanding on the Closing Date through (the Availability End Date “Quarterly Amortization Amount”), and (IIy) Borrower may request commencing on the last Business Day of March 2011, (1) to the Term B-1 Lenders, a percentage of the Quarterly Amortization Amount equal to the percentage of all outstanding Term B-1 Loans on the Restatement Effective Date not reclassified as Term B-3 Loans, and Bank agrees (2) to make one the Term B-3 Lenders, a percentage of the Quarterly Amortization Amount equal to the percentage of all outstanding Term B-1 Loans reclassified as Term B-3 Loans on the Restatement Effective Date (which payments described in this Section 2.07(a) shall be reduced with respect to each Class of Term Loans as a result of the application of prepayments, whether prior to or more additional term loans to Borrower after the Restatement Effective Date, in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together accordance with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at order of priority set forth in Section 2.05 or in connection with any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expendituresExtension as provided in Section 2.16). (ii) Interest The Borrower shall accrue from repay to the date Administrative Agent for the ratable account of the Incremental Term B-2 Lenders, on the last Business Day of each March, June, September and December, commencing with the next date after the Amendment No. 1 Effective Date on which a principal payment is due and payable under Section 2.07(a)(i) with respect to the Term Loan at B-1 Loans, after giving effect to any prepayment of the rate specified in Section 2.3(a), and Term B-1 Loans made prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day Amendment No. 1 Effective Date, an aggregate principal amount equal to 0.25% of the month next following the such aggregate principal amount of all Incremental Term Loan, and continuing on the same day of each month thereafter. Any Term B-2 Loans that are outstanding on the Availability End Amendment No. 1 Effective Date (which payments shall be payable reduced as a result of the application of prepayments in equal monthly installments accordance with the order of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due priority set forth in Section 2.05 or in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan Extension as provided in whole or in part without penalty or premiumSection 2.16). (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), The Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission repay to be received no later than 3:30 p.m. Eastern time the Administrative Agent for the ratable account of the Appropriate Lenders, on the Business Day prior to Maturity Date for each Class of Term Loans, the date aggregate principal amount of all Term Loans of such Class outstanding on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officersuch date.

Term Loans. (i) Subject The Borrower shall repay to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively Administrative Agent for the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds ratable account of the Term B-1 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2022, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-1 Loans outstanding on the Amendment No. 1 Effective Date (as such repayment amount shall be used reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-1 Loans, the scheduled amortization with respect to the Term B-1 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-1 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-1 Loans) and (ii) on the Maturity Date for general working capital purposes and the Term B-1 Loans, the aggregate principal amount of all Term B-1 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for capital expendituresthe addition of any New Term Loans that are Term B-1 Loans. (ii) Interest The Borrower shall accrue from repay to the date Administrative Agent for the ratable account of the Term B-2 Lenders (i) on the last Business Day of each Term Loan March, June, September and December, commencing with the last Business Day of June 2024, an aggregate amount equal to $2,392,264 (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the rate specified in Section 2.3(a), and prior time of any effectiveness of any Extension Amendment with respect to the Availability End Date Term B-2 Loans, the scheduled amortization with respect to the Term B-2 Loans set forth above shall be payable monthly in arrears beginning reduced ratably to reflect the percentage of Term B-2 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-2 Loans) and (ii) on the 20th day Maturity Date for the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans outstanding on such date; provided that the month next following repayments under this clause may be adjusted to account for the such Term Loan, and continuing on the same day addition of each month thereafter. Any any New Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term B-2 Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), The Borrower shall notify Bank repay to the Administrative Agent for the ratable account of the Term B-3 Lenders (which notice i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2023, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-3 Loans outstanding on the Term B-3 Incremental Amendment Effective Date (as such repayment amount shall be irrevocablereduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-3 Loans, the scheduled amortization with respect to the Term B-3 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-3 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-3 Loans) by facsimile transmission to be received no later than 3:30 p.m. Eastern time and (ii) on the Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-3 Loans. (iv) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-4 Lenders (i) on the last Business Day prior of each March, June, September and December, commencing with the last Business Day of March 2025, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-4 Loans outstanding on the Amendment No. 5 Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the date on which Term B-4 Loans, the scheduled amortization with respect to the Term Loan is to be made. Such notice B-4 Loans set forth above shall be substantially in reduced ratably to reflect the form percentage of Exhibit C. The notice shall Term B-4 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-4 Loans) and (ii) on the Maturity Date for the Term B-4 Loans, the aggregate principal amount of all Term B-4 Loans outstanding on such date; provided that the repayments under this clause may be signed by an Authorized Officeradjusted to account for the addition of any New Term Loans that are Term B-4 Loans.

Term Loans. (ia) Subject to and upon On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the terms and conditions of set forth in this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans an Initial Term Loan to the Borrower in an aggregate original principal amount not pursuant to exceed $2,000,000 (each a “Tranche A such Lender’s Term Loan” and collectively the “Tranche A Commitment, which Initial Term Loans”: (i) at any time from can only be incurred on the Closing Date through in the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal entire amount not to exceed $2,000,000 (of each a “Tranche B Lender’s Initial Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. Commitment; (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once prepaid or repaid, may not be reborrowed. Borrower may prepay ; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or LIBOR Loans; provided that all Term Loans made as part of the same Borrowing on the Closing Date shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.15(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Initial Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Initial Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in whole or accordance with Section 2.09 hereof in part without penalty or premiumthe aggregate amount of its Term Commitment. (iiib) When Borrower desires to obtain a During the Delayed Draw Term Loan Facility Availability Period, each Lender that has a Delayed Draw Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make Delayed Draw Term Loans from time to time pursuant to such ▇▇▇▇▇▇’s Delayed Draw Term Commitment, which Delayed Draw Term Loans: (other than the initial Term Loan), Borrower shall notify Bank (which notice i) shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time made on the a Business Day prior (each, a “Delayed Draw Funding Date”) in a minimum principal amount of $5.0 million or, if less, an amount equal to the date on which the Unused Total Delayed Draw Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.Commitment,

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank on the Closing Date Lender agrees to make one or more a term loans loan (the "Term Loan A") to Borrower Borrowers in an aggregate original amount equal to the Term Loan A Amount. The Term Loan A shall be repaid in consecutive monthly installments each in a principal amount not equal to exceed $2,000,000 (1/60th of the Term Loan A Amount, plus accrued interest on the amount of principal so repaid, on the first day of each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) month, commencing on July 1, 2001. Borrowers may, at any time time, prepay all or a portion of the Term Loan A without penalty or premium. Each prepayment shall be applied against the remaining installments of principal due on the Term Loan A in the inverse order of maturity, provided that the prepayment of the Term Loan A resulting from the sale (if any) of the Normandy Facility in accordance with Section 6.15 shall be applied pro rata against the remaining installments of principal due on the Term Loan A such that the maturity date of the Term Loan A remains unchanged. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. Any principal amount of the Term Loan A which is repaid or prepaid by Borrowers may not be reborrowed. (b) Subject to the terms and conditions of this Agreement, on the Closing Date through the Availability End Date and (II) Borrower may request and Bank Lender agrees to make one or more additional a term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 loan (the "Term Loan B" and, together with the Term Loan A, each a “Tranche B "Term Loan” " and collectively, the “Tranche B "Term Loans” and together with ") to Normandy in an amount equal to the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche Loan B Milestones through the Availability End DateAmount. The proceeds Term Loan B shall be repaid in consecutive monthly installments each in a principal amount equal to 1/60th of the Term Loans Loan B Amount, plus accrued interest on the amount of principal so repaid, on the first day of each month, commencing on July 1, 2001. Normandy may, at any time, prepay all or a portion of the Term Loan B without penalty or premium. Each prepayment shall be used for general working capital purposes applied against the remaining installments of principal due on the Term Loan B in the inverse order of maturity. The outstanding unpaid principal balance and for capital expenditures. (ii) Interest all accrued and unpaid interest under the Term Loan B shall accrue from be due and payable on the date of each Term Loan at the rate specified in Section 2.3(a)termination of this Agreement, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loanwhether by its terms, and continuing on the same day of each month thereafterby prepayment, or by acceleration. Any Term Loans that are All amounts outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through under the Term Loan Maturity Date, at which time all amounts due in connection with B shall constitute Obligations. Any principal amount of the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, Loan B which is repaid or prepaid by Borrowers may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (ia) Subject (x) with respect to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, on the last Business Day of each March, June, September and December, commencing with December 31, 2019, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date (in each case,and (y) with respect to the 2020 Incremental Term Loans, on the last Business Day of each March, June, September and December, commencing with June 30, 2020, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all 2020 Incremental Term Loans outstanding on the Amendment No. 1 Effective Date (after giving effect to the 2020 Incremental Term Loans pursuant to Amendment No. 1) (which payments, in the case of each of clauses (x) and (y), shall be reduced as a “result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (b) on the Maturity Date for the Closing Date Term Loan” Loans and collectively2020 Incremental Term Loans, the “aggregate principal amount of all Closing Date Term Loans and 2020 Incremental Term Loans”) at , respectively, outstanding on such date. In connection with any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Incremental Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments constitute part of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day Class as the Closing Dateany existing Class of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaidthe Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Closing Date Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, may not that if such Incremental Term Loans are to be reborrowed. Borrower may prepay “fungible” with the Closing Dateany existing Class of Term Loans, notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in whole or in part without penalty or premium. (iiisuch other percentage(s) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on agreed by Borrower and the Business Day prior Administrative Agent to provide that the date on which Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Dateapplicable existing Class of Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerLoans.

Term Loans. (i) Subject Indebtedness of the Borrower and/or any Restricted Subsidiary, provided that (A) after giving Pro Forma Effect to the incurrence of such Indebtedness and upon the terms use of proceeds thereof (but without netting the Cash proceeds of such Indebtedness for purposes of calculating Unrestricted Cash), the Specified Permitted Indebtedness Ratio Requirement shall have been satisfied, (B) the final scheduled maturity of any such Indebtedness shall not be earlier than the latest Maturity Date in effect as of the date of the incurrence thereof, (C) [reserved], (D) such Indebtedness satisfies the Specified Permitted Indebtedness Documentation Requirements, (E) at the time of incurrence of any such Indebtedness by Restricted Subsidiaries that are not Credit Parties and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under this clause (i) incurred by Restricted Subsidiaries that are not Credit Parties, together with the aggregate principal amount of Refinancing Indebtedness then outstanding under clause (ii) below, shall not exceed the Non-Credit Party Cap, (F) the Permitted Intercreditor Agreement Requirement shall have been satisfied, and (G) the Administrative Agent shall have received a certificate, dated the date such Indebtedness is incurred and signed by an Authorized Officer of the Borrower, setting forth a reasonably detailed calculation confirming compliance with the condition set forth in clause (A) above; provided further that such Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be extended, renewed or refinanced with Long-Term Indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (B) above so long as (x) such credit facility includes customary “rollover” provisions that are subject to no conditions of this Agreement, precedent other than (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the occurrence of the date specified for the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date rollover” and (II) Borrower may request that no payment or bankruptcy event of default shall have occurred and Bank agrees be continuing and (y) assuming such credit facility were to make one or more additional term loans be extended pursuant to Borrower in an aggregate original principal amount not to exceed $2,000,000 such “rollover” provisions, such extended credit facility would comply with clause (each a “Tranche B Term Loan” B) above); and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date any Refinancing Indebtedness in respect of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due Indebtedness permitted under clause (i) above or under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. clause (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loanii), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.;

Term Loans. (i) Subject The existing balance on the CONSTRUCTION LOAN, including any advance made to increase WORKING CAPITAL, as of CONSTRUCTION LOAN TERMINATION DATE will be restated and upon said balance will be paid by the terms TERM NOTES substantially in the forms attached hereto as Exhibits B, C, and conditions of D, respectively, and are by this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each reference made a “Tranche A Term Loan” and collectively part hereof. The TERM NOTES evidence the “Tranche A Term LoansTERM LOANS”. The TERM NOTES shall be amortized on a ten (10) at any time from year basis and repaid as follows: On the Closing Date through eighth (8th) day of every third (3rd) month, commencing three (3) months after the Availability End Date and (II) Borrower may request and Bank agrees CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay to make one or more additional term loans to Borrower ADMINISTRATIVE AGENT, for the account of BANKS in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyaccordance with their respective COMMITMENTS in the FIXED RATE LOAN, the “Tranche B Term Loans” scheduled principal payment shown in Schedule I, attached hereto and together by this reference made a part hereof, plus accrued interest on the FIXED RATE LOAN. In addition, on the eighth (8th) day of every third (3rd) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay $1,902,832.10 to ADMINISTRATIVE AGENT, for the account of BANKS in accordance with their respective COMMITMENT in the Tranche A Term LoansTERM LOANS, each a “Term Loan” and collectivelyas follows: (a) first to accrued interest on the LONG TERM REVOLVING NOTES; (b). next to accrued interest on the VARIABLE RATE NOTES; and (c) next to principal on the VARIABLE RATE NOTES. After the VARIABLE RATE NOTES have been fully paid, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans such quarterly payments shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from allocated first to accrued interest on the date of each Term Loan at the rate specified in Section 2.3(a)LONG TERM REVOLVING NOTES, and prior thence to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are principal outstanding on the Availability End Date LONG TERM REVOLVING NOTES; provided, however, that, if there is no outstanding interest or principal on the LONG TERM REVOLVING NOTES, or the MAXIMUM AVAILABILITY on the LONG TERM REVOLVING NOTES has been reduced to zero dollars ($0), then such quarterly payment shall no longer be required. In addition, on each REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE, BORROWER shall pay and apply to the then outstanding principal balance of the LONG TERM REVOLVING NOTES, if any, the amount necessary to reduce the outstanding principal balance of the LONG TERM REVOLVING NOTES so that they are within the MAXIMUM AVAILABILITY applicable on each such REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE. All unpaid principal and accrued interest under the TERM LOANS shall be due and payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity DateLOAN TERMINATION DATE applicable thereto, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may if not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumsooner paid. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (ia) Subject to Section 2.2(b) and upon the other terms and conditions of this Agreement, each Lender with a Term Loan Commitment agrees (Iseverally, not jointly or jointly and severally) Borrower may request and Bank agrees to make one or more term loans advances on the Closing Date (collectively, "Term Loans") to Borrower Borrowers in an aggregate original amount equal to such Lender's Pro Rata Share of the Term Loan Amount. All outstanding Term Loans shall be repaid on the Maturity Date, on which date the unpaid balance of all Term Loans shall be due and payable in full, together with all accrued and unpaid interest on such amount. Subject to the last sentence of this Section 2.2(a), Borrowers may prepay all or any portion of the outstanding principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans at any time upon not less than 60 days prior written notice to Agent and each Lender with a Term Loan Commitment, provided that upon such prepayment, Borrowers shall also pay (i) the Applicable Prepayment Premium on the portion of the Term Loans prepaid and (ii) all accrued and unpaid interest on the principal amount so prepaid to the date of such prepayment. All Term Loans shall constitute Obligations. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, Borrowers shall not prepay any principal in respect of Term Loans at any time unless (A) no Event of Default shall have occurred and be used for general working capital purposes continuing on the date of such prepayment, nor shall an Event of Default result therefrom, (B) after giving effect to such prepayment, Borrowers shall have Excess Availability in an amount that equals or exceeds $10,000,000, (C) except with respect to prepayments pursuant to Section 2.2(c),such prepayment is in an increment or increments of at least $500,000 and for capital expenditures(D) Borrowers shall not have made any other prepayments pursuant to this Section 2.2(a) during such fiscal quarter. (b) Notwithstanding any provision of Section 2.1 or this Section 2.2 to the contrary, in no event shall any Lender be obligated to make any Advances to any Borrower under Section 2.1(a) if, after giving effect to such advances, the aggregate amount of all outstanding Advances and Term Loans made to Borrowers under Sections 2.1(a) and 2.2(a) would exceed the amount permitted under Section 4.12 and clause (ii) Interest shall accrue from of the date definition of Permitted Indebtedness, in each case in the Senior Subordinated Note Indenture. (c) Within 5 Business Days after Agent has received financial statements under Section 6.3(a) with respect to each fiscal quarter of Parent (the last day of such fiscal quarter being the "Subject Date"), the Term Loan at Designee shall deliver to Agent and Parent the rate specified in Section 2.3(a)PIK Request, so long as (i) no Default or Event of Default shall have occurred and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day Subject Date; (ii) Borrowers shall have maintained EBITDA of each at least $26,500,000 for the 12-month thereafter. Any Term Loans that are outstanding on period immediately preceding the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Subject Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.;

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, the Banks agree to make loans to Borrower as provided in this Article II. (Ib) Borrower may request Subject to the terms and conditions set forth herein, during the Commitment Period, each Bank hereby severally and not jointly agrees to make one or more a term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 loan (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyindividually, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and and, collectively, the “Term Loans”), in Dollars, to Borrower as requested by the Borrower in accordance with Section 2.05 (the first of such draws, the “Initial Loan Borrowing” and each subsequent borrowing, a “Delayed Loan Borrowing”, and collectively, the “Loan Borrowings”); provided that (i) the Initial Loan Borrowing shall be in a minimum amount of $187,500,000 and each Delayed Loan Borrowing shall be in a minimum amount of $20,000,000, (ii) Borrower shall make Loan Borrowings (for the avoidance of doubt, including the Initial Loan Borrowing) in an aggregate principal amount equal to at least 50% of the Total Loan Commitment on or before Ap▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) ▇ll Loan Borrowings shall be made no later than the last day of the Commitment Period, (iv) the aggregate principal amount of any time from such Loan Borrowing shall not exceed the amount of the unused Total Loan Commitment on the date of such Loan Borrowing, and (v) the principal amount of Term Loans made by any Bank to the Borrower achieves the Tranche B Milestones through the Availability End Dateshall not exceed such Bank’s Loan Commitment. The proceeds Loan Commitments, with respect to the making of the Term Loans (and not with respect to the obligations of the Banks to Convert or Continue any Loans), shall expire on the last day of the Commitment Period (regardless of the failure of the Borrower to request a Delayed Loan Borrowing or the failure of the Borrower to fully utilize the Loan Commitments). Each Term Loan shall be used for general working capital purposes made by the Banks ratably in accordance with their respective Loan Commitments. The Term Loans may be outstanding as: (1) Base Rate Loans; (2) LIBOR Loans; or (3) a combination of the foregoing, as Borrower shall elect and for capital expendituresnotify Administrative Agent in accordance with Section 2.14. Each LIBOR Loan and Base Rate Loan of each Bank shall be maintained at such Bank’s Applicable Lending Office. (iic) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day The obligations of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due Banks under this Agreement are several, and no Bank shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay responsible for the failure of any Term other Bank to make any advance of a Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time made by such other Bank. However, the failure of any Bank to make any advance of each Loan to be made by it hereunder on the Business Day prior date specified therefor shall not relieve any other Bank of its obligation to the date on which the Term Loan is make any advance of its Loans specified hereby to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officermade on such date.

Term Loans. (i) Subject to and upon the terms and conditions of this AgreementAgreement and subject to the Bankruptcy Court Orders, (I) Borrower may request from time to time on or after the Effective Date and Bank during the Availability Period, each Lender agrees to make one or more its Pro Rata Share of term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 hereunder (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional such term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, made on or after the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectivelyEffective Date, the “Term Loans”) at by advancing to Borrower the percentage set forth opposite the name of each Lender on Schedule 1.1(A) of the Term Loans requested by the Borrower, up to an aggregate maximum principal amount for all Lenders in respect of all Term Loans hereunder not to exceed the Commitment Amount (the “Term Loan Commitment”) (prior to giving effect to any time from the date Borrower achieves the Tranche B Milestones through the Availability End Dateapplicable original issue discount). The Term Loans (other than any Term Loans the proceeds of which are designated for or otherwise applied to the repayment of the Pre-Petition Facility) will be advanced with an original issue discount of 2%. The aggregate principal balance of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified repaid in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning full on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafterFinal Maturity Date. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date borrowed and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, prepaid or repaid may not be reborrowed. Notwithstanding the foregoing, (i) prior to the Final Financing Order Entry Date, the Lenders shall not be obligated to make any Term Loans to the Borrower in excess of the sum of (A) $2,500,000, or such lesser amount as the Bankruptcy Court may prepay approve as set forth in the Interim Financing Order, and (B) to the extent authorized by the Interim Financing Order, the amount necessary to repay in full the Second Lien Obligations (as defined in the Plan of Reorganization) other than the Excluded Portion and (ii) borrowings of Term Loans hereunder (other than any borrowing designated for or otherwise applied to the repayment of the Pre-Petition Facility) in any weekly period covered by the Approved Budget shall not exceed $2,500,000 in aggregate principal amount. The proceeds of any Term Loan hereunder may be used only for the purposes set forth in whole or in part without penalty or premiumsubsection 5.12. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (i) Subject If a Subsidiary Borrower wishes to and upon the terms and conditions withdraw any amount from a Funding Account, it shall deliver a certificate of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially Authorized Officer in the form of Exhibit C. The notice M hereto, which certificate shall, among other things, specify the use proposed for amounts requested to be withdrawn in such certificate including, if such amounts are proposed to be applied to general corporate purposes and the amount of such withdrawals (or the aggregate principal amount of a series of related withdrawals) exceeds $10,000,000, the specific purpose (the “Funding Account Certificate”), to Agents in accordance with delivery instructions specified in such Funding Account Certificate (or as otherwise notified by the Administrative Agent and the Collateral Agent to the Borrower Representative in writing). Subject to Section 5.14(e), Collateral Agent shall use commercially reasonable efforts to, within 2 Business Days after receipt of such Funding Account Certificate (it being understood that a Funding Account Certificate shall be signed deemed received on the next Business Day if not received by an Authorized Officer12:00 noon, New York City time on a Business Day), transfer funds from the applicable Funding Account pursuant to the instructions specified by such Subsidiary Borrower in the Funding Account Certificate. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, withdraw or seek to withdraw any amount from a Funding Account, unless (i) contemporaneously with any withdrawal, such funds shall be applied to a Permitted Tranche 2 Purpose (and all of the conditions precedent shall have been satisfied in order that the application of such amounts would, upon such withdrawal, constitute a Permitted Tranche 2 Purpose); and (ii) both before and after giving effect to such withdrawal and application of funds from any Funding Account, each of the conditions set forth in Section 3.2 shall be satisfied as of the date of such withdrawal. Upon expiration of the period during which Permitted Debt Refinancings may be consummated, Subsidiary Borrowers shall instruct Agents to apply any and all proceeds of Tranche 2 Term Loans then remaining in the Funding Accounts to the prepayment of Term Loans and the permanent reduction of Term Commitments in accordance with Section 2.10(b).

Term Loans. (i) Subject to and upon satisfaction of the terms and conditions set forth in Section 9 hereof on the date of this Agreement, the Borrowers shall borrow from the Term Loan Lenders and the Term Loan Lenders shall lend to the Borrowers the sum of One Million One Hundred and Sixty-Seven Thousand US Dollars (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 1,167,000.00), (each a “Tranche A the "Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively"), the “Tranche B Term Loans” and together repayable with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Dateinterest as provided herein. The proceeds Term Loan shall bear interest and at the option of any Term Loan Lender shall be evidenced by and repayable in accordance with a term note drawn to the order of such Term Loan Lender substantially the form of Exhibit 3 hereto (the "Term Note"), as the same may hereafter be amended, supplemented or restated from time to time and any note or notes issued in substitution therefor, but in the absence of the Term Loans Note the Agent's records of loans and repayments shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from prima facie evidence of the date accuracy thereof. The unpaid principal balance of each the Term Loan outstanding from time to time, net of any portion of the unpaid principal balance of the Term Loan (if any) which bears interest calculated by reference to LIBOR, shall bear interest, until repaid, at the rate specified in Section 2.3(a), and prior to Prime Rate. Interest accruing on the Availability End Date Term Loan shall be payable monthly in arrears beginning (i) on the 20th day of the month next following the such Term Loan, and continuing on the same first day of each month thereafter. Any Term Loans that are outstanding in arrears; (ii) on termination of this Agreement pursuant to Section 20 hereof; (iii) on acceleration of the time for payment of the Obligations pursuant to Section 15 hereof; and (iv) on the Availability End Date date the Obligations are paid in full. The rate of interest payable by the Borrowers pursuant to this Section 5(v) shall be payable changed effective as of that date in equal monthly installments of principal, plus all accrued interest, beginning which a change in the Prime Rate becomes effective. Interest shall be computed on the Amortization Start Date and continuing on basis of the same day actual number of each month thereafter through days elapsed over a year of three hundred sixty (360) days. The unpaid principal balance of the Term Loan Maturity Dateoutstanding from time to time, at which time all amounts due in connection with net of any portion of the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a unpaid principal balance of the Term Loan (other than if any) which bears interest calculated by reference to the initial Term Loan)Prime Rate, Borrower shall notify Bank (which notice bear interest, until repaid, at the LIBOR Interest Rate plus the Applicable Margin. Interest shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time computed on the Business Day prior to basis of the date on which the Term Loan is to be made. Such notice shall be substantially in the form actual number of Exhibit C. The notice shall be signed by an Authorized Officerdays elapsed over a year of three hundred sixty (360) days.

Term Loans. (A) If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of property permitted by (x) Section 7.05(b) and (y) Section 7.05(f) and (g) solely to the extent, in the case of this clause (y), that the Borrower shall have demonstrated in a manner reasonably satisfactory to the Administrative Agent that the proceeds of such Disposition shall be applied to directly reimburse future research and development expenses related to the IP Rights licensed under such Sections (and pending such application to such research and development expenses, all such proceeds shall be maintained in a Liquidity Account) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds promptly following receipt thereof (but in any event, no later than two (2) Business Days after receipt thereof) by such Person (such prepayments to be applied as set forth in clause (E) below). (B) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests (i) Subject to and upon the terms and conditions of this Agreementanother Loan Party, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain as consideration for a Term Loan Permitted Acquisition (other than the initial Term LoanTarget Acquisition), or (iii) as part of any stock option or similar plan where such Equity Interests are issued as compensation), the Borrower shall notify Bank prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom promptly following receipt thereof (which notice shall be irrevocable) by facsimile transmission to be received but in any event, no later than 3:30 p.m. Eastern time two (2) Business Days after receipt thereof) by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (E) below). (C) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03(a) through (g) and (j), (k), (l) and (m)), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom promptly following receipt thereof (but in any event, no later than two (2) Business Days after receipt thereof) by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (E) below). (D) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries in an aggregate amount exceeding $2,500,000 in any fiscal year of the Borrower, and not otherwise included in clause (A), (B) or (C) of this Section 2.05(c)(ii), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom promptly following receipt thereof (but in any event, no later than two (2) Business Days after receipt thereof) by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (E) below). (E) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(c)(ii) shall be applied to the principal repayment installments of the Term Facility on a pro-rata basis and shall be accompanied by all accrued interest on the Business Day prior amount prepaid, together with any additional amounts required pursuant to Section 3.05. (F) Notwithstanding anything contained in this Section 2.05 to the date on which contrary, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to prepay the Term Loan is with any proceeds of an Extraordinary Receipt constituting proceeds of casualty or property insurance to the extent the Borrower or any applicable Subsidiary elects, in its sole discretion, to reinvest all or any portion of such Extraordinary Receipt in the business of the Borrower or such Subsidiary, as applicable, within one-hundred twenty (120) days after the receipt of such Extraordinary Receipt; provided that (x) the aggregate amount of all Extraordinary Receipts withheld for reinvestment pursuant to this clause (F) of this Section 2.05(c)(ii) shall not exceed $5,000,000 in the aggregate during the term of this Agreement and (y) if all or any portion of such Extraordinary Receipt shall have not been reinvested by the end of such one-hundred twenty (120) day period as contemplated above, then any portion of such Extraordinary Receipt not so reinvested shall be promptly applied to prepay the Term Loan (such prepayments to be madeapplied as set forth in clause (E) above). Such notice For the avoidance of doubt, the Borrower shall be substantially have no obligation to make a principal repayment hereunder in an amount in excess of the form aggregate outstanding principal amount of Exhibit C. The notice shall be signed by an Authorized Officerthe Term Loans.

Term Loans. (i) Subject to and upon On the terms and subject to the conditions of contained in this Agreement, (I) Borrower may request and Bank including, without limitation, paragraph 12.8, Lender agrees to make one or more term loans to Borrower a Loan Party (collectively, the "Term Loans") from time to time in an aggregate original principal amount not to exceed the Term Loan Commitment in effect as of such time. Each Term Loan shall be in a minimum principal amount of $2,000,000 1,000,000 and shall be evidenced by a Term Note. Principal payable on account of any Term Loan shall be payable in successive quarterly installments (i) payable on the first day of each a “Tranche A Fiscal Quarter, the first of which installments shall be due and payable on the first day of the Fiscal Quarter immediately following the Fiscal Quarter in which such Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date Loan is made and (IIii) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in based on an aggregate original amortization schedule consisting of 20 equal quarterly payments; provided, that the entire unpaid principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds balance of the Term Loans shall be used for general working capital purposes due and for capital expenditures. (ii) Interest payable in full upon the expiration of the Original Term of this Agreement or, in the event that the Original Term of this Agreement is renewed in accordance with paragraph 8, then the Loan Parties shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a)continue to make such installment payments, and prior with a final installment equal to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans unpaid principal balance and any other amounts outstanding due under this Agreement and payable upon the expiration of the Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of all Term Loans, and any accrued and unpaid interest thereon, shall be immediately due and payablepayable upon the earlier to occur of (i) the last day of the Original Term or the last day of any Renewal Term, if either Lender or the Loan Parties elect to terminate this Agreement as of the end of any such Original or Renewal Term and (ii) the acceleration of the Obligations pursuant to paragraph 11. Term Loans, once repaid, may not be reborrowed. Borrower The Loan Parties may prepay the principal amount of any Term Loan in whole or in part without premium or penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than costs contemplated by paragraph 2.7), and any such prepayment will be applied ratably to the initial remaining payments owing on such Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more a term loans to Borrower loan facility in an aggregate original the maximum principal amount not to exceed of Thirty Million Dollars ($2,000,000 30,000,000) (each a “Tranche A Term Loan” and collectively the “Tranche A Maximum Term LoansLoan Amount”) at any is established in favor of Borrowers and each Lender, severally and not jointly, shall, from time from the Closing Date through the Availability End Date and to time, make available term loan Advances to Borrowers on a non-revolving term basis (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectivelyeach, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from to finance Acquisitions (including without limitation the date Borrower achieves Merger Transactions) and Capital Expenditures, in each case subject to the Tranche B Milestones through the Availability End Dateprior written approval of Lenders as more fully provided for below. The proceeds of the Once repaid, a Term Loan may not be reborrowed. Term Loans shall be used for general working capital purposes made available to Borrowers during the period (“Term Loan Availability Period”) which commences on the Closing Date and for capital expendituresends on the third anniversary of the date of this Agreement. (i) On the Closing Date, subject to the satisfaction of the conditions set forth in Section 8.1, Lenders, severally and not jointly, shall fund a Term Loan Advance (the “Initial Term Loan”) as a Fixed Rate Loan in the amount of $30,000,000, with each Lender funding its Commitment Percentage of such Term Loan, to enable ▇▇▇▇▇▇▇ and ▇▇▇ to pay substantially all of the Merger Cash Consideration, the Option Cash Out Payments, and to pay the costs and expenses of the Merger Transactions. (ii) Interest The Lenders shall accrue from have no obligation to fund any further Term Loans after the Initial Term Loan is funded, and the unfunded portion of the Maximum Term Loan Amount remaining after the Initial Term Loan is funded shall be a discretionary line of credit only. In the event Borrowers wish to request that any additional Term Loan be funded after the Initial Term Loan (each an “Additional Term Loan”), Borrowing Agent on behalf of Borrowers shall give written notice to Agent of such request no less than forty-five (45) days prior to the date Borrowers wish for such Additional Term Loan to be funded. Such written notice shall be accompanied by a reasonably detailed explanation of the Acquisition or Capital Expenditure to be financed by such Additional Term Loan and in the case of any Term Loan requested for an Acquisition, such Acquisition shall be a Permitted Acquisition. Borrowers shall provide any and all additional information reasonably requested by Agent in connection with any such request for an Additional Term Loan (including, in the case of any Additional Term Loan requested for a Capital Expenditure, any of the information that would be required in connection with a Permitted Acquisition). Lenders shall approve each request for an Additional Term Loan in their sole discretion. Upon any final determination by Lenders to approve a request for an Additional Term Loan, Agent shall give notice of such decision to Borrowing Agent and Lenders and request that Borrowing Agent specify in writing (x) a date for the funding of such Additional Term Loan, which date may not be earlier than three (3) Business Days following the date Agent notifies Borrowing Agent of the approval of the Additional Term Loan and (y) whether such Term Loan shall be initially funded as a Domestic Rate Loan, a LIBOR Rate Loan or a Fixed Rate Loan (and, in the event Borrowing Agent shall elect a LIBOR Rate Loan, Borrowing Agent shall also comply with the notification requirements set forth in Sections 2.2(b) above). On the funding date specified by Borrowing Agent, subject to the satisfaction of the conditions set forth in Section 8.2 hereof, all Lenders, severally and not jointly, shall fund each approved Additional Term Loan, with each Lender funding its Commitment Percentage of such Additional Term Loan. Each Term Loan shall be evidenced by one or more secured promissory notes (collectively, the “Term Notes”) issued to each Lender in substantially the form attached hereto as Exhibit 2.4, each in the amount of each respective Lender’s Commitment Percentage of the aggregate amount of such Term Loan. (iii) Each Term Loan may be funded in its entirety as a Domestic Rate Loan, LIBOR Rate Loan or Fixed Rate Loan as Borrowing Agent may request. Borrowing Agent may request that a Term Loan be established as a Fixed Rate Loan by an election therefor made in connection with the initial funding of such Term Loan as specified in Section 2.4(a)(ii) above; any such Term Loan shall remain a Fixed Rate Loan at all times until paid in full and if Borrowing Agent shall fail to make such an election for a Fixed Rate Loan in connection with the initial funding of any Term Loan, Borrowers shall have no further right or option to convert such Term Loan to a Fixed Rate Loan. Borrowing Agent may request that any Additional Term Loan be funded as a LIBOR Rate Loan by giving notice of such request in accordance with the notification requirements of Section 2.2(b) above at the time it specifies the funding date for such Additional Term Loan, otherwise, such Additional Term Loan shall be funded as a Domestic Rate Loan. In the event that after the initial funding of any Term Loan that is not a Fixed Rate Loan, Borrowers desire to extend or to convert (as applicable) such Term Loan as or to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Section 2.2(d). The provisions of Sections 2.2(b) through (g) shall apply to all Term Loans that are LIBOR Rate Loans. (b) Each Term Loan shall be payable in monthly installments of principal and interest, each of which shall be due and payable on the first day of each month beginning with the first day of the first full month after the date of each the funding of such Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same first day of each month thereafter through (each such payment as to each such Term Loan, an “Amortization Payment”), provided that, the entire principal balance of each Term Loan, along with all accrued and unpaid interest, fees, costs and expenses related thereto, shall be due and payable upon the applicable Term Loan Maturity Date for such Term Loan, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement by Borrowers pursuant to Section 13.1. The initial amount of the Amortization Payment for each Term Loan shall be determined upon the funding thereof, based on a “mortgage style” amortization schedule of equal payments of principal and interest over one hundred twenty (120) months using the initial funded amount of the Term Loan Maturity Dateand the initial Term Loan Rate applicable thereto as of the date of the funding thereof, at which time all amounts due provided that, in connection with the case of each Term Loan that is a Variable Rate Loan, notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any other Loan Document, upon each change in the applicable Term Loan Rate for such Variable Rate Loan (whether by reason of a change in the Applicable Margin, the Base Rate and/or the LIBOR Rate applicable to such Term Loan, by reason of a conversion of any Term Loan from a Domestic Rate Loan to a LIBOR Rate Loan or vice versa, by reason of continuation of any Term Loan as a LIBOR Rate Loan for a new Interest Period or otherwise), the amount of the monthly Amortization Payment for such Term Loan shall be recalculated and adjusted effective as of the date of such change in the applicable Term Loan Rate as necessary to maintain an amortization schedule for such Term Loan consisting of equal payments of principal and interest resulting in payment in full of such Term Loan one hundred twenty (120) months after the funding of such Term Loan as otherwise required under this Section 2.4(b). As a convenience to the Borrowers, Agent shall use its best efforts to issue one or more payment notice(s) to Borrowers for the Term Loans and any other amounts due under this Agreement shall prior to the end of each month stating the anticipated Amortization Amount for each Term Loan as in effect on the date of such notice(s) that is expected to be immediately due and payable. payable with respect to such Term LoansLoan on the first day of the following month; provided that, once repaid, may not be reborrowed. Borrower may prepay in the event that the Amortization Amount for any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocablerecalculated and adjusted pursuant to this Section 2.4(b) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on after the Business Day date of such notice but prior to the date on which the next payment of the Amortization Amount is due, the amount of the Amortization Payment due and payable with respect to such Term Loan is to be made. Such notice on the next payment date shall be substantially such recalculated and adjusted amount (and further provided that, in any such case where the recalculated and adjusted Amortization Amount exceeds the Amortization Amount reflected on the applicable monthly payment notice, Agent may, in the form exercise of Exhibit C. The notice shall be signed by an Authorized Officerits Permitted Discretion, elect to defer payment of the amount of the excess until the next succeeding monthly payment date).

Term Loans. The Borrower shall repay to the Revolver Agent for the ratable account of the Appropriate Lenders (ia) Subject to on the last Business Day of each March, June, September and upon the terms and conditions of this AgreementDecember, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in commencing with December 31, 2022, an aggregate original principal amount not equal to exceed $2,000,000 (each a “Tranche A x) 0.25% of the aggregate principal amount of all Closing Date Term Loan” and collectively the “Tranche A Term Loans”) at any time from Loans outstanding on the Closing Date through plus (y) 0.25% of the Availability End initially funded aggregate principal amount of all Closing Date Delayed Draw Term Loans that have been outstanding for at least one full fiscal quarter (in each case, which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (IIb) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, on the “Tranche B Term Loans” and together with Maturity Date for the Tranche A Closing Date Term Loans, each a “the aggregate principal amount of all Closing Date Term Loan” and collectivelyLoans (including, for the “avoidance of doubt, any funded Closing Date Delayed Draw Term Loans”) at outstanding on such date. In connection with any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Incremental Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments constitute part of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through Class as the Term Loan Maturity Date, at which time all amounts due in connection with the Closing Date Term Loans and any other amounts due under this Agreement shall be immediately due and payable. the Closing Date Delayed Draw Term Loans, once repaidthe Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Closing Date Term Loans and Closing Date Delayed Draw Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, may not that if such Incremental Term Loans are to be reborrowed. Borrower may prepay “fungible” with the Closing Date Term Loans and the Closing Date Delayed Draw Term Loans notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in whole or in part without penalty or premium. (iiisuch other percentage(s) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on agreed by Borrower and the Business Day prior Administrative Agent to provide that the date on which Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loan is to be made. Such notice shall be substantially in Loans and the form of Exhibit C. The notice shall be signed by an Authorized OfficerClosing Date Delayed Draw Term Loans.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreement, each Lender with a Term Loan Commitment agrees (Iseverally, not jointly or jointly and severally) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any to Borrowers from time to time from the date Borrower achieves Closing Date until the Tranche B Milestones through Term Loan Expiration Date, or until the Availability End earlier reduction of its Term Loan Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed the unused portion of such Lender’s Term Loan Commitment. The aggregate principal amount of the Term Loans (based on initial principal amount) shall not exceed the Term Loan Amount. The Term Loan Commitment of each Lender shall (x) automatically and permanently be reduced to the extent that such Lender makes a Term Loan to Borrowers, and (y) automatically and permanently be reduced to zero on the Term Loan Expiration Date. Each Term Loan requested by Borrowers pursuant to this Section 2.2 shall be in a minimum amount of $2,500,000. Any principal amount of the Term Loans that is repaid or prepaid may not be reborrowed. The proceeds outstanding principal of the Term Loans shall be used for general working capital purposes repayable by the Borrowers in consecutive quarterly installments, on the first day of each April, July, October and for capital expenditures. January, commencing on April 1, 2006 and ending on the Maturity Date (or if earlier than the Maturity Date, the date that the Term Loans have been repaid in full) consisting of (i) during the period from April 1, 2006 to January 1, 2007, quarterly payments of $625,000, (ii) Interest during the period from April 1, 2007 to January 1, 2008, quarterly payments of $1,250,000, and (iii) during the period from April 1, 2008 to the Maturity Date, equal quarterly payments which, in the aggregate, equal the remaining outstanding principal balance of the Term Loans; provided, that the last such installment shall accrue from be in the amount necessary to repay in full the unpaid principal amount of the Term Loans; provided, further, for the avoidance of doubt, no installment shall be due during any period where the outstanding principal amount of the Term Loans has been repaid in full. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loans shall be due and payable on the date of each Term Loan at the rate specified in Section 2.3(a)termination of this Agreement, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loanwhether by its terms, and continuing on the same day of each month thereafterby prepayment, or by acceleration. Any Term Loans that are All amounts outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with under the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumconstitute Obligations. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (i) Subject The Borrowers agree to and upon pay to the terms and conditions Administrative Agent, for the benefit of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Lenders of the Initial Term Loans”) at any time from the Closing Date through the Availability End Date and , on each date set forth below (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in each, an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Initial Term Loan” and collectively, the “Tranche B Term LoansLoan Repayment Date” and together with the Tranche A 2020 Incremental Term Loan Repayment Date (as defined below), each, an “Term Loan Repayment Date”), the principal of the Initial Term Loans in the amounts set forth below opposite such Term Loan Repayment Date (each, an “Initial Term Loan Repayment Amount” and together with the 2020 Incremental Term Loan Repayment Amount (as defined below), each, a “Term Loan Repayment Amount”) (which Term Loan Repayment Amount shall be reduced as a result of, and after giving effect to, the application of prepayments in accordance with the order of priority set forth in Section 5.01 and Section 5.02(a)(viii)): and (ii) the Borrowers agree to pay to the Administrative Agent, for the benefit of the Lenders of the 2020 Incremental Term Loans, on each date set forth below (each, a “2020 Incremental Term Loan” and collectivelyLoan Repayment Date”), the principal of the 2020 Incremental Term Loans in the amounts set forth below opposite such 2020 Incremental Term Loan Repayment Date (each, a “2020 Incremental Term LoansLoan Repayment Amount”) at any time from (which 2020 Incremental Term Loan Repayment Amount shall be reduced as a result of, and after giving effect to, the date Borrower achieves application of prepayments in accordance with the Tranche B Milestones through order of priority set forth in Section 5.01 and Section 5.02(a)(viii)): For the Availability End Date. The proceeds avoidance of doubt, the Borrowers agree to pay to the Administrative Agent, for the benefit of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a)applicable Lenders, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. then outstanding Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.”

Term Loans. (i) Subject to and upon the terms and conditions of this Agreementhereof, (Ia) Borrower may request and Bank each Lender holding a Tranche B Term Loan Commitment severally agrees to make make, in Dollars in a single draw on the Closing Date, one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each each, a “Tranche B Term Loan” and collectively, ”) to the Parent Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loans” Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof and together with (b) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars, from time to time during the Delayed Draw Term Loan Commitment Period, subject to the terms and conditions hereof, one or more delayed draw term loans which shall be Tranche A B Term Loans hereunder (each, a “Delayed Draw Term Loan”) to the Parent Borrower in an aggregate principal amount not to exceed the amount set forth opposite such lender’s name in Schedule A-2 under the heading “Delayed Draw Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms and conditions hereof. The Term Loans: (i) except as hereinafter provided, each a “Term Loan” and collectivelyshall, at the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds option of the Parent Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurocurrency Loans, provided that (i) except as otherwise specifically provided in subsection 4.9 and 4.10, all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) unless the Administrative Agent either otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred, all Term Loans shall be used for general working capital purposes maintained during (A) the first week following the Closing Date as ABR Loans and for capital expenditures.(B) until the date that is 90 days following the Closing Date, shall be incurred and maintained as (x) ABR Loans or (y) Eurocurrency Loans with an Interest Period of one month commencing on the first day of the period described in clause (B); and (ii) Interest shall accrue from be made by each such Lender in an aggregate principal amount which (A) in the date case of each Tranche B Term Loans made under subsection 2.5(a), does not exceed the Tranche B Term Loan at Commitment of such Lender, (B) in the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day case of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Delayed Draw Term Loans, once when aggregated with all Delayed Draw Term Loans made under subsection 2.5(b), does not exceed the Delayed Draw Term Loan Commitment of such Lender on the Closing Date and (C) in the case of Delayed Draw Term Loans made in any borrowing after the Closing Date, does not exceed the unused and available Delayed Draw Term Loan Commitment of such Lender at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.

Term Loans. (i) Subject to and upon the terms and conditions of this Agreementherein set forth, (I) Borrower may request and Bank each Lender severally agrees to make one a loan or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A such Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each Loan a “Term Loan” and collectively, collectively as the “Term Loans”) in the amount set forth opposite such Lender’s name on Schedule 1.01(a) to the Borrower, which Term Loans (i) shall not exceed, for any such Lender, the Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Term Loan Commitment, (iii) shall be made on the Closing Date, (iv) may, at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds option of the Borrower, be incurred and maintained as, and/or converted into, Index Rate Loans or Term SOFR Loans; provided, that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, and (v) may be repaid or prepaid in accordance with the provisions hereof (subject to the Applicable Prepayment Premium), but once repaid or prepaid may not be reborrowed; provided, further, that notwithstanding the foregoing, on and after the Amendment No. 2 Effective Date, “Term Loans” shall be used for general working capital purposes and for capital expendituresinclude the 2022 Supplemental Term Loans. (ii) Interest shall accrue from At any time during the date of each Term Loan at 2022-I Supplemental DDTL Commitment Period, subject to the rate specified terms and conditions set forth in Section 2.3(a)7.02 hereof, each Lender with a 2022-I Supplemental DDTL Commitment severally agrees to make to the Borrower on the 2022-I Supplemental DDTL Funding Date, 2022-I Supplemental DDTLs denominated in Dollars in aggregate amounts requested by the Borrower which (x) are no less than the Minimum 2022 Supplemental DDTL Borrowing Amount with respect to such Borrowing, and (y) notwithstanding the foregoing do not exceed the aggregate unfunded 2022-I Supplemental DDTL Commitments as of such 2022-I Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided that the Availability End amount of 2022-I Supplemental DDTLs to be funded by any such Lender on such applicable 2022-I Supplemental DDTL Funding Date shall not exceed such ▇▇▇▇▇▇’s unfunded 2022-I Supplemental DDTL Commitment as of such 2022-I Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided, further, that for the avoidance of doubt, any proposed Borrowing of 2022-I Supplemental DDTLs shall be payable monthly funded in arrears beginning part with the 2022-II Supplemental DDTLs, to the extent 2022-II Supplemental DDTL Commitments are available on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End proposed 2022-1 Supplemental DDTL Funding Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection accordance with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumSection 2.07. (iii) When At any time during the 2022-II Supplemental DDTL Commitment Period, subject to the terms and conditions set forth in Section 7.02 hereof, each Lender with a 2022-II Supplemental DDTL Commitment severally agrees to make to the Borrower desires on the 2022-II Supplemental DDTL Funding Date, 2022-II Supplemental DDTLs denominated in Dollars in aggregate amounts requested by the Borrower which notwithstanding the foregoing do not exceed the aggregate unfunded 2022-II Supplemental DDTL Commitments as of such 2022-II Supplemental DDTL Funding Date immediately prior to obtain a Term Loan (other than giving effect to such Borrowing; provided that the initial Term Loan)amount of 2022-II Supplemental DDTLs to be funded by any such Lender on such applicable 2022-II Supplemental DDTL Funding Date shall not exceed such Lender’s unfunded 2022-II Supplemental DDTL Commitment as of such 2022-II Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided, Borrower shall notify Bank (which notice further, that for the avoidance of doubt, any proposed Borrowing of 2022-II Supplemental DDTLs shall be irrevocable) by facsimile transmission funded in part with the 2022-I Supplemental DDTLs, to be received no later than 3:30 p.m. Eastern time the extent 2022-II Supplemental DDTL Commitments are available on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially proposed 2022-II Supplemental DDTL Funding Date in the form of Exhibit C. The notice shall be signed by an Authorized Officeraccordance with Section 2.07.

Term Loans. (i) Subject The Term Loan shall be made available to and upon SMTC Massachusetts subject to the terms and conditions of this Agreement, contained herein: (Ia) Borrower may request and Bank agrees The Term Loan shall be available to make one or more term loans to Borrower SMTC Massachusetts in an aggregate the original principal amount not equal to exceed $2,000,000 the lesser of (each a “Tranche A Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term LoansLoan Maximum Limit”): (i) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes and for capital expenditures.US$1,500,000; or (ii) Interest shall accrue from the date US Dollar Amount of each Term Loan at ninety (90%) percent of the rate specified Net Forced Sale Value of the Eligible Equipment, as determined by Lender based on an appraisal, in Section 2.3(a)form, scope and methodology, and prior by an appraiser, acceptable to Lender, addressed to Lender or upon which Lender is permitted to rely (the Availability End Date shall be payable monthly in arrears beginning on the 20th day “Equipment Appraisal Amount”). (b) Repayment of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity shall be made in thirty-six (36) equal consecutive monthly installments commencing on the first Business Day of the calendar month immediately following the Term Loan Advance Date (the “Term Loan Repayment Commencement Date, at which time all amounts ”) with the final payment due in connection with respect thereof payable on the date which is the earlier to occur of: (i) thirty-six (36) months from the Term Loans and any other amounts due under Loan Repayment Commencement Date; and (ii) the termination or non-renewal by Lender of this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumpursuant to the terms hereof. (c) The Term Loan shall be (i) evidenced by a term promissory note (the “Term Note”) in such principal amount as of the date hereof; (ii) shall be repaid together with interest and other amounts in accordance with this Agreement, the Term Note and the other Financing Agreements; and (iii) When Borrower desires to obtain a secured by the Collateral. (d) The Term Loan Maximum Limit shall be reset by Lender from time to time on each Reset Date and, if required by Lender, SMTC Massachusetts agrees to execute and deliver an amended and restated Term Note to Lender on each Reset Date. If on any Reset Date, the aggregate amount of the Term Loan exceeds the Term Loan Maximum Limit (other each, an “Excess Amount”), as determined by Lender, SMTC Massachusetts shall, to the extent there is availability under the Revolving Loans, be deemed (without the requirement of any further action or documentation) to have requested from Lender an advance under the Revolving Loan in an amount equal to the Excess Amount. In the event that the availability under the Revolving Loans is less than the initial Excess Amount, SMTC Massachusetts shall be deemed to have requested an advance to the amount which is available under the Revolving Loans and shall repay the balance of such Excess Amount to Lender upon demand by Lender, which may be made at any time and from time to time. (e) All repayments on account of the Term Loan made from time to time shall be applied to permanently reduce the aggregate amount of the Term Loan), Borrower shall notify Bank . (which notice shall be irrevocablef) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to US Borrowers and Lender acknowledge that as of the date on which hereof, the aggregate amount of the Term Loan is US$900,000. (g) Lender may, in its reasonable credit judgment, from time to be madetime reduce the lending formula with respect to Eligible Equipment. Such notice shall be substantially In determining whether to reduce the lending formula, Lender may consider events, conditions, contingencies or risks which are also considered in the form of Exhibit C. The notice shall be signed by an Authorized Officerdetermining Eligible Accounts, Eligible Inventory or in establishing Availability Reserves.

Term Loans. (ia) Subject to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank each Lender agrees to make one or more term loans to the Borrower in an aggregate original principal amount not equal to exceed $2,000,000 such Lender’s Closing Date Term Loan Commitment (each a “Tranche A Term Loan” and collectively the “Tranche A Closing Date Term Loans”) at any time from on the Closing Date. Upon the funding of the Term Loans on the Closing Date, the Lenders’ Closing Date Term Loan Commitments shall automatically terminate. (b) To request the Term Loans on the Closing Date, the Borrower shall deliver to the Agent a Funding Notice not later than 12:00 p.m., New York City time, three (3) Business Days before the Closing Date through (or such shorter period of time as may be approved by the Availability End Agent). Upon receipt of such Funding Notice, Agent shall promptly notify the Lenders thereof. Such Funding Notice shall be signed by a duly authorized representative of the Borrower and shall be in the form of Exhibit A. The written Funding Notice shall specify the following information in compliance with Section 2.1: (i) the aggregate amount of the requested Closing Date Term Loans; (ii) the date of such borrowing; and (iii) the location and number of an account designated by the Borrower to which funds are to be disbursed (IIwhich may be in the form of a flow of funds memorandum, in form and substance reasonably satisfactory to the Agent and the Required Lenders attached to the Funding Notice). (c) Upon all of the conditions set forth in Section 3.1 having been satisfied or waived, the Lenders shall make the Closing Date Term Loans to be made by them available to the Borrower may request by wire transfer of immediately available funds at the account and/or accounts specified therefor in the flow of funds agreement attached to the Funding Notice. The Borrower shall promptly notify the Agent upon receipt of the Closing Date Term Loans. (d) Subject to the terms and Bank conditions of this Agreement, each Lender agrees to make one or more additional term loans to the Borrower in an aggregate original principal amount not equal to exceed $2,000,000 such Lender’s Delayed Draw Term Loan Commitment (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Delayed Draw Term Loans”) at any time from in a single installment on the date Borrower achieves the Tranche B Milestones through the Availability End Delayed Draw Funding Date. The proceeds Upon the earlier of (i) the funding of the Delayed Draw Term Loans or (ii) the Delayed Draw Termination Date, the Lenders’ Delayed Draw Term Loan Commitments shall be used for general working capital purposes and for capital expendituresautomatically terminate. (iie) Interest shall accrue from Within three (3) Business Days after the date of each Term Loan at Delayed Draw Eligibility Event, the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which deliver to Agent a notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The J (the “Delayed Draw Notice”) signed by a duly authorized representative of the Borrower, which notice shall (i) state that the Delayed Draw Eligibility Event has occurred and (ii) specify the location and number of an account designated by Borrower to which funds are to be signed disbursed on the Delayed Draw Funding Date. Promptly following receipt of the Delayed Draw Notice, the Agent shall forward the Delayed Draw Notice to each Lender with a Delayed Draw Term Loan Commitment. (f) Upon all of the conditions set forth in Section 3.2 having been satisfied as determined by the Agent (or waived by the Agent in its sole discretion), the Lenders shall make the Delayed Draw Term Loans to be made by them available to the Borrower on the Delayed Draw Funding Date by wire transfer of immediately available funds at the account specified by the Borrower therefor. The Borrower shall promptly notify the Agent upon receipt of the Delayed Draw Term Loans. (g) Subject to the terms and conditions of this Agreement, each Lender agrees to make term loans to the Borrower in an Authorized Officeramount equal to such Lender’s Early Delayed Draw Term Loan Commitment (the “Early Delayed Draw Term Loans”) in a single installment on the Early Delayed Draw Funding Date. Upon the funding of the Early Delayed Draw Term Loans, the Lenders’ Early Delayed Draw Term Loan Commitments shall automatically terminate.

Term Loans. (i) Subject The Term Loan shall be made available to SMTC California and upon SMTC Massachusetts subject to the terms and conditions of this Agreement, contained herein: (Ia) Borrower may request and Bank agrees The Term Loan shall be available to make one or more term loans to Borrower SMTC California and/or SMTC Massachusetts in an aggregate the original principal amount not equal to exceed $2,000,000 the lesser of (the “Term Loan Maximum Limit”): (i) US$1,300,000; or (ii) the US Dollar Amount of ninety (90%) percent of the Net Forced Sale Value of the Eligible Equipment, as determined by Lender based on an appraisal, in form, scope and methodology, and by an appraiser, acceptable to Lender, addressed to Lender or upon which Lender is permitted to rely. (b) Repayment of the Term Loan shall be made in thirty-six (36) equal consecutive monthly installments commencing on the first Business Day of the calendar month immediately following the Term Loan Advance Date (the “Term Loan Repayment Commencement Date”) with the final payment due in respect thereof payable on the date which is the earlier to occur of: (i) thirty-six (36) months from the Term Loan Repayment Commencement Date; and (ii) the termination or non-renewal by Lender of this Agreement pursuant to the terms hereof. (c) The Term Loan shall be (i) evidenced by term promissory notes (each a “Tranche A Term Loan” and collectively the “Tranche A Term LoansNote”) in such principal amount as of the date hereof; (ii) shall be repaid together with interest and other amounts in accordance with this Agreement, the applicable Term Note and the other Financing Agreements; and (iii) secured by the Collateral. (d) The Term Loan Maximum Limit shall be reset by Lender from time to time on each Reset Date and, if required by Lender, each of SMTC California and/or SMTC Massachusetts agrees to execute and deliver an amended and restated Term Note to Lender on each Reset Date. If on any Reset Date, the aggregate amount of the Term Loan exceeds the Term Loan Maximum Limit (each, an “Excess Amount”), as determined by Lender, SMTC California and/or SMTC Massachusetts, as applicable, shall, to the extent there is availability under the Revolving Loans, be deemed (without the requirement of any further action or documentation) to have requested from Lender an advance under the Revolving Loan in an amount equal to the Excess Amount. In the event that the availability under the Revolving Loans is less than the Excess Amount, SMTC California and/or SMTC Massachusetts, as applicable, shall be deemed to have requested an advance to the amount which is available under the Revolving Loans and shall repay the balance of such Excess Amount to Lender upon demand by Lender, which may be made at any time and from the Closing Date through the Availability End Date and time to time. (IIe) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds All repayments on account of the Term Loans Loan made from time to time shall be used for general working capital purposes and for capital expendituresapplied to permanently reduce the aggregate amount of the Term Loan. (iif) Interest shall accrue Lender may, in its reasonable credit judgment, from time to time reduce the date of each Term Loan at lending formula with respect to Eligible Equipment. In determining whether to reduce the rate specified lending formula, Lender may consider events, conditions, contingencies or risks which are also considered in Section 2.3(a)determining Eligible Accounts, and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole Eligible Inventory or in part without penalty or premiumestablishing Availability Reserves. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.”

Term Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (i) Subject to and upon on each Quarterly Payment Date, starting with the terms and conditions of this AgreementQuarterly Payment Date occurring on December 31, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in 2023, an aggregate original principal amount not equal to exceed $2,000,000 the sum (each a “Tranche A without duplication) of (x) 0.25% of the aggregate principal amount of the Initial Term Loan” Loans incurred and collectively the “Tranche A Term Loans”) at any time from outstanding on the Closing Date through (such amount being the Availability End “Existing Quarterly Amortization Amount”) and (y) an amount equal to (A) the aggregate principal amount of the Incremental Term Loans incurred and outstanding on the Take Private Effective Date multiplied by (B) a fraction the numerator of which is the Existing Quarterly Amortization Amount and the denominator of which is the aggregate principal amount of the Initial Term Loans outstanding immediately prior to the Take Private Effective Date and (IIii) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, on the “Tranche B Term Loans” and together with Maturity Date for the Tranche A Initial Term Loans, each the aggregate principal amount of all Initial Term Loans outstanding on such date; provided that payments required by Section 2.05(a)(i) above shall be reduced as a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds result of the Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from application of prepayments in accordance with the date order of each Term Loan at the rate specified priority set forth in Section 2.3(a2.03(b), and prior to . In the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and event any other amounts due under this Agreement shall be immediately due and payable. Incremental Term Loans, once repaidRefinancing Term Loans or Extended Term Loans are made, may not be reborrowed. Borrower may prepay any such Incremental Term Loan in whole Loans, Refinancing Term Loans or in part without penalty or premium. (iii) When Borrower desires to obtain a Extended Term Loan (other than the initial Term Loan)Loans, Borrower shall notify Bank (which notice as applicable, shall be irrevocable) repaid by facsimile transmission to be received no later than 3:30 p.m. Eastern time the Borrowers in the amounts and on the Business Day prior to dates set forth in the date Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on which the Term Loan is to be madeapplicable Maturity Date thereof. Such notice For the avoidance of doubt, the full amount of the Loans (without taking into account any netting of the OID Amount occurring on the Closing Date or the Take Private Effective Date, as applicable) shall be substantially repaid in the form of Exhibit C. The notice shall be signed by an Authorized Officeraccordance with this Section 2.05 and Section 2.03.”

Term Loans. (ia) Subject On the Closing Date, and subject to and upon the terms and conditions of set forth in this AgreementAgreement and the other Loan Documents, (I) Borrower may request and Bank each InitialOriginal Term Loan Lender severally agrees to make one or more a single term loans loan in U.S. Dollars to the Borrower in an aggregate original a principal amount not equal to exceed $2,000,000 (each a “Tranche A the InitialOriginal Term Loan” and collectively Loan Commitment of such Lender. Amounts borrowed under this Section 2.17(a) are referred to as the “Tranche A InitialOriginal Term Loans”.” The InitialOriginal Term Loans may be, from time to time, Base Rate Loans or Eurodollar Loans or a combination thereof. (b) at In addition to any time from other payments or prepayments required herein, the Closing Date through Borrower shall repay to the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an Term Loan Administrative Agent, for the ratable benefit of the Term Loan Lenders, the aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Term Loans outstanding in consecutive quarterly installments on the last day of each quarter beginning with the quarter ending March 31, 2018 in an amount equal to $1,962,500 (provided, however, if such payment date is not a Business Day, such payment shall be used for general working capital purposes and for capital expendituresdue on the preceding Business Day), unless accelerated sooner pursuant to Section 8.02. (iia) Interest shall accrue from On the date of each Term Loan at the rate specified in Section 2.3(a)Amendment No. 3 Effective Date, and prior subject to the Availability End Date shall be payable monthly in arrears beginning terms and conditions and relying on the 20th day of representations and warranties set forth herein and in Amendment No. 3, as applicable, (x) the month next following New Lender agrees to make Initial Term Loans to the such Term Loan, and continuing Borrower on the same day Amendment No. 3 Effective Date in an aggregate principal amount of each month thereafter. Any $71,979,155.67, which amount is equal to the aggregate principal amount of all outstanding Original Term Loans that are outstanding not converted into Initial Term Loans on the Availability End Amendment No. 3 Effective Date shall be payable pursuant to the “Cashless Settlement Option” in equal monthly installments of principalAmendment No. 3, plus all accrued interest(y) each Cashless Consenting Lender agrees, beginning on the Amortization Start Date terms and continuing on conditions set forth in Amendment No. 3, to have the same day entire outstanding amount of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the its Original Term Loans (or such lower amount as notified and any other amounts due under this Agreement shall be immediately due and payableallocated to such Cashless Consenting Lender by the Amendment No. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day 3 Lead Arranger prior to the date Amendment No. 3 Effective Date) converted into an equivalent principal amount of Initial Term Loans effective as of the Amendment No. 3 Effective Date and (z) each non-converting Consenting Lender agrees, on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.the

Term Loans. All Term Loans stipulated by the applicable Borrower(s) in the Offer Document. The Purchase Offer The Purchaser may offer to purchase from Lenders for cash, at any time prior to December 31, 2009, any and all of the Term Loans that are specified by the applicable Borrower(s) in the Offer Document (i) Subject each, as set forth herein, a “Purchase Offer”). The Purchaser may make a Purchase Offer to and upon purchase Term Loans denominated in any one currency without making a Purchase Offer to purchase Term Loans denominated in any other currency. In the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an event that the aggregate original principal amount not of Term Loans for which validly tendered Sale Offers (defined below) have been received is equal to exceed $2,000,000 or less than the relevant Maximum Offer Amount, the Purchaser will purchase all Term Loans validly tendered (without proration) at the respective applicable Bid Price (defined below) for each tendering Lender (each a “Tranche A Term LoanParticipating Lender” and collectively the “Tranche A Term LoansParticipating Lenders”) at any time from ). In the Closing Date through event that the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B of Term Loan” and collectivelyLoans for which validly tendered Sale Offers have been received exceeds the relevant Maximum Offer Amount, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds of the Purchaser will purchase all Term Loans shall be used for general working capital purposes tendered (i) below the Threshold Price, without proration at the applicable Bid Price and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate Threshold Price, on a pro rata basis up to the Maximum Offer Amount at the Threshold Price. Maximum Offer Amount The maximum offer amount (the “Maximum Offer Amount”) with respect to any Purchase Offer shall be (a) in the case of Purchase Offers contained in the initial Offer Document, the aggregate amount specified in Section 2.3(a), and prior the Offer Document as the amount of cash that the Purchaser is willing to the Availability End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the such Term Loan, and continuing on the same day of each month thereafter. Any spend to purchase Term Loans denominated in any single currency and (b) in the case of Purchase Offers contained in subsequent Offer Documents, the aggregate stated principal amount of Term Loans denominated in any single currency that are outstanding on the Availability End Date Purchaser is willing to purchase for cash, as specified in such Offer Document. Buy Back Cap No more than $100,000,000 in aggregate stated principal amount of Term Loans may be purchased by the Purchasers in total pursuant to all Purchase Offers. Threshold Price The Purchaser shall be payable conduct its Purchase Offers for Term Loans through a Modified Dutch Auction pursuant to which each Participating Lender shall select the price, within a price range specified by the applicable Borrower(s) in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity DateOffer Document, at which time all amounts due such Participating Lender is willing to sell its Term Loans. The Purchaser will not have any obligation to purchase any Term Loans outside of the range specified by the applicable Borrower(s) in connection the Offer Document nor will any such Sale Offers (as defined below) tendered outside such range be considered in any calculation of the Threshold Price or satisfaction of the Maximum Offer Amount. The Administrative Agent, in consultation with the Purchaser, will select the lowest purchase price for each Purchase Offer of Term Loans denominated in a single currency (the “Threshold Price”), that will allow the Purchaser to purchase the Maximum Offer Amount for such Term Loans. Setting the Bid Price Each Participating Lender must indicate in its (i) sale offer (“Sale Offer”) and (ii) Buyback Assignment Agreement the price (the “Bid Price”) (in multiples of $5, £5 or €5 per $1,000, £1,000, or €1,000, as applicable, stated principal amount) at which such Lender wishes to offer Term Loans denominated in a single currency for sale to the Purchaser. No Participating Lender is required to tender all of its Term Loans denominated in a single currency at a single price; each Participating Lender may tender different portions of its Term Loans denominated in a single currency at different prices; provided that to the extent a Participating Lender tenders different portions of its Term Loans at different prices as provided above, each such tender will constitute a separate Sale Offer, which will not be contingent on any other amounts due under this Agreement shall be immediately due and payableSale Offers by such Participating Lender; provided, further, no Participating Lender may offer to sell Term Loans denominated in a single currency in an amount that exceeds the aggregate principal amount of Term Loans held by such Participating Lender. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern Expiration Time 1:00 P.M. New York time on the Business Day prior to date stipulated by the date on which the Term Loan is to be made. Such notice shall be substantially Borrower in the form Offer Document when each applicable Purchase Offer will expire, as such Expiration Time may be extended pursuant to Section 9.1(a)(ii)(H) of Exhibit C. The notice shall be signed by an Authorized Officerthe Credit Agreement.

Term Loans. (i) Subject The Borrower shall repay to and upon the terms and conditions of this Agreement, (I) Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche A Term Loan” and collectively Administrative Agent for the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”) at any time from the date Borrower achieves the Tranche B Milestones through the Availability End Date. The proceeds ratable account of the Term B-1 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2022, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-1 Loans outstanding on the Amendment No. 1 Effective Date (as such repayment amount shall be used reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-1 Loans, the scheduled amortization with respect to the Term B-1 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-1 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-1 Loans) and (ii) on the Maturity Date for general working capital purposes and the Term B-1 Loans, the aggregate principal amount of all Term B-1 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for capital expendituresthe addition of any New Term Loans that are Term B-1 Loans. (ii) Interest The Borrower shall accrue from repay to the date Administrative Agent for the ratable account of the Term B-2 Lenders (i) on the last Business Day of each Term Loan March, June, September and December, commencing with the last Business Day of June 2024, an aggregate amount equal to $2,392,264 (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the rate specified in Section 2.3(a), and prior time of any effectiveness of any Extension Amendment with respect to the Availability End Date Term B-2 Loans, the scheduled amortization with respect to the Term B-2 Loans set forth above shall be payable monthly in arrears beginning reduced ratably to reflect the percentage of Term B-2 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-2 Loans) and (ii) on the 20th day Maturity Date for the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans outstanding on such date; provided that the month next following repayments under this clause may be adjusted to account for the such Term Loan, and continuing on the same day addition of each month thereafter. Any any New Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term B-2 Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), The Borrower shall notify Bank repay to the Administrative Agent for the ratable account of the Term B-3 Lenders (which notice i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2023, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-3 Loans outstanding on the Term B-3 Incremental Amendment Effective Date (as such repayment amount shall be irrevocablereduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-3 Loans, the scheduled amortization with respect to the Term B-3 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-3 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-3 Loans) by facsimile transmission to be received no later than 3:30 p.m. Eastern time and (ii) on the Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-3 Loans. (iv) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-4 Lenders (i) on the last Business Day prior of each March, June, September and December, commencing with the last Business Day of March 2025, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-4 Loans outstanding on the Amendment No. 5 Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the date on which Term B-4 Loans, the scheduled amortization with respect to the Term Loan is to be made. Such notice B-4 Loans set forth above shall be substantially in reduced ratably to reflect the form percentage of Exhibit C. Term B-4 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-4 Loans) and (ii) on the Maturity Date for the Term B-4 Loans, the aggregate principal amount of all Term B-4 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-4 Loans. (v) The notice Borrower shall repay to the Administrative Agent for the ratable account of the Term B-5 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of December 2025, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-5 Loans outstanding on the Amendment No. 6 Effective Date (as such repayment amount shall be signed reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-5 Loans, the scheduled amortization with respect to the Term B-5 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-5 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by an Authorized Officera given Lender with outstanding Term B-5 Loans) and (ii) on the Maturity Date for the Term B-5 Loans, the aggregate principal amount of all Term B-5 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-5 Loans.

Term Loans. (ia) Subject to and upon the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Loan Parties contained herein, (I) Borrower may request the Lenders, on the Closing Date and Bank agrees prior to make the First Amendment Closing Date, made one or more term loans to Borrower (collectively, the “Initial Term Loans”) in an aggregate original principal amount not of One Hundred Million Dollars ($100,000,000), less the Original Issue Discount and Agent Fee. (b) Subject to exceed the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Loan Parties contained herein, the Lenders agree to make an initial additional loan (the “Initial Second Term Loan”) on the within one (1) Business Day following the First Amendment Closing Date in an amount of seventy five million Thirteen Million Dollars ($2,000,000 75,000,000), 13,000,000), less the Original Issue Discount and Agent Fee. (c) The Lenders agree, from time to time, subject in each case to the financial covenants set forth in Section 7 and the conditions set forth in Section 3.2 (each a such loan, an “Tranche A Additional Term Loan” and collectively the “Tranche A Term Loans”) at any time from the Closing Date through the Availability End Date and (II) Borrower may request and Bank agrees to make one or more additional term loans to Borrower in an aggregate original principal amount not to exceed $2,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Initial Term LoansLoan and any Incremental Increases in accordance with Section 2.3(c), each each, a “Term Loan” and collectively, the “Term Loans”) at any time from solely during the Draw Period to make further Loans to Borrower up to an amount equal to the then unfunded portion of the Term Loan Amount. The outstanding principal balance of and all accrued and unpaid interest on the Term Loans shall be due and payable on the earlier of (i) the Maturity Date, (ii) a Change in Control, (iii) upon the sale or transfer of all or substantially all assets of the Collateral Properties and (iv) the date Borrower achieves of the Tranche B Milestones through acceleration of the Availability End DateTerm Loans in accordance with the terms hereof. The proceeds Any principal amount of the Term Loans that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loans shall be used for general working capital purposes and for capital expendituresconstitute Obligations. solely during the Draw Period, subject in each case to the conditions set forth in Section 3.2 (the “Third Term Loan”) to make further Loans to Borrower up to an amount equal to Twelve Million Dollars ($12,000,000). (d) The Lenders agree, from time to time after January 1, 2023 and solely during the Draw Period, subject in each case to the financial covenants set forth in Section 7 and the conditions set forth in Section 3.2 (each such loan, an “Additional Term Loan” and collectively with the Initial Term Loans, the Second Term Loan and the Third Term Loan, each, a “Term Loan” and collectively, the “Term Loans”) to make further Loans to Borrower up to an amount equal to the then unfunded portion of the Term Loan Amount. The outstanding principal balance of and all accrued and unpaid interest on the Term Loans shall be due and payable on the earlier of (i) the Maturity Date, (ii) Interest shall accrue from a Change of Control, excluding, for greater certainty, any Permitted Canopy Transaction, (iii) upon the sale or transfer of all or substantially all assets of the Collateral Properties and (iv) the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date shall be payable monthly in arrears beginning on the 20th day acceleration of the month next following Term Loans in accordance with the such Term Loan, and continuing on the same day of each month thereafterterms hereof. Any principal amount of the Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, is repaid or prepaid may not be reborrowed. Borrower may prepay any Term Loan All principal of, interest on, and other amounts payable in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan (other than the initial Term Loan), Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which respect of the Term Loan is to be made. Such notice Loans shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officerconstitute Obligations.