Common use of Conditions to Effectiveness of this Agreement Clause in Contracts

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) This Agreement The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance reasonably satisfactory to the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each ofAdministrative Agent and its legal counsel: (i) execution executed counterparts of this Agreement Agreement, the Guaranty, the Fee Letter and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL AgentsEngagement Letter; (ii) execution executed counterparts of the Supplemental Indentures Joinder to Intercreditor Agreement, the Joinder to Collateral Agency Agreement and delivery the Perfection Certificate, together with: (A) copies of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, in each case as of a recent date made with respect to the Loan Parties in such offices and the states (or other jurisdictions) of formation of such Persons or in which the chief executive officer of each such Person is located, in each case as indicated on such Perfection Certificate, together with copies of the same financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Agents Administrative Agent that the Liens indicated in any such financing statement (or similar document) are in respect of a Permitted Lien or have been or will be contemporaneously released or terminated; (B) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and the Forbearing LendersUnited States Copyright Office (to the extent indicated in the Perfection Certificate); and (C) evidence reasonably satisfactory to the Administrative Agent that the Security Agreement, the Intercreditor Agreement and the Collateral Agency Agreement shall each be in full force and effect, that the Borrower has taken all actions required by it under the Security Agreement, the Intercreditor Agreement and the Collateral Agency Agreement for the Loan Obligations to constitute “Secured Obligations” under and as defined in the Security Agreement, “Additional Noteholder Lien Debt Obligations” under and as defined in the Intercreditor Agreement, and such Notes Amendments “Additional Senior Secured Debt” under and as defined in the Collateral Agency Agreement and that the Collateral Agent on behalf of the Senior Credit Parties will have taken effect a perfected security interest in accordance with their termsthe Collateral of the type and priority described in each Collateral Document and no additional actions or filings are required on the Effective Date; (iii) (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its organization, and a certificate as to the ABL North America Credit good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of the Secretary or Assistant Secretary (or a director in lieu thereof) of each Loan Party, dated the Effective Date and certifying (i) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on the Effective Date, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents (the “ABL Amendments”)to which such Person is a party and, in the form executed case of the Borrower, the borrowings hereunder, and delivered that such resolutions have not been modified, rescinded or amended and are in full force and effect, (iii) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the date hereof, reflecting, among other things, the additional incurrence certificate of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement incorporation or organization furnished pursuant to be provided by the ABL Lenders on the Forbearance Effective Date clause (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”)A) above, and forbearances (iv) as to the incumbency and consents specimen signature of each Responsible Officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the lenders under incumbency and specimen signature of the ABL North America Credit Documents Secretary, Assistant Secretary or director of such Loan Party executing the certificate pursuant to clause (collectively, the “ABL Lenders”B) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith;above. (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit D; (v) a Solvency Certificate attesting to the Solvency of the Borrower and Restated Non-Employee Director Compensation Policy its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the Target Transactions as if the Target Transactions were consummated on the Effective Date, from the chief financial officer of the Borrower; provided that any representation or warranty made in respect of the Solvency of the Target Group is approved qualified by and made subject to the board actual knowledge and belief of directors the chief financial officer (which shall not include the knowledge or belief of Holdingsany member of the Target Group or its management); (vi) evidence that all insurance required (including, without limitation, flood insurance policies) to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and additional insured under each such insurance policy; (vii) a certificate of a Responsible Officer of the Borrower certifying that (A) no Default or Event of Default as of the Effective Date has occurred and is continuing, and (B) the representations and warranties contained in Article V are true and correct in all material respects on and as of the Effective Date as if made on and as of such date; provided, however, that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on such date; (viii) a certificate of a Responsible Officer of the Borrower certifying that the Loan Obligations constitute “Additional Parity Debt” under, and as defined in, the Senior Secured Notes Indenture; and (xxiiiix) a certificate signed by a duly authorized officer of Borrower confirming that the ▇▇▇▇▇▇▇ Incentive AgreementBorrower has $8,600,000 of unrestricted cash available that is sufficient, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇together with the proceeds of Initial Loans, is approved by for the board of directors of International Holdings. For purposes of determining compliance with funding the conditions specified in this section 8completion of the Target Acquisition. (b) The Administrative Agent shall have reviewed, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to and be satisfied with, each document the final structure, terms and conditions and the documentation relating to the Target Acquisition, being the Press Release or other matter required hereunder to be consented toOffer Press Release (as applicable), approved by, (it being understood that the Arrangers are satisfied with the drafts of the Press Release or acceptable or satisfactory to a Forbearing Lender unless Offer Press Release (as applicable) and the disclosure schedules and exhibits received by the Arrangers on the date hereof). (c) The Administrative Agent shall have received notice from such Forbearing Lender at least 3 Business Days prior to the proposed Forbearance Effective Date specifying its objection all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been reasonably requested at least 10 Business Days in advance of the Effective Date. (d) Completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance and, to the extent any Mortgaged Property subject to the Flood Insurance Laws is identified as being located in a special flood hazard area, a duly executed by the Borrower and each Loan Party relating thereto).

Conditions to Effectiveness of this Agreement. The Closing Date shall not occur, and no party hereto will be obligated to take, fulfill or perform any action hereunder, until each of the following conditions have been satisfied, in the sole discretion of the Administrative Agent: (a) This Each Basic Document (other than the Blocked Account Control Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”any Hedging Agreements) upon satisfaction or waiver of each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been duly executed by by, and delivered to, the parties thereto, delivered to the Parties hereto, hereto and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge thereto and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed complete and, where applicable, executed versions of all other documents, instruments, agreements and legal opinions specified in the Schedule of Documents, each in form and substance satisfactory to the Agents Administrative Agent. (b) The Administrative Agent shall have received (i) satisfactory evidence that the Borrower, Lendbuzz and Lendbuzz Floorplan have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the Lenders other Basic Documents to which each is a party and dated the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Borrower, Lendbuzz and Lendbuzz Floorplan, in form and substance satisfactory to the Administrative Agent, affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against Lendbuzz, Lendbuzz Floorplan, or the Borrower for a breach of Lendbuzz’s, Lendbuzz Floorplan’s, or the Borrower’s representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Lendbuzz, and Lendbuzz Floorplan shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s Certificate to the Administrative Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Forbearance Effective Closing Date. (e) No Event of ▇▇Default or Unmatured Event of Default shall have occurred. (f) No Servicer Termination Event or Unmatured Servicer Termination Event shall have occurred. (g) The Administrative Agent shall have received satisfactory results of background checks on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified ▇ in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or form and substance satisfactory to a Forbearing Lender unless the Administrative Agent. (h) At least five (5) days prior to the date of this Agreement, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent shall have received notice from such Forbearing or any Lender under or in respect of applicable “know your customer” and anti-money laundering Legal Requirements including the PATRIOT Act and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower that has been requested at least ten (10) Business Days prior to the proposed Forbearance Effective Date specifying its objection theretodate of this Agreement.

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver in a manner reasonably satisfactory to the Administrative Agent of each ofof the following conditions: (a) the Administrative Agent shall have (i) execution signed this Agreement, (ii) received counterparts of this Agreement and the First Amendment executed by the TL Agents, the Forbearing Lenders, and the Debt Credit Parties and delivery (iii) notified the parties hereto that it has received counterparts of this Agreement executed by the same to the TL AgentsRequisite Lenders; (iib) execution the Administrative Agent shall have received (i) a copy of a fully executed agreement effecting, with necessary conforming changes, the Supplemental Indentures terms and delivery provisions of the same this Agreement with respect to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Second Lien Indebtedness Documents (the “ABL AmendmentsCorresponding Second Lien Agreement”), ) in the form attached hereto as Exhibit D, (ii) a fully executed copy of each of the Investment Agreements (and each of such Investment Agreements shall have been executed and delivered on by each of the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured respective parties thereto and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, shall have become effective in accordance with their its terms), and have been delivered to (iii) a certificate of an Authorized Officer of the Parties hereto; (viiCompany substantially in the form attached hereto as Exhibit E-1, dated as of the Forbearance Effective Date, confirming satisfaction of the conditions precedent set forth in Sections 5(d), 5(e), 5(f) International Holdings becomes a co-Administrative Borrower under and 5(g) and in Sections 5(d), 5(e) and 5(f) of the Credit Corresponding Second Lien Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxic) the Administrative Agent shall have received a customary written opinion fully executed original of the Consent and Reaffirmation to Intercreditor Agreement executed by the Second Lien Collateral Agent, the Collateral Agent, the Company and the other Credit Parties (addressed the “Intercreditor Reaffirmation”) in the form attached hereto as Exhibit F; (d) the Company shall have paid all fees then due and payable to the Agents and Administrative Agent pursuant to the Lenders and dated as Credit Documents and, to the extent invoiced by the Administrative Agent not less than two (2) Business Days prior to the Forbearance Effective Date) , shall have reimbursed the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in connection with this Agreement, including, without limitation, the preparation, negotiation and execution of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as this Agreement (including reasonable attorney’s fees of counsel to the Debt PartiesAdministrative Agent) and all actual costs and expenses of the consultants or financial advisors employed or retained by the Administrative Agent, on behalf of the Lenders, in form connection with the restructuring of the Loans and substance reasonably satisfactory to the Lenders (or their counsel)negotiation of this Agreement; (xxiie) the Company shall have paid (and the Company hereby covenants and agrees to pay) to the Administrative Agent in immediately available Dollars, for the benefit of each Term Lender that certain ▇▇▇▇▇▇▇ has delivered an executed signature page to this Agreement on or prior to the date hereof (each a “Signing Term Lender”), a fee in an amount equal to one-half of one percent (0.50%) of the outstanding principal balance of the Term Loans held by such Signing Term Lender as of the Forbearance Effective Date, which fee shall be non-refundable for any reason and Restated Nonfully earned and payable as of the date hereof; (f) the Company shall have paid (and the Company hereby covenants and agrees to pay) to the Administrative Agent in immediately available Dollars, for the benefit of each Revolving Lender that has delivered an executed signature page to this Agreement on or prior to the date hereof (each a “Signing Revolving Lender”), a fee in an amount equal to one-Employee Director Compensation Policy is approved by half of one percent (0.50%) of such Lender’s Revolving Commitment as in effect as of the board Forbearance Effective Date, which fee shall be non-refundable for any reason and fully earned and payable as of directors of Holdingsthe date hereof; and (xxiiig) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by accuracy of the board of directors of International Holdings. For purposes of determining compliance with the conditions specified representations and warranties contained in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoSection 7 hereof.

Conditions to Effectiveness of this Agreement. (a) This Agreement Agreement, and the First Amendment shall obligation of each New Lender to make its respective New TLB Commitment and to fund its New TLB Loans hereunder, will become effective on the date (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver on which each of each ofthe following conditions is satisfied: (ia) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; The Administrative Agent (iior its counsel) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence a counterpart or other marketing materials; (xiv) payment by the Administrative Borrower written evidence satisfactory to the Administrative Agent for (which may include electronic delivery of a signed signature page) that such party has signed a counterpart of this Agreement from the benefit US Borrower, the Administrative Agent and each New Lender. (b) On the Effective Date and immediately after giving effect thereto, no Default or Event of each Forbearing Lender in the manner Default shall exist or result therefrom. (c) The representations and amount warranties set forth in clause Section 15 hereof shall be true and correct in all material respects (a) without duplication of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts any materiality standard set forth in clause (b) of Schedule 5 hereto;such representation or warranty). (xvid) The US Borrower fully ratifies and affirms that the Liens as granted under the Collateral Documents securing payment of the US Obligations are in all required board respects continuing and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received forin full force and effect and secure the payment of the US Obligations, and the transactions contemplated under US Borrower ratifies and by, this Agreement, including affirms all Initial Transactions, have been fully authorized;Security Documents to which it is a party and agrees that all collateral granted thereunder secures all US Obligations. (xviie) the Company has provided All security interests and liens granted pursuant to the Forbearing Lenders: Loan Documents secure and shall continue to secure the payment and performance of all of the Obligations pursuant to the Loan Documents, whether now existing or hereafter arising. (1f) The Administrative Agent, the most recent Monthly Reporting; (2) a Budget for New Lenders and the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; Joint Lead Arrangers shall have received all fees and (5) a Rolling 13-Week Cash Flow Forecast for the week other amounts due and payable on or prior to the date Effective Date, including, and to the extent invoiced, reimbursement or payment of this Agreement;all reasonable out of pocket expenses required to be reimbursed or paid by the US Borrower hereunder. (xviiig) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the The Administrative Agent shall have received a customary certificate of the US Borrower, dated the Effective Date, as to (i) the adoption of resolutions of the Board of Directors (or other similar governing body) of the US Borrower authorizing (A) the execution, delivery and performance of this Agreement and (B) the borrowings contemplated hereunder, (ii) the incumbency and true signature of the officers of the US Borrower executing this Agreement issued hereunder and (iii) the certificate of incorporation and by-laws, which certificate shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel and executed by the secretary or any assistant secretary or a legal representative of the US Borrower. (h) The Administrative Agent shall have received a favorable written opinion (addressed to the Agents Administrative Agent and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxiii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, is approved by New York counsel for the board US Borrower, and (ii) internal counsel of directors of International Holdings. For purposes of determining compliance with the conditions specified US Borrower, in this section 8each case, each Forbearing Lender that has signed covering such matters relating to the US Borrower or this Agreement as the Administrative Agent shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the reasonably request. (i) The Administrative Agent shall have received notice a customary certificate from the chief financial officer or treasurer of the US Borrower certifying that the US Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions contemplated to occur on the Effective Date, are solvent (within the meaning of Section 5.18 of the Credit Agreement). (j) To the extent the US Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the US Borrower shall deliver to each New Lender that so requests (which request is made through the Administrative Agent), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the US Borrower; provided that the Administrative Agent has provided the US Borrower a list of each such Forbearing New Lender and its electronic delivery requirements at least three Business Days prior to the proposed Forbearance Effective Date specifying its objection theretoDate.

Conditions to Effectiveness of this Agreement. The Closing Date shall not occur and no party hereto will be obligated to take, fulfill or perform any action hereunder, until each of the following conditions have been satisfied, in the sole discretion of the Administrative Agent: (a) This Agreement Each Basic Document (other than any Hedging Agreements and the First Amendment Blocked Account Control Agreement) shall become effective have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received complete and, where applicable, executed versions of all other documents, instruments, agreements and legal opinions specified in the Schedule of Documents, each in form and substance satisfactory to the Administrative Agent. (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”b) upon satisfaction or waiver of each of: The Administrative Agent shall have received (i) execution satisfactory evidence that the Borrower, Lendbuzz and Lendbuzz Funding have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, other Basic Documents to which each is a party and the Debt Parties and delivery consummation of the same to the TL Agents; transactions contemplated hereby or thereby or (ii) execution an Officer’s Certificate from each of the Supplemental Indentures Borrower, Lendbuzz and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity DocumentsLendbuzz Funding, in form and substance reasonably acceptable satisfactory to the Forbearing LendersAdministrative Agent, have become effective affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in accordance with their termsno way limit the recourse of the Administrative Agent or any Secured Party against Lendbuzz, Lendbuzz Funding, or the Borrower for a breach of Lendbuzz’s, Lendbuzz Funding’s, or the Borrower’s representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Lendbuzz, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, Lendbuzz Funding shall each be in compliance in all material respects with all Applicable Laws and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower an Officer’s Certificate to the Administrative Agent for the benefit of each Forbearing Lender in the manner as to this and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”);other closing matters. (xvd) payment The Borrower shall have paid all fees required to be paid by it on the parties and in the amounts set forth in clause (b) of Schedule 5 hereto;Closing Date. (xvie) all required board and other governance approvals (any such approval No Event of Default or consent not to be unreasonably withheld, conditioned, or delayed) Unmatured Event of Default shall have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized;occurred. (xviif) the Company has provided to the Forbearing Lenders: No Servicer Termination Event or Unmatured Servicer Termination Event shall have occurred. (1g) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and At least five (5) a Rolling 13-Week Cash Flow Forecast for the week days prior to the date of this Agreement; (xviii) , all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering Legal Requirements including the PATRIOT Act and, if Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 qualifies as a “legal entity customer” under the Credit Agreement and remain due immediately Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower that has been requested at least ten (10) Business Days prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates date of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit this Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. The Closing Date shall not occur and no party hereto will be obligated to take, fulfill or perform any action hereunder, until each of the following conditions have been satisfied, in the sole discretion of the Administrative Agent: (a) This Agreement and the First Amendment shall become effective Each Basic Document (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of: (i) execution of this Agreement and the First Amendment by the TL Agentsother than any Hedging Agreements, the Forbearing LendersBackup Servicing Agreement, and the Debt Parties and delivery of the same to the TL Agents; (iiBlocked Account Control Agreement) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been duly executed by by, and delivered to, the parties thereto, delivered to the Parties hereto, hereto and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge thereto and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed complete and, where applicable, executed versions of all other documents, instruments, agreements and legal opinions specified in the Schedule of Documents, each in form and substance satisfactory to the Agents Administrative Agent. (b) The Administrative Agent shall have received (i) satisfactory evidence that the Borrower, Lendbuzz, Lendbuzz Funding, and the Lenders Account Bank have obtained all required consents and dated as the Forbearance Effective Date) approvals of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLCall Persons, as counsel including all requisite Governmental Authorities, to the Debt Partiesexecution, delivery and performance of this Agreement and the other Basic Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Borrower, Lendbuzz, Lendbuzz Funding, and the Account Bank, in form and substance reasonably satisfactory to the Lenders (Administrative Agent, affirming that no such consents or their counsel); (xxii) approvals are required; it being understood that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board acceptance of directors such evidence or Officer’s Certificate shall in no way limit the recourse of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent or any Secured Party against Lendbuzz, Lendbuzz Funding, or the Borrower for a breach of Lendbuzz’s, Lendbuzz Funding’s, or the Borrower’s representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Lendbuzz, and Lendbuzz Funding shall each be in compliance in all material respects with all Applicable Laws and shall have received notice from such Forbearing Lender prior delivered an Officer’s Certificate to the proposed Forbearance Effective Date specifying its objection theretoAdministrative Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date. (e) No Event of Default or Unmatured Event of Default shall have occurred. (f) No Servicer Termination Event or Unmatured Servicer Termination Event shall have occurred.

Conditions to Effectiveness of this Agreement. As a condition to the Lender’s agreement to make the Additional Advance, Borrower shall deliver, or cause to be delivered, to Lender the following: (a) This Agreement Payment of the remaining unpaid portion of the Commitment Fee in the amount of $400,000; (b) payment of Lender’s expenses in connection herewith, including without limitation, Lender’s reasonable legal fees; (c) an opinion letter(s) from counsel to the Borrower Parties as to due authorization, execution and enforceability of this Agreement, the Amended and Restated Promissory Note, the First Amendment shall become effective to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing and Assignment of Leases and Rents, the Reaffirmation of Guaranty, the First Amendment to Deed of Lease, the Guaranty of Lease and/or the Assignment of Leases and Rents (Master Lease – Equinix Operating Co., Inc.) in form and content reasonably acceptable to Lender; and (d) originals of the date Loan Document Amendments duly executed by the respective Borrower Parties; (e) updated officer’s certificates, current good standing/qualification certificates, and authorizing resolutions for Borrower, Carveout Guarantor and Borrower Representative; (f) copies of Uniform Commercial Code financing statement, judgment, tax lien, bankruptcy and litigation search reports of such effectiveness being referred jurisdictions and offices as Lender may reasonably designate with respect to herein Borrower, Carveout Guarantor, Borrower Representative and such other Persons as Lender may reasonably require; (g) appropriate endorsements to the “Forbearance Effective Date”Title Policy as Lender may reasonably require; (h) upon satisfaction or waiver a copy of each of:the written consent of the Working Capital Lenders to the Additional Loan Advance and the transactions contemplated hereby; (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect other documents or instruments as Lender may reasonably require in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance connection herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiiij) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board no Event of directors of International Holdings. For purposes of determining compliance Default or any event which with the conditions specified giving of notice or the passage of time shall result in this section 8, each Forbearing Lender that has signed this Agreement an Event of Default shall exist. The Commitment Fee shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless considered fully earned upon the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoexecution of this Agreement.

Conditions to Effectiveness of this Agreement. The Closing Date shall not occur and no party hereto will be obligated to take, fulfill or perform any action hereunder, until each of the following conditions have been satisfied, in the sole discretion of the Administrative Agent: (a) This Agreement Each Basic Document (other than any Hedging Agreements) shall have been duly executed by, and delivered to, the parties hereto and thereto and the First Amendment Administrative Agent shall become effective have received complete and, where applicable, executed versions of all other documents, instruments, agreements and legal opinions specified in the Schedule of Documents, each in form and substance satisfactory to the Administrative Agent. (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”b) upon satisfaction or waiver of each of: The Administrative Agent shall have received (i) execution satisfactory evidence that the Borrower, Lendbuzz and Lendbuzz Funding have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, other Basic Documents to which each is a party and the Debt Parties and delivery consummation of the same to the TL Agents; transactions contemplated hereby or thereby or (ii) execution an Officer’s Certificate from each of the Supplemental Indentures Borrower, Lendbuzz and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity DocumentsLendbuzz Funding, in form and substance reasonably acceptable satisfactory to the Forbearing LendersAdministrative Agent, have become effective affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in accordance with their termsno way limit the recourse of the Administrative Agent or any Secured Party against Lendbuzz, Lendbuzz Funding, or the Borrower for a breach of Lendbuzz’s, Lendbuzz Funding’s, or the Borrower’s representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower shall provide satisfactory evidence that the Borrower has established the Collection Account, the Cash Reserve Account, the Hedge Reserve Account, the Hedge Counterparty Collateral Account and the Remittance Account. (d) The Borrower, the Lendbuzz, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, Lendbuzz Funding shall each be in compliance in all material respects with all Applicable Laws and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower an Officer’s Certificate to the Administrative Agent for the benefit of each Forbearing Lender in the manner as to this and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”);other closing matters. (xve) payment The Borrower shall have paid all fees required to be paid by it on the parties and in the amounts set forth in clause (b) of Schedule 5 hereto;Closing Date. (xvif) all required board and other governance approvals (any such approval No Event of Default or consent not to be unreasonably withheld, conditioned, or delayed) Unmatured Event of Default shall have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized;occurred. (xviig) the Company has provided to the Forbearing Lenders: No Servicer Termination Event or Unmatured Servicer Termination Event shall have occurred. (1h) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and At least five (5) a Rolling 13-Week Cash Flow Forecast for the week days prior to the date of this Agreement; (xviii) , all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering Legal Requirements including the PATRIOT Act and, if Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 qualifies as a “legal entity customer” under the Credit Agreement and remain due immediately Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower that has been requested at least ten (10) Business Days prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates date of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit this Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. (a) This The effectiveness of this Agreement and is subject to the First Amendment shall become effective satisfaction or waiver of each of the following conditions (the date of on which such effectiveness being referred to herein as conditions are satisfied or waived, the “Forbearance Effective Date”) upon satisfaction or waiver of each ofas determined by the Administrative Agent in its sole discretion: (ia) execution the Administrative Agent shall have received a counterpart of this Agreement Agreement, executed and the First Amendment delivered by the TL AgentsBorrower, RRI, the Forbearing LendersAdministrative Agent, and the Debt Parties and delivery of the same to the TL AgentsConsenting Lenders; (iib) execution the Borrower shall have paid all the fees, expenses and disbursements of the Supplemental Indentures White & Case LLP, ▇▇▇▇▇▇▇▇▇ LLP, RPA Advisors, LLC, and delivery of the same any other Lender Financial Advisor for which invoices (subject to redaction to protect privileges or other confidential communications) have been submitted to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their termsBorrower; (iiic) amendments to the ABL North America Credit Documents (the “ABL Amendments”)representations and warranties contained in this Agreement are and will be true, correct and complete in the form executed all material respects on and delivered on the date hereof, reflecting, among other things, the additional incurrence as of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; (d) the Administrative Agent shall have received an initial weekly budget (the “Supplemental FinancingInitial Weekly Budget”)) for the 13-week consecutive period commencing with the week ending on May 8, 2020, which shall be approved by the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”)Administrative Agent in its sole discretion, and forbearances and consents the delivery of which shall be a representation by the lenders under Borrower that such Initial Weekly Budget has been prepared based on upon good faith estimates and assumptions that the ABL North America Credit Documents (collectively, Borrower believes are reasonable as of the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewithForbearance Effective Date; (ive) the Intercreditor Agreements Administrative Agent shall have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documentsreceived a certificate of a Responsible Officer, in form and substance reasonably acceptable satisfactory to the Forbearing LendersAdministrative Agent, have become setting forth as of the Forbearance Effective Date, a true and complete list of all Swap Agreements of each Loan Party, the material terms thereof (including the type, term, effective in accordance with their termsdate, termination date and notional amounts or volumes), any new credit support agreements relating thereto (other than Security Instruments) and any margin required or supplied under any credit support document, and have been delivered the counterparty to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release each such agreement attached hereto as Exhibit J (the “Mutual Lender ReleaseExisting Swap Agreements”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xif) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, Borrower shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower paid to the Administrative Agent for the benefit of each Forbearing Lender the Lenders a prepayment of the Loans in an aggregate principal amount equal to $20,000,000; (g) the manner Borrower shall deliver to the Administrative Agent a long-term business plan and amount set forth in clause (a) of Schedule 5 hereto coinciding financial model (the “Forbearance FeeLong-Term Business Plan”), which shall include operating forecasts, forecasted balance sheets and forecasted statements of income, and cash flows of the Borrower through the fiscal years ending 2020 and 2021 including a scenario with no drilling or completion capital expenditures; (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxih) the Administrative Agent shall have received an accounts payable aging report and analysis for the calendar months of January, February and March 2020; (i) the Administrative Agent shall have received (i) a customary written opinion (addressed to the Agents capitalization table of RRI and the Lenders Borrower reflecting the current corporate, capital, and dated as ownership structure of such Persons, and (ii) the Forbearance Effective Date) illustrative pro forma capitalization table of RRI and the Borrower prepared for ▇.▇. ▇▇▇▇▇▇ by ▇▇▇▇▇▇▇▇▇ LLC, as counsel to dated May 2020, reflecting potential equitization of the Debt PartiesSecond Lien Obligations, the Borrower Series B Preferred Units and corresponding Series B Redeemable Preferred Stock of RRI, the Borrower Series A Preferred Units and corresponding Series A Preferred Stock and RRI’s obligations in form and substance reasonably satisfactory to respect of the Lenders Tax Receivables Agreement, depending on alternative valuations (or their counselthe “Restructuring Capitalization Table”); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiiij) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing other information regarding the operations, business affairs and financial condition of the Borrower and such other certificates, documents, instruments and agreements as the Administrative Agent or any Lender prior to shall request in connection with the proposed Forbearance Effective Date specifying its objection theretotransactions contemplated by this Agreement, the Credit Agreement and the other Loan Documents.

Conditions to Effectiveness of this Agreement. 5.1. Upon satisfaction in full of each of the following conditions, this Agreement (including, the consents, waivers and amendments contained herein) shall become effective on and as of the Effective Date: (a) This Agreement executed counterparts of this Agreement, duly executed and delivered by PMC, the Company and the First Amendment Noteholders, and the Noteholders shall become effective have received original manually signed counterparts of this Agreement from all parties hereto; (b) the date Merger shall have been consummated in accordance with the terms of the articles of merger in the form attached as Exhibit A to this Agreement, and the Noteholders shall have received certified copies of the articles of merger relating to the Merger as filed with the Secretary of State of Florida and the county clerk of Dallas County, Dallas, Texas; (c) PMC and the Company shall have obtained all governmental and third party consents and/or approvals to the Merger as required under applicable law and under any existing contractual arrangements of PMC and the Company, and the Merger shall have been approved by the requisite number of shareholders of PMC and the Company; (d) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory to the Noteholders and their counsel, and the Noteholders and their counsel shall have received all such counterpart originals or certified or other copies of such effectiveness being referred documents, certificates or instruments relating to herein the Merger or the transactions contemplated by this Agreement as the “Forbearance Effective Date”) upon satisfaction Noteholders or waiver of each of:their counsel may request; (ie) execution the Noteholders shall have received a certificate from the Secretary of the Company, in form and substance satisfactory to the Noteholders and their counsel, certifying as to matters relating to incumbency, due authorization by the Board of Trust Managers and valid existence, and certifying as to and attaching true, correct and complete copies of, the Company's organizational documents, merger documents and Board of Trust Managers resolutions approving the entering into of this Agreement and the First Amendment transactions contemplated hereby and by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL AgentsMerger; (iif) execution of the Supplemental Indentures and delivery of the same Noteholders shall have received a signed opinion from counsel to the Agents Company dated the Effective Date and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments addressed to the ABL North America Credit Documents (the “ABL Amendments”), Noteholders in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of HoldingsB; and (xxiiig) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by representations and warranties of the board of directors of International Holdings. For purposes of determining compliance with the conditions specified Company set forth in this section 8, each Forbearing Lender that has signed this Agreement Section 4 hereof shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless true and correct on and as of the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretodate hereof.

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver the occurrence of each ofthe following conditions: (ia) execution of this Agreement by the Forbearing Lenders constituting the Requisite Lenders and the First Amendment by Requisite Tranche A/Revolving Lenders under the TL AgentsCredit Agreement, the Forbearing Lenders, Credit Parties and the Debt Parties and delivery of the same to the TL AgentsCanadian Subsidiaries; (iib) execution of receipt by the Supplemental Indentures and delivery of the same to the Agents Administrative Agent, ▇▇▇▇▇▇▇▇▇ and the Forbearing LendersLenders who wish to receive such information of a preliminary cash flow forecast covering the 13-week period ending July 5, 2019, in Excel format (the “13-Week Forecast”), which 13-Week Forecast and any amendments thereto shall reflect, for the periods covered thereby, projected weekly disbursements (in line item detail), cash receipts (in line item detail), and such Notes Amendments have taken effect in accordance with their termsending cash for each week covered by the 13-Week Forecast; (iiic) amendments receipt by the Administrative Agent, ▇▇▇▇▇▇▇▇▇ and the Forbearing Lenders who wish to receive such information of (i) the ABL North America Credit Documents annual budget for the Fiscal Year ending December 31, 2019 that was approved by the Board of Directors of the Borrower (the “ABL AmendmentsBudget”), in ) and (ii) the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided associated four year business projections reviewed by the ABL Lenders on Board of Directors of the Forbearance Effective Date (Borrower at the “Supplemental Financing”), time it approved the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewithBudget; (ivd) receipt by the Administrative Agent, ▇▇▇▇▇▇▇▇▇ and the Forbearing Lenders who wish to receive such information of the Borrower’s existing synergies plan relating to its acquisition of MegaPath Holding Corporation and Birch Communications Holdings, reflecting the synergies derived to date and the remaining synergies that Borrower expects to derive from those acquisition transactions; (e) receipt by the Administrative Agent, ▇▇▇▇▇▇▇▇▇ and the Forbearing Lenders who wish to receive such information of the Borrower’s unaudited monthly financials for the months ending January 31, 2019 and February 28, 2019; (f) [reserved]; (g) the Intercreditor Agreements Borrower and each other Credit Party shall have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties heretoForbearing Lenders who wish to receive such information (i) minutes of the Borrower and each other Credit Party authorizing the execution, delivery and performance of its obligations under this Agreement, and have taken effect in accordance with their terms; (vii) [Reserved] (vi) such other documents and instruments as the Holdings Preferred Equity DocumentsForbearing Lenders may reasonably require, all of the foregoing of which shall be in form and substance reasonably acceptable to the Forbearing Lenders; and (h) payment, have become effective by or on behalf of the Borrower, to the Administrative Agent, for the account of each Forbearing Lender, of an upfront fee equal to 200 basis points on the aggregate principal amount of the Loans as of the Forbearance Effective Date or, in the case of the Revolving Lenders, Revolving Commitments in effect immediately prior to giving effect to this Agreement, in each case held by such Forbearing Lender; provided that such fee shall be paid “in kind” to any Forbearing Lender who submits a signature page to this Agreement no later than 5:00 p.m. (Eastern time) on April 16, 2019 by adding the amount of such fee payable with respect to each Class of Loan held by each Forbearing Lender to the amount of the outstanding Loans of such Class of such Lender (it being understood that any such added amounts shall be treated as principal of the Loans and bear interest in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to for all purposes other than for the Forbearance Effective Date; (xix) the Company has provided the Forbearing determination of Requisite Lenders, Requisite Tranche A/Revolving Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) or any other voting provision of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective on the date (the date of such effectiveness being referred to herein as the “Forbearance Amendment No. 1 Effective Date”) upon satisfaction when each of the following conditions shall have been satisfied (or waiver waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of each ofa signed signature page of this Agreement) of this Agreement: (ia) execution the Administrative Agent shall have received from each Credit Party, Lenders constituting the Requisite Lenders and each Incremental Lender a counterpart of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery signed on behalf of the same to the TL Agentssuch party; (iib) execution of the Supplemental Indentures representations and delivery of the same to the Agents warranties set forth in Section 4 hereof shall be true and the Forbearing Lenders, and such Notes Amendments have taken effect correct in accordance with their termsall material respects; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (ivc) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders Agent and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ Incremental Lenders shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers a Funding Notice with diligence or other marketing materials; (xiv) payment by the Administrative Borrower respect to the Administrative Agent for borrowing of Incremental Term Loans on the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Amendment No. 1 Effective Date; (xix) , setting forth the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth information specified in sections 5.01(d)(ii) and 5.03(b) Section 2.1 of the Credit Agreement; (xxd) at the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed time of and immediately after giving effect to the Agents and borrowing of the Lenders and dated as the Forbearance Effective Date) of Amendment ▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Loans, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent, the Incremental Lenders and the Requisite Lenders shall have received payment for all reasonable and documented out-of-pocket costs and expenses required to be paid or reimbursed under Section 10.2 of the Credit Agreement on the Amendment No. 1 Effective Date, for which invoices have been presented at least two Business Days prior to the Amendment No. 1 Effective Date, and the Administrative Agent shall have received payment from the Borrower of a fee in connection with this Agreement as agreed to by the Administrative Agent and the Borrower; (f) the Administrative Agent, the Incremental Lenders and the Requisite Lenders shall have received: (i) a certificate of each Credit Party, dated the Amendment No. 1 Effective Date, executed by an Authorized Officer of such Credit Party, certifying that (x) there have been no amendments, restatements, or other modifications to any certificate of incorporation or bylaws (or comparable organizational documents) (“Organization Document”) of any Credit Party previously delivered to the Administrative Agent on the Closing Date, and each such Organizational Document is in full force and effect on the Amendment No. 1 Effective Date and (y) the specimen signatures of the Authorized Officers of each Credit Party delivered to the Administrative Agent on the Closing Date remain true and correct, and attaching the documents referred to in clause (iii) below; (ii) a certificate of good standing for each Credit Party in its jurisdiction of organization; (iii) copies of resolutions of each Credit Party’s Board of Directors (or similar governing body) authorizing the execution, delivery, and performance of this Agreement and the Amended Credit Agreement (and any agreements relating thereto to which it is a party); (g) the Administrative Agent, the Incremental Lenders and the Requisite Lenders shall have received a legal opinion of ▇▇▇▇▇▇ LLC& ▇▇▇▇▇▇▇ LLP, as counsel to the Debt Credit Parties, in form and substance reasonably satisfactory to the Incremental Lenders (or their counsel)and the Requisite Lenders; (xxiih) that certain ▇▇▇▇▇▇▇ the Administrative Agent, the Incremental Lenders and Restated Non-Employee Director Compensation Policy is approved the Requisite Lenders shall have received a Solvency Certificate substantially in the form of Exhibit F-2 to the Credit Agreement, dated the Amendment No. 1 Effective Date, and signed by the board of directors chief financial officer, chief accounting officer, or other officer with equivalent duties of Holdings; and (xxiiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board each of directors of International Holdings. For purposes of determining compliance with the conditions specified set forth in this section 8Exhibit C to that certain Commitment Letter, each Forbearing Lender that has signed this Agreement shall be deemed to have consented todated as of July 19, approved2021, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless by and between the Administrative Agent Borrower and Stifel Syndicated Credit LLC shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretobeen satisfied or waived.

Conditions to Effectiveness of this Agreement. The amendment and restatement of the Existing Agreement accomplished by this Agreement shall not become effective until the following conditions precedent have been satisfied: (a) This Agreement and Agent shall have received the First Amendment shall become effective (following on or before the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of , each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery dated as of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case or such earlier date as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as shall be acceptable to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity DocumentsAgent, in form and substance reasonably acceptable satisfactory to Agent and (except for the Revolving Notes) in sufficient copies for each Bank. (i) Counterparts of this Agreement duly executed by Borrower, Agent and each of the Banks. (ii) Revolving Notes, duly executed by Borrower, payable to the Forbearing Lendersorder of each Bank. (iii) Copies of the Articles of Incorporation and By-laws of Borrower, together with all amendments thereto, to the extent such Articles or By-laws have become effective in accordance with their termschanged, and or amendments thereto have been added, since such documents were delivered to Agent in connection with the Parties hereto;Existing Agreement. (iv) Copies, certified by the Secretary or an Assistant Secretary of Borrower, of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for Agent) authorizing Borrower to execute, deliver and perform this Agreement and the other Loan Documents executed or to be executed by Borrower and to consummate the transactions contemplated hereby and thereby. (v) An incumbency certificate, certified by the Secretary or an Assistant Secretary of Borrower, which shall identify by name and title and bear the specimen signatures of the officers of Borrower authorized on behalf of Borrower to execute, deliver and perform this Agreement and the other Loan Documents executed or to be executed by Borrower and to consummate the transactions contemplated hereby and thereby. (vi) A duly completed Officer's Certificate. (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement;Such other documents as Agent or its counsel may reasonably request. (viiib) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, The representations and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties warranties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being Borrower contained in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties Article 6 hereof and in the amounts set forth in clause (b) Officer's Certificate are true and correct as of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each ofof the following conditions: (i) execution evidence reasonably satisfactory to the Steering Committee of this Agreement and the First Amendment approval by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery board of directors of the same Restructuring Agreement with respect to the TL AgentsAgreed Restructuring Transaction, subject to negotiation of ourstanding terms and definitive documentation (including the Restructuring Support Agreement); (ii) execution of the Supplemental Indentures and delivery of this Agreement by the same Agent, the Consenting Lenders and the Loan Parties and, in each case, delivered to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their termsAgent; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed payment of all fees and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became expenses due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇, FTI and Moelis pursuant to Section 4(c) hereof and invoiced not later than one Business Day prior to the Forbearance Effective Date; (iv) receipt by each of ▇▇▇▇▇ ▇▇▇▇, is approved by FTI and Moelis of an advance retainer in respect of their fees and expenses payable pursuant to Section 4(c) hereof in an amount equal to USD $250,000 payable to each of FTI and Moelis and USD $500,000 payable to ▇▇▇▇▇ ▇▇▇▇ (the board aggregate amount of directors which retainers payable to all of International Holdings. For purposes them collectively shall not exceed $1,000,000), in cash (each an “Additional Retainer” and, collectively, the “Additional Retainers”); and (v) for each securities account listed on Schedule 7(a) attached hereto (each a “Specified Securities Account” and, collectively, the “Specified Securities Accounts”) the Loan Party maintaining such Specified Security Accounts shall have either: (A) completed all steps sufficient to grant “control” (within the meaning of determining compliance with Article 9 of the conditions specified in this section 8UCC) over the Specified Securities Accounts to the Agent, each Forbearing Lender that has signed this Agreement shall be deemed to have consented including, but not limited to, approved, or accepted, or the execution of securities account control agreements acceptable to the Agent; or (B) caused all amounts held in any Specified Securities Account in excess of $500 to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory transferred to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoSpecified Covered Account.

Conditions to Effectiveness of this Agreement. All Loans outstanding under the Original Credit Agreement on the Restatement Closing Date shall continue in effect. The effectiveness of this Agreement is subject to the satisfaction of the conditions set forth below in this paragraph (ab) This Agreement (as to the items described in clauses (i), (ii) and (iii), in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of:Agent): (i) execution from each of the parties hereto of either (A) a duly executed counterpart of this Agreement and signed by such party or (B) a facsimile transmission of such executed counterpart (with the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same original to be sent to the TL AgentsAdministrative Agent by overnight courier); (ii) execution from the Parent, a duly executed Guaranty in the form of EXHIBIT K and from each of the Supplemental Indentures Service Company Borrowers duly executed Notes in the form of EXHIBITS A-▇, ▇-▇ and delivery A-5 (all Loans made to the Parent shall continue to be evidenced by the Notes of the same Parent executed and delivered pursuant to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their termsOriginal Credit Agreement); (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”)an opinion letter of Pircher, in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇N▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇M▇▇▇▇, is approved counsel for the Parent and the Service Company Borrowers, dated as of the Restatement Closing Date, substantially in the form of EXHIBIT B, but updated to cover this Agreement and the Service Company Borrowers, the Notes of the Service Company Borrowers and the Guaranty executed by the board of directors of International Holdings. For purposes of determining compliance with Parent and covering such additional matters relating to the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless transactions contemplated hereby as the Administrative Agent shall have received notice from such Forbearing Lender prior or any Bank may reasonably request; (iv) a Closing Certificate substantially in the form of EXHIBIT G hereto, but updated to cover this Agreement and the Service Company Borrowers, dated as of the Restatement Closing Date, signed by an Executive Officer of the General Partner and an authorized officer of each of the Service Company Borrowers, to the proposed Forbearance Effective effect that, (A) no Default has occurred and is continuing as of the Restatement Closing Date specifying and (B) the representations and warranties of the Borrowers and each Guarantor contained in Article IV of this Agreement are true on and as of the Restatement Closing Date; (v) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrowers, the partnership or corporate authority for and the validity of this Agreement and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent, including, without limitation, an Officer's Certificate and Agreement substantially in the form of EXHIBIT H hereto, but updated to cover this Agreement and the Service Company Borrowers, from each of the General Partner and the executive officers each of the Service Company Borrowers as of the Restatement Closing Date, signed by an Executive Officer of the General Partner or an authorized officer of the Service Company Borrowers, as applicable, and certified copies of the following respective items for the Borrowers and the General Partner: (A) for the General Partner and the Parent, stating that the Declaration of Trust of the General Partner and Articles of Limited Partnership and Partnership Agreement of the Parent have not been amended since the Original Closing Date, or, if such documents have been amended since the Original Closing Date, a copy of such amendments shall be attached to such Officer's Certificate and Agreement; (b) as to the Service Company Borrowers, its objection theretoCertificate of Formation or Articles of Incorporation and Operating Agreement or bylaws; (C) for all Borrowers, a certificate of the Secretary of State of the State of incorporation or creation as to good standing as a real estate investment trust, limited liability company, partnership or corporation created therein, and (D) for all Borrowers, the action taken by Board of Trustees of the General Partner or the Board of Directors of the Service Company Borrowers authorizing the execution, delivery and performance of this Agreement; and (vi) payment of all fees payable on the Restatement Closing Date to the Administrative Agent and Wachovia Securities, Inc. under the Restatement Agent's Letter Agreement.

Conditions to Effectiveness of this Agreement. (a) This The effectiveness of the agreements set forth in this Agreement and of the First Amendment obligation of each Incremental No. 4 Revolving Lender to provide its Incremental No. 4 Revolving Commitment to be provided by it pursuant to Section 2(a) of this Agreement, shall become effective on the date (the date of such effectiveness being referred to herein as the “Forbearance Incremental Facility Agreement No. 4 Effective Date”) upon satisfaction or waiver of when each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, following conditions shall have been executed by satisfied (or waived, as applicable) and, in connection with the parties theretoforegoing, delivered to the Parties hereto, and have taken effect in accordance with their terms; execution (xiiwhich may include telecopy or electronic transmission of a signed signature page of this Agreement) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; : (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxia) the Administrative Agent shall have received a customary written opinion (addressed from each Loan Party, Lenders constituting the Required Lenders immediately prior to giving effect to the Agents transactions contemplated by Section 3 of this Agreement, and each Incremental No. 4 Revolving Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the representations and warranties set forth in Section 5 hereof shall be true and correct; (c) the Administrative Agent shall have received all documentation and other information about Holdings, the Borrower and the other Loan Parties that shall have been reasonably requested by the Administrative Agent and the Incremental No. 4 Revolving Lenders that are required by regulatory authorities under applicable “know your customer,” anti-money laundering rules and regulations, including without limitation the PATRIOT ACT, including, if the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (d) at the time of and immediately after giving effect to the provision of the Incremental No. 4 Revolving Commitments, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent and the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement on the Incremental Facility Agreement No. 4 Effective Date, for which invoices have been presented at least three Business Days prior to the Incremental Facility Agreement No. 4 Effective Date; and (g) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Facility Agreement No. 4 Effective Date, executed by an Authorized Officer of such Loan Party, substantially in the form of Exhibit J to the Credit Agreement (or in such other form as the Forbearance Administrative Agent may agree in its reasonable discretion), certifying that (a) there have been no amendments, restatements or other modifications to each Organizational Document of each Loan Party previously delivered to the Administrative Agent on the Effective Date, and each such Organizational Document is in full force and effect on the Incremental Facility Agreement No. 4 Effective Date and (b) the signature and incumbency certificates of ▇the Responsible Officers of each Loan Party delivered to the Administrative Agent on the Effective Date remain true and correct, and attaching the documents referred to in clause (iii) below; (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state or other relevant Governmental Authority of the jurisdiction of organization of each Loan Party; (iii) a copy of the resolutions of the Board of Directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Agreement (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the obtaining of the Incremental No. 4 Revolving Commitments contemplated hereunder; (iv) the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain & ▇▇▇▇▇▇▇▇ LLP, counsel to Holdings, the Borrower and Restated Non-Employee Director Compensation Policy is approved by its Subsidiaries; and (v) a certificate of the board Borrower, dated the Incremental Facility Agreement No. 4 Effective Date and substantially in the form of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreementclosing certificate delivered in connection with Amendment No. 3, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining confirming compliance with the conditions specified set forth in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoSections 8(b) and (d).

Conditions to Effectiveness of this Agreement. (a) This The effectiveness of the agreements set forth in this Agreement and the First Amendment shall become effective on the date (the date of such effectiveness being referred to herein as the “Forbearance Restatement Effective Date”) upon satisfaction when each of the following conditions shall have been satisfied (or waiver of each of: (iwaived, as applicable) and, in connection with the foregoing, the execution by the Administrative Agent of this Agreement and the First Amendment by Successor Agency Agreement: (a) the TL AgentsAdministrative Agent (and, in the case of clauses (a)(i) and (a)(iii), the Forbearing LendersPredecessor Agent) shall have received: (i) from each Loan Party, each Refinancing Term Lender, each Class A-1 Revolving Lender and the Debt Parties and delivery Predecessor Agent, a counterpart of the same to the TL Agents; this Agreement signed on behalf of such party; (ii) execution from each Loan Party, a counterpart of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; Fee Letter; (iii) amendments to from the ABL North America Credit Documents Predecessor Agent and each Loan Party, a counterpart of a successor agency appointment and agency transfer agreement (the “ABL AmendmentsSuccessor Agency Agreement”); and (iv) from the Borrower, a Notice of Borrowing with respect to the Refinancing Term Loans setting forth the information specified in Section 2.03 of the (d) the form executed Borrower shall have paid all fees required to be paid in connection with this Agreement (such fees to be payable in immediately available funds or, at the option of the Refinancing Term Lenders, offset against the proceeds of the Refinancing Term Loans); (e) the Administrative Agent and delivered the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Restated Credit Agreement on the date hereofRestatement Effective Date, reflecting, among other things, for which invoices have been presented at least one day prior to the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Restatement Effective Date (or such shorter time as the “Supplemental Financing”Borrower may agree); (e) after giving effect to all of the transactions contemplated hereby (including the incurrence of the Refinancing Term Loans), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured Loan Parties and subordinated ABL North America Obligations their Subsidiaries on a consolidated basis are Solvent; and (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (ivf) the Intercreditor Agreements Administrative Agent shall have received: (i) a certificate of each been amended (eachLoan Party, an “Intercreditor Amendment”) so as to permit or otherwise facilitate dated the Initial TransactionsRestatement Effective Date, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documentsan Authorized Officer of such Loan Party, in form and substance reasonably acceptable satisfactory to the Forbearing LendersAdministrative Agent, have become effective in accordance with their terms(x) certifying (1) that attached thereto are true, correct and have been delivered complete copies of the Organizational Documents of each Loan Party (including all amendments thereto), certified, to the Parties hereto; (vii) International Holdings becomes extent applicable, as of a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry recent date by the applicable Forbearing Lenders secretary of state or other relevant Governmental Authority of the jurisdiction of organization of each Loan Party, (2) as to the names, incumbent offices, signature and business email addresses of the Responsible Officers of each Loan Party authorized to sign and deliver this Agreement and the Ad Hoc Group into other Loan Documents, and (y) attaching the mutual release agreement attached hereto documents referred to in clauses (ii) and (iii) below; (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state or other relevant Governmental Authority of the jurisdiction of organization of each Loan Party; 8 4139-1714-6964 (iii) a copy of the resolutions of the Board of Directors or other governing body, as Exhibit J applicable, of each Loan Party (the “Mutual Lender Release”); or a duly authorized committee thereof) authorizing (x) the execution, delivery by the Debt Parties and performance of any this Agreement and all updated perfection certificates and other security documents required agreements relating hereto to which it is a party, including the performance of its obligations under the Credit Agreement, IndenturesRestated Agreements, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) in the case of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheldthe Borrower, conditioned, or delayed) have been received for, and the transactions borrowing of the Refinancing Term Loans contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reportinghereunder; (2iv) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date customary legal opinion of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC& ▇▇▇▇▇▇▇▇ LLP, as counsel to the Debt Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, the Refinancing Term Lenders and the Class A-1 Revolving Lenders; and (or their counsel); (xxiiv) that certain ▇▇▇▇▇▇▇ a certificate of the Borrower, dated the Restatement Effective Date and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining confirming compliance with the conditions specified set forth in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoSection 10(b) and (e) hereof.

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become be deemed effective (as of the date of such effectiveness being referred to herein as hereof (the “Forbearance Effective Date”) upon satisfaction or waiver of each ofprovided that all the following conditions have been satisfied, as determined in BHC’s sole discretion: (ia) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments BHC shall have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documentsreceived, in form and substance reasonably acceptable satisfactory to the Forbearing LendersBHC, have become effective in accordance with their terms, duly executed counterparts of this Agreement from Borrowers and have been delivered to the Parties heretoDRI; (viib) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, BHC shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Partiesreceived, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) BHC, that certain ▇▇▇▇▇▇▇ Forbearance Agreement is dated as of March 13, 2012 (the “Other Forbearance Agreement”) by and Restated Non-Employee Director Compensation Policy is approved among Borrowers, DRI and BHC with respect to that certain Loan and Security Agreement dated as of June 30, 2008 (as amended, restated, supplemented or otherwise modified to the date hereof and as further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) among Borrowers, DRI and BHC, duly executed and delivered by the board of directors of Holdingsparties thereto and in full force and effect; and (xxiiic) BHC shall have received (i) the ▇▇▇▇▇▇▇ Incentive Agreement$50,000 forbearance fee required to be paid pursuant to Section 8(a) above and (ii) a deposit of $60,000 to be applied by BHC to all out-of-pocket costs and expenses, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇including counsel and other professional fees and disbursements, is approved by the board of directors of International Holdings. For purposes of determining compliance incurred in connection with the conditions specified Debt Documents (it being acknowledged that BHC shall apply the amount described in this section 8clause (ii) of Section 9(c) above toward such deposit and Borrowers shall pay the balance thereof to BHC); provided that, each Forbearing Lender in the event Borrowers commence a proceeding under Title 11 of the U.S. Code on or before March 31, 2012, the amount of such deposit that has signed exceeds the out-of-pocket costs and expenses, including counsel and other professional fees and disbursements, incurred in connection with the Debt Documents up to and including the date such proceeding is commenced shall be credited against any expense deposit required in connection with DIP Financing offered by BHC in connection with such proceeding; and (d) the representations and warranties made or deemed made by Borrowers under this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretotrue and correct.

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver the occurrence of each ofthe following conditions: (ia) execution of this Agreement by the Forbearing Lenders constituting the Requisite Lenders and the First Amendment by Requisite Tranche A/Revolving Lenders under the TL AgentsCredit Agreement, the Forbearing Lenders, Credit Parties and the Debt Parties and delivery of the same to the TL AgentsCanadian Subsidiaries; (iib) execution of receipt by the Supplemental Indentures and delivery of the same to the Agents Administrative Agent, G▇▇▇▇▇▇▇▇ and the Forbearing LendersLenders who wish to receive such information of a preliminary cash flow forecast covering the 13-week period ending July 5, 2019, in Excel format (the “13-Week Forecast”), which 13-Week Forecast and any amendments thereto shall reflect, for the periods covered thereby, projected weekly disbursements (in line item detail), cash receipts (in line item detail), and such Notes Amendments have taken effect in accordance with their termsending cash for each week covered by the 13-Week Forecast; (iiic) amendments receipt by the Administrative Agent, G▇▇▇▇▇▇▇▇ and the Forbearing Lenders who wish to receive such information of (i) the ABL North America Credit Documents annual budget for the Fiscal Year ending December 31, 2019 that was approved by the Board of Directors of the Borrower (the “ABL AmendmentsBudget”), in ) and (ii) the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided associated four year business projections reviewed by the ABL Lenders on Board of Directors of the Forbearance Effective Date (Borrower at the “Supplemental Financing”), time it approved the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewithBudget; (ivd) receipt by the Administrative Agent, G▇▇▇▇▇▇▇▇ and the Forbearing Lenders who wish to receive such information of the Borrower’s existing synergies plan relating to its acquisition of MegaPath Holding Corporation and Birch Communications Holdings, reflecting the synergies derived to date and the remaining synergies that Borrower expects to derive from those acquisition transactions; (e) receipt by the Administrative Agent, G▇▇▇▇▇▇▇▇ and the Forbearing Lenders who wish to receive such information of the Borrower’s unaudited monthly financials for the months ending January 31, 2019 and February 28, 2019; (f) [reserved]; (g) the Intercreditor Agreements Borrower and each other Credit Party shall have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties heretoForbearing Lenders who wish to receive such information (i) minutes of the Borrower and each other Credit Party authorizing the execution, delivery and performance of its obligations under this Agreement, and have taken effect in accordance with their terms; (vii) [Reserved] (vi) such other documents and instruments as the Holdings Preferred Equity DocumentsForbearing Lenders may reasonably require, all of the foregoing of which shall be in form and substance reasonably acceptable to the Forbearing Lenders; and (h) payment, have become effective by or on behalf of the Borrower, to the Administrative Agent, for the account of each Forbearing Lender, of an upfront fee equal to 200 basis points on the aggregate principal amount of the Loans as of the Forbearance Effective Date or, in the case of the Revolving Lenders, Revolving Commitments in effect immediately prior to giving effect to this Agreement, in each case held by such Forbearing Lender; provided that such fee shall be paid “in kind” to any Forbearing Lender who submits a signature page to this Agreement no later than 5:00 p.m. (Eastern time) on April 16, 2019 by adding the amount of such fee payable with respect to each Class of Loan held by each Forbearing Lender to the amount of the outstanding Loans of such Class of such Lender (it being understood that any such added amounts shall be treated as principal of the Loans and bear interest in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to for all purposes other than for the Forbearance Effective Date; (xix) the Company has provided the Forbearing determination of Requisite Lenders, Requisite Tranche A/Revolving Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) or any other voting provision of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective (on the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) Date upon satisfaction or waiver of each ofof the following conditions: (ia) execution of this The Pledge Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xiib) Seller shall have received a consent (in form and substance reasonably satisfactory to Buyer) of the other Initial Transactions, each being on terms reasonably acceptable Lenders under the Mafco Credit Agreement consenting to the Forbearing transactions contemplated hereby and by the Pledge Agreement and shall have delivered a true and correct copy thereof to Buyer, and such consent shall be in full force and effect as of the Effective Date (it being understood that the existence of conditions precedent to the Lenders' consent to Seller entering into and consummating the transactions contemplated hereby and by the Pledge Agreement as set forth in Section 2 of the Lender Consent shall not be deemed to give rise to any failure by Seller to meet the condition precedent set forth in this paragraph (b)); (c) Seller shall have delivered to Buyer an agreement (in form and substance reasonably satisfactory to Buyer), dated as of a date on or prior to the Effective Date, of Citibank, as agent under the Mafco Credit Agreement and collateral agent under the Seller Pledge Agreement, Seller and Buyer to the effect that, upon receipt of the Purchase Price for each Tranche pursuant to Section 2.01(a) and the satisfaction of other applicable conditions precedent set forth in Sections 2 and 3 of the Lender Consent, Citibank shall promptly (i) release a number of shares of Common Stock equal to the Base Amount for such Tranche from the security interest granted under the Seller Pledge Agreement, (ii) deliver the certificate or certificates representing such shares to the Collateral Agent, and (iii) execute and deliver such other documents as Buyer may reasonably request to evidence the release of such shares from the security interest granted under the Seller Pledge Agreement and the satisfaction of the conditions precedent set forth in Section 3 of the Consent; and (d) Buyer shall have received an opinion (in form and substance satisfactory to Buyer and its counsel), dated as of the date hereof, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for Seller, to the effect set forth i▇ ▇▇▇▇▇ A. (e) Seller shall have delivered to Buyer a signed, true and complete copy of an amended notice on Form 144 relating to the transactions contemplated hereunder, as of the date of the Pre-pricing Acknowledgment, naming Seller as seller and J.P. Morgan Securities Inc. and Credit Suisse First Boston Corpor▇▇▇▇▇ ▇▇ ▇▇okers, and containing a footnote next to the amount in column 3(c) of Form 144 to the following effect: "Pursuant to a secured pre-paid variable share forward contract," three copies of which shall have been effectuated; (xiii) Highbridge mailed to the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and one copy of wh▇▇▇ ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLClater than on the Effective Date, as counsel all in the manner contemplated by Rule 144(h). Alternatively, Seller shall have delivered to the Debt Parties, in form and substance reasonably satisfactory Buyer sufficient signed copies of such amended Form 144 to the Lenders be filed by Buyer (or their counsel); (xxiiits affiliate) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreementas set forth above, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoexecution and delivery of the Pre-pricing Acknowledgment.

Conditions to Effectiveness of this Agreement. (a) This The effectiveness of the agreements set forth in this Agreement and of the First Amendment obligation of each 2020 Incremental Revolving Lender to provide its 2020 Incremental Revolving Commitment to be provided by it pursuant to Section 2(a) of this Agreement, shall become effective on the date (the date of such effectiveness being referred to herein as the “Forbearance Incremental Facility Agreement No. 2 Effective Date”) upon satisfaction when each of the following conditions shall have been satisfied (or waiver waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of each ofa signed signature page of this Agreement) by the Administrative Agent of this Agreement: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received from each Loan Party and each 2020 Incremental Revolving Lender either (i) a customary counterpart of this Agreement signed on behalf of such party or (ii) written opinion (addressed evidence satisfactory to the Agents Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the representations and warranties set forth in Section 5 hereof shall be true and correct; (c) the Administrative Agent shall have received all documentation and other information about Holdings, the Borrower and the other Loan Parties that shall have been reasonably requested by the Administrative Agent and the 2020 Incremental Revolving Lenders that are required by United States regulatory authorities under applicable “know your customer,” anti-money laundering rules and regulations, including without limitation the PATRIOT ACT, including, if the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (d) at the time of and immediately after giving effect to the provision of the 2020 Incremental Revolving Commitments, no Default or Event of Default shall have occurred and be continuing; (e) the Borrower shall have paid upfront fees to the 2020 Incremental Revolving Lenders in an amount equal to 1.00% of the aggregate principal amount of the 2020 Incremental Revolving Commitments provided by each such Lender on the Incremental Facility Agreement No. 2 Effective Date (such fees described in the foregoing section to be payable in immediately available funds); (f) the Administrative Agent and the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement on the Incremental Facility Agreement No. 2 Effective Date, for which invoices have been presented at least three Business Days prior to the Incremental Facility Agreement No. 2 Effective Date; and (g) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Facility Agreement No. 2 Effective Date, executed by an Authorized Officer of such Loan Party, substantially in the form of Exhibit J to the Credit Agreement (or in such other form as the Forbearance Administrative Agent may agree in its reasonable discretion), certifying that (a) there have been no amendments, restatements or other modifications to each Organizational Document of each Loan Party previously delivered to the Administrative Agent on the Effective Date, and each such Organizational Document is in full force and effect on the Incremental Facility Agreement No. 2 Effective Date and (b) the signature and incumbency certificates of ▇the Responsible Officers of each Loan Party delivered to the Administrative Agent on the Effective Date remain true and correct, and attaching the documents referred to in clause (iii) below; (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state or other relevant Governmental Authority of the jurisdiction of organization of each Loan Party; (iii) a copy of the resolutions of the Board of Directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Agreement (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the obtaining of the 2020 Incremental Revolving Commitments contemplated hereunder; (iv) the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain & ▇▇▇▇▇▇▇▇ LLP, counsel to Holdings, the Borrower and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdingsits Subsidiaries; and (xxiiiv) a certificate of the ▇▇▇▇▇▇▇ Incentive AgreementBorrower, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇dated the Incremental Facility Agreement No. 2 Effective Date and substantially in the form of the closing certificate delivered in connection with Amendment No. 1, is approved by the board of directors of International Holdings. For purposes of determining confirming compliance with the conditions specified set forth in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoSections 8(b) and (d).

Conditions to Effectiveness of this Agreement. (a) This The effectiveness of this Agreement shall be subject to, and the First Amendment shall become effective (occur upon the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Amendment Effective Date (the “Supplemental FinancingDate”), the conversion satisfaction of certain Holdings Preferred Equity Interests into an amount each of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as conditions precedent set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith;below. (iva) No Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date. (b) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (or in the case of such representations and warranties that are not qualified as to materiality, true and correct in all material respects) on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct (or in the case of such representations and warranties that are not qualified as to materiality, true and correct in all material respects) on and as of such earlier date). (c) The Collateral and Guarantee Requirement shall have been satisfied and the Collateral Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Financial Officer on behalf of the Borrower, together with all attachments contemplated thereby, including (A) the Intercreditor Agreements have results of a search of the Uniform Commercial Code (or equivalent) lien filings made with respect to the Loan Parties in the jurisdiction of organization of each been amended such Loan Party and copies of the financing statements (each, an “Intercreditor Amendment”or similar documents) so as disclosed by such search and evidence reasonably satisfactory to permit the Collateral Agent that the Liens indicated by such financing statements (or otherwise facilitate the Initial Transactions, and such amendments similar documents) are permitted by Section 6.02 or have been executed by the parties thereto, delivered released or appropriate arrangements reasonably acceptable to the Parties hereto, Administrative Agent have been made therefor and (B) the results of a search of the records of the National Vessel Documentation Center of The U.S. Coast Guard for each Vessel owned by any Loan Party together with evidence reasonably satisfactory to the Collateral Agent that the Liens indicated by such records are permitted by Section 6.02 or have taken effect in accordance with their terms;been released or appropriate arrangements reasonably acceptable to the Administrative Agent have been made therefor. (vd) [Reserved] The Administrative Agent shall have received (vii) opinions and certificates dated the Holdings Preferred Equity DocumentsAmendment Effective Date, in form and substance reasonably acceptable substantially similar to those delivered pursuant to Sections 4.01(b) and (c) and (ii) a certificate of a Financial Officer to the Forbearing Lenders, have become effective in accordance with their terms, and effect that neither the H-Lines Finance Discount Notes nor the High Yield Notes have been delivered to amended, modified, supplemented or otherwise changed since the Parties hereto;original issuance thereof. (viie) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any All of the Company’s other Material Indebtedness; (xi) reasonable fees and expenses of special counsel for the other Initial Transaction Documents, each being Agents in form and substance reasonably acceptable to the Forbearing Lenders, connection with this Agreement shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect paid in accordance with their terms;full. (xiif) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; The Administrative Agent (xiiior its counsel) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or other marketing materials; (xivii) payment by the Administrative Borrower written evidence satisfactory to the Administrative Agent for the benefit (which may include telecopy or other electronic transmission of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date signed signature page of this Agreement;) that such party has signed a counterpart of this Agreement. (xviiig) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the The Administrative Agent shall have received a customary written opinion (addressed updated schedules to this Agreement, which schedules, to the Agents and extent modified from the Lenders and dated as schedules delivered on the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance shall be reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoAgent.

Conditions to Effectiveness of this Agreement. (a) This The effectiveness of the agreements set forth in this Agreement and (i) of the First obligation of each Submitting Revolving Lender to provide its Class B Revolving Commitments to be provided by it pursuant to Section 2 of this Agreement and (ii) of the obligation of each Amendment No. 5 Term Lender to provide its 2021 Incremental Term Loans, shall become effective on the date (the date of such effectiveness being referred to herein as the “Forbearance Amendment No. 5 Effective Date”) upon satisfaction or waiver of when each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, following conditions shall have been executed by satisfied (or waived, as applicable) and, in connection with the parties theretoforegoing, delivered to the Parties hereto, and have taken effect in accordance with their terms; execution (xiiwhich may include telecopy or electronic transmission of a signed signature page of this Agreement) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; : (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxia) the Administrative Agent shall have received a customary written opinion from (addressed x) each Loan Party and (y) each Amendment No. 5 Term Lender and each Submitting Revolving Lender (which Lenders shall collectively constitute the Required Lenders immediately after giving effect to the Agents and the Lenders and dated as the Forbearance Effective DateRefinancing) either (i) a counterpart of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Lenders Administrative Agent (which may include telecopy or their counsel); (xxiielectronic transmission of a signed signature page of this Agreement) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board such party has signed a counterpart of directors of Holdingsthis Agreement; and (xxiiib) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified representations and warranties set forth in this section 8, each Forbearing Lender that has signed this Agreement Section 5 hereof shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless true and correct; (c) the Administrative Agent shall have received notice from such Forbearing Lender prior all documentation and other information about Holdings, the Borrower and the other Loan Parties that shall have been reasonably requested by the Administrative Agent and the Amendment No. 5 Term Lenders that are required by regulatory authorities under applicable “know your customer,” anti-money laundering rules and regulations, including without limitation the PATRIOT ACT, including, if the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the proposed Forbearance Effective Date specifying its objection thereto.Borrower; (d) at the time of and immediately after giving effect to the provision of the 2021 Incremental Term Loans and the exchange and reclassification of the Revolving Loans, no Default or Event of Default shall have occurred and be continuing;

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become be effective (as of the date first above written when, and only when, on or before September 3, 2009, all of the following conditions precedent have been fulfilled (or otherwise waived by the Required Lenders in writing) in a manner reasonably satisfactory to the Required Lenders (and delivery by any Lender of a signature page to this agreement shall constitute conclusive evidence of such effectiveness being referred to herein as Lender’s satisfaction with such fulfillment) (the “Forbearance Effective Date”); provided that clauses (a), (b) upon satisfaction or waiver and (c) of each ofSection 3 shall become effective as provided therein: (ia) execution the Agent shall have received counterparts of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered Loan Parties and the Required Lenders (or advice reasonably satisfactory to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and Agent shall have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry received by the applicable Forbearing Agent that the Required Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”have executed this Agreement); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Dateeffectiveness of this Agreement, no Default (other than a Specified Default) shall have occurred and be continuing; (xixc) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to certificate from a Responsible Officer of the Agents and the Lenders and Specified U.S. Borrower, dated as of the date of the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, certifying as counsel to the Debt matters set forth in Section 5(a) hereof; (d) the Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the authorization of the transactions under this Agreement and any other legal matters relating to the Loan Parties, this Agreement or the transactions contemplated hereunder, all in form and substance reasonably satisfactory to the Lenders (or their Agent and its counsel); (xxiie) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board Agent shall have received satisfactory opinions of directors counsel to the Loan Parties to confirm enforceability of Holdingsthis Agreement; and (xxiiif) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior payment of all invoiced accrued and outstanding reasonable out-of-pocket costs and expenses of the Agent in connection with the preparation, execution, delivery, and administration of this Agreement and the Loan Documents, including, without limitation, the reasonable out-of-pocket fees and expenses of counsel to the proposed Forbearance Effective Date specifying its objection theretoAgent.

Conditions to Effectiveness of this Agreement. The Related Closing Date shall not occur for the applicable Related Loan and no party hereto will be obligated to take, fulfill or perform any action hereunder as it relates to the Related Loan or the Related Receivables, until each of the following conditions have been satisfied, in the sole discretion of the Administrative Agent: (a) This Agreement Each Basic Document (other than any Hedging Agreements and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”Blocked Account Control Agreement) upon satisfaction or waiver of each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been duly executed by by, and delivered to, the parties thereto, delivered to the Parties hereto, hereto and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge thereto and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed complete and, where applicable, executed versions of all other documents, instruments, agreements and legal opinions specified in the Schedule of Documents, each in form and substance satisfactory to the Agents Administrative Agent. (b) The Administrative Agent shall have received (i) satisfactory evidence that the Borrower, Lendbuzz, Lendbuzz Funding, and the Lenders Account Bank have obtained all required consents and dated as the Forbearance Effective Date) approvals of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLCall Persons, as counsel including all requisite Governmental Authorities, to the Debt Partiesexecution, delivery and performance of this Agreement and the other Basic Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Borrower, Lendbuzz, Lendbuzz Funding, and the Account Bank, in form and substance reasonably satisfactory to the Lenders (Administrative Agent, affirming that no such consents or their counsel); (xxii) approvals are required; it being understood that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board acceptance of directors such evidence or Officer’s Certificate shall in no way limit the recourse of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent or any Secured Party against Lendbuzz, Lendbuzz Funding, or the Borrower for a breach of Lendbuzz’s, Lendbuzz Funding’s, or the Borrower’s representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Lendbuzz, and Lendbuzz Funding shall each be in compliance in all material respects with all Applicable Laws and shall have received notice from such Forbearing Lender prior delivered an Officer’s Certificate to the proposed Forbearance Effective Date specifying its objection theretoAdministrative Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Related Closing Date. (e) No Event of Default or Unmatured Event of Default shall have occurred. (f) No Servicer Termination Event or Unmatured Servicer Termination Event shall have occurred.

Conditions to Effectiveness of this Agreement. (a) This Agreement and shall be effective upon the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each ofthe following conditions precedent: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the instructions of all Lenders): (i) a customary written opinion duly executed copy of this Agreement; (ii) a duly executed copy of the Sinosure Credit Agreement; (iii) approval by Sinosure of the Sinosure Credit Agreement; (iv) a duly executed copy of the Parent Guaranty; (v) a duly executed copy of the Support Agreement; (vi) a copy of the following legal opinions, which legal opinions shall be dated as of the Restatement Closing Date and addressed to each Financing Party: (x) the Agents legal opinion of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, New York counsel to the Administrative Agent and the Lenders Lenders, as to matters of enforceability of this Agreement and dated the Parent Guaranty under New York law; (y) the legal opinion of Machado, Meyer, Sendacz e Opice, Brazilian counsel to the Administrative Agent and the Lenders, as to matters of due incorporation, due authorization of the Forbearance Effective Dateexecution, delivery, and performance of this Agreement with respect to the Borrower and each Guarantor and security matters; and (z) the legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, Luxembourg, as counsel to matters of due incorporation, due authorization of the Debt Partiesexecution, delivery, and performance of the Parent Guaranty; (vii) in form and substance reasonably satisfactory to respect of the Lenders Borrower, the most recently available Certificate of Good Tax Standing issued by the Federal Revenue Service (or their counsel“Certidão Negativa de Débitos relativos aos Tributos Federais e à Dívida Ativa da União”); (xxiiviii) an Officer’s Certificate of the Borrower, dated as of the Restatement Closing Date, certifying (x) that certain ▇▇▇▇▇▇▇ attached thereto is a true and Restated Noncomplete copy of the Charter Documents of the Borrower, (y) that attached thereto is a true and complete copy of the resolutions duly adopted by the shareholders (or other equivalent body) of the Borrower duly filed with São Paulo’s Board of Commerce (Junta Comercial do Estado de São Paulo): (A) approving the transactions contemplated by this Agreement, the Receivables Assignment Agreement and the Additional Fiduciary Assignments; (B) authorizing the execution, delivery and performance of this Agreement, the Receivables Assignment Agreement and the Additional Fiduciary Assignments; and (C) authorizing a named person or persons to execute this Agreement, the Receivables Assignment Agreement and the Additional Fiduciary Assignments and any documents to be delivered by the Borrower under such documents and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Agreement, the Receivables Assignment Agreement and the Additional Fiduciary Assignments, provided that if such persons are not appointed officers of the Borrower, the Borrower shall execute powers-Employee Director Compensation Policy of-attorney authorizing and naming such persons to practice such acts, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) as to the name, incumbency and specimen signature of each officer of the Borrower executing the Financing Documents to which the Borrower is approved intended to be a party and each other document delivered by the Borrower from time to in connection therewith; (ix) an Officer’s Certificate of each Guarantor, dated as of the Restatement Closing Date, certifying (x) that attached thereto is a true and complete copy of the Charter Documents of such Guarantor, (y) that attached thereto is a true and complete copy of the resolutions duly adopted by the shareholders or board of directors (or other equivalent body) of such Guarantor duly filed with the relevant Board of Commerce (Junta Comercial): (A) approving the transactions contemplated by this Agreement; (B) authorizing the execution, delivery and performance of this Agreement; and (C) authorizing a named person or persons to execute this Agreement and any documents to be delivered by the Guarantor under this Agreement and dispatch all documents and notices to be signed and/or dispatched by the Guarantor under or in connection with this Agreement, provided that if such persons are not appointed officers of a Guarantor, such Guarantor shall execute powers-of-attorney authorizing and naming such persons to practice such acts, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) as to the name, incumbency and specimen signature of each officer of such Guarantor executing the Financing Documents to which such Guarantor is intended to be a party and each other document delivered by such Guarantor from time to in connection therewith; (x) an Officer’s Certificate of the Parent, dated as of the Restatement Closing Date, certifying (x) that attached thereto is a true and complete copy of the Charter Documents of the Parent, (y) that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of the Parent: (A) approving the transactions contemplated by the Parent Guaranty and the Support Agreement; (B) authorizing the execution, delivery and performance of the Parent Guaranty and the Support Agreement; and (C) authorizing a named person or persons to execute the Parent Guaranty and the Support Agreement and any documents to be delivered by the Parent in connection with the Parent Guaranty or the Support Agreement and dispatch all documents and notices to be signed and/or dispatched by the Parent under or in connection with the Parent Guaranty or the Support Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) as to the name, incumbency and specimen signature of each officer of the Parent executing the Financing Documents to which the Parent is intended to be a party and each other document delivered by the Parent from time to in connection therewith; (xi) the Receivables Assignment Agreement and Additional Fiduciary Assignments shall have been (x) duly executed by each party thereto, (y) registered with the Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) of the City of São Paulo and, if applicable, Brasilia and (z) duly created and perfected to provide the first ranking priority Lien intended to be provided therein; (xii) (A) a duly executed copy of (x) Amendment No. 5 to the BdB Credit Agreement and (y) Amendment No. 5 to the Caixa Credit Agreement, each in full force and effect and (B) a duly executed copy of (x) Amendment No. 6 to the BdB Credit Agreement and (y) Amendment No. 6 to the Caixa Credit Agreement, the effectiveness of each subject to Sinosure’s approval of the amendment and restatement of the Sinosure Credit Agreement; (xiii) evidence that all payments due and payable to CT Corporation System by each Obligor have been duly paid or discharged; (xiv) a duly executed letter from RK Partners confirming the reasonableness of the Borrower’s Business Plan previously delivered to the Administrative Agent; (xv) evidence of AINMT’s investment of US$50,000,000 into Parent, such as bank account statements and share certificates held by AINMT; (xvi) evidence of NII Holdings’ direct or indirect equity contributions of US$70,000,000 into the Borrower since January 1, 2017, such as bank account statements, wire transfer receipts, share certificates, and share registers; (xvii) evidence of NII Holdings’ direct or indirect equity contributions of US$169,666,667 into Parent as of July 3, 2017, such as bank account statements, wire transfer receipts, share certificates, and share registers; (xviii) a copy of an independent valuation report dated as of December 31, 2016 setting forth the valuation of substantially all the Borrower’s fixed assets pledged pursuant to the Additional Fiduciary Assignment; and (xxiiixix) evidence that an application has been made to the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory Central Bank to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by amend the board of directors of International Holdings. For purposes of determining compliance existing ROF with the conditions specified creation of a new ROF and a new Schedule of Payments reflecting the aggregate Loans outstanding as of the Restatement Closing Date, and the relevant fees, expenses and commissions expressly referred to in this section 8the Financing Documents. (b) On or before the Restatement Closing Date, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent and the Lenders shall have received notice from such Forbearing Lender prior all fees required to be paid, including the proposed Forbearance Effective Date specifying its objection theretofees set forth in the Fee Letter, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) at least two Business Days before the Restatement Closing Date.

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on the first Business Day on which each of the following conditions is satisfied (the “Amendment No. 2 Effective Date”): (a) This Agreement and the First Amendment The Administrative Agent (or its counsel) shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of: have received (i) execution from each Revolving Lender (including each 2021-1 New Revolving Loan Lender), (ii) from the Administrative Agent, (iii) from each Letter of Credit Issuer and (iv) from the Borrower, a counterpart of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery signed on behalf of the same to the TL Agentssuch party; (iib) execution The Administrative Agent (or its counsel) shall have received as of the Supplemental Indentures and delivery of Amendment No. 2 Effective Date, the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”)executed legal opinion, in the form executed and delivered on the date hereofcustomary form, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); from (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and K▇▇▇▇▇▇▇ & E▇▇▇▇ shall have received access LLP, as special New York counsel to any the Borrower and all datarooms used by (y) Loyens & Loeff N.V. as special Dutch counsel to the Company and/or its Related Parties in Administrative Agent. The Borrower and the Sale Process Administrative Agent hereby instruct such counsel to provide prospective buyers with diligence or other marketing materialsdeliver such legal opinions; (xivc) payment by the Administrative The Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause shall have paid (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxiA) the Administrative Agent shall have received a customary written opinion all reasonable costs and expenses (addressed to including, without limitation the Agents reasonable and the Lenders documented fees, charges and dated as the Forbearance Effective Datedisbursements of (a) of ▇▇▇C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLCllp, as counsel for the Agents and (b) if reasonably necessary, of a single firm of local counsel in each relevant material jurisdiction (which can be a single local counsel acting in multiple jurisdictions)) of the Administrative Agent for which invoices have been presented at least three (3) Business Days prior to the Debt PartiesAmendment No. 2 Effective Date and (B) all fees required to be paid on the Amendment No. 2 Effective Date for which invoices have been presented at least three (3) Business Days prior to the Amendment No. 2 Effective Date; (d) The Administrative Agent shall have received (A) a certificate of the Borrower, dated the Amendment No. 2 Effective Date, substantially in the form of Exhibit L to the Credit Agreement, with appropriate insertions, and attaching the documents referred to in the following clause (B) or, to the extent applicable, confirming the continued effectiveness and no amendments or other modifications to such documents since the Amendment No. 1 Effective Date and (B) (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by Administrative Agent, of the board of directors or other managers of Holdings; andthe Borrower (or a duly authorized committee thereof) authorizing (I) the execution, delivery and performance of this Agreement (and any agreements relating thereto) to which it is a party and (II) the extensions of credit contemplated hereunder, (y) the deed of incorporation and articles of association or other comparable organizational documents of the Borrower, as applicable, to the extent amended or otherwise modified since the Amendment No. 1 Effective Date and (z) signature and incumbency certificates of the Authorized Officers of the Borrower executing the Credit Documents to which it is a party; (xxiiie) At the ▇▇▇▇▇▇▇ Incentive time of and immediately after giving effect to this Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved no Event of Default shall have occurred and be continuing; (f) The representations and warranties made by the board of directors of International Holdings. For purposes of determining compliance Borrower, before and after giving effect to this Agreement, contained in Section 8 hereof and in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects with the conditions specified same effect as though such representations and warranties had been made on and as of the Amendment No. 2 Effective Date, except where such representations and warranties expressly related to an earlier date, in this section 8, each Forbearing Lender that has signed this Agreement which case such representations and warranties shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the been true and correct in all material respects as of such earlier date. (g) The Administrative Agent shall have received notice from such Forbearing Lender (at least three (3) Business Days prior to the proposed Forbearance Amendment No. 2 Effective Date) all documentation and other information about Holdings and Borrower as has been reasonably requested in writing at least ten (10) Business Days prior to the Amendment No. 2 Effective Date specifying its objection theretoby the Administrative Agent or the Amendment No. 2 Arrangers that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. (h) The Administrative Agent shall have received a certificate dated as of the Amendment No. 2 Effective Date and signed by an Authorized Officer of the Borrower, certifying that the 2021-1 New Revolving Credit Commitments do not exceed the Maximum Incremental Facilities Amount; and (i) The substantially contemporaneous consummation of the IPO Transaction.

Conditions to Effectiveness of this Agreement. The amendment and restatement of the Existing Agreement accomplished by this Agreement shall not become effective until the following conditions precedent have been satisfied: (a) This Agreement and Agent shall have received the First Amendment shall become effective (following on or before the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of , each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery dated as of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case or such earlier date as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as shall be acceptable to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity DocumentsAgent, in form and substance reasonably acceptable satisfactory to Agent and (except for the Revolving Notes) in sufficient copies for each Bank. (i) Counterparts of this Agreement duly executed by Borrower, Agent and each of the Banks. (ii) Revolving Notes, duly executed by Borrower, one payable to the Forbearing Lendersorder of each Bank. (iii) a Continuing Guaranty in the form attached hereto as Exhibit "E", executed by each Active Subsidiary and Agent. (iv) Copies of the Articles of Incorporation and By-laws of Borrower, together with all amendments thereto, to the extent such Articles or By-laws have become effective in accordance with their termschanged, and or amendments thereto have been added, since such documents were delivered to Agent in connection with the Parties hereto;Existing Agreement. (v) Copies, certified by the Secretary or an Assistant Secretary of Borrower, of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for Agent) authorizing Borrower to execute, deliver and perform this Agreement and the other Loan Documents executed or to be executed by Borrower and to consummate the transactions contemplated hereby and thereby. (vi) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Borrower, which shall identify by name and title and bear the specimen signatures of the officers of Borrower authorized on behalf of Borrower to execute, deliver and perform this Agreement and the other Loan Documents executed or to be executed by Borrower and to consummate the transactions contemplated hereby and thereby. (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement;A duly completed Officer's Certificate. (viii) An opinion of legal counsel to Borrower and Active Subsidiary, as to their legal existence, due authorization, execution and delivery and enforceability of the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP LicenseLoan Documents to which each is a party, and Aviva IP License have occurred on terms such other matters as Agent and the Banks may reasonably acceptable to the Forbearing Lenders;request. (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto Such other documents as Exhibit J (the “Mutual Lender Release”);Agent or its counsel may reasonably request. (xb) delivery by The representations and warranties of Borrower contained in Article 6 hereof and in the Debt Parties of any Officer's Certificate are true and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any correct as of the Company’s other Material Indebtedness;Effective Date. (xic) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, Borrower shall have been executed by paid the parties thereto, delivered Facility Fee to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the ratable benefit of each Forbearing Lender Banks, and shall have reimbursed all attorneys' fees and costs of counsel to Agent incurred in the manner preparation and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) negotiation of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoLoan Documents.

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) This Agreement and the First Amendment The Administrative Agent shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of: have received (i) execution from the New Term Loan Lender, (ii) from the Administrative Agent and (iii) from the Borrower, a counterpart of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery signed on behalf of the same to the TL Agentssuch party; (iib) execution The Administrative Agent shall have received the executed legal opinion of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and K▇▇▇▇▇▇▇ & E▇▇▇▇ shall have received access LLP, special counsel to any the Borrower and all datarooms used by (y) Loyens & Loeff N.V. as counsel to the Company and/or its Related Parties in Administrative Agent. The Borrower and the Sale Process Administrative Agent hereby instruct such counsel to provide prospective buyers with diligence or other marketing materialsdeliver such legal opinion; (xivc) payment by The Borrower shall have paid (i) the Administrative Borrower to Agents the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and fees in the amounts set forth previously agreed in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not writing to be unreasonably withheld, conditioned, or delayed) have been received for, and on the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; Amendment No. 1 Effective Date and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxiii) the Administrative Agent shall have received a customary written opinion all reasonable costs and expenses (addressed to including, without limitation the Agents reasonable and the Lenders documented fees, charges and dated as the Forbearance Effective Datedisbursements of (x) of ▇▇▇C▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇& R▇▇▇▇▇▇ llp, counsel for the Agents and Restated Non-Employee Director Compensation Policy is approved by (y) if reasonably necessary, of a single firm of local counsel in each relevant material jurisdiction (which can be a single local counsel acting in multiple jurisdictions)) of the board of directors of Holdings; andAdministrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (xxiiid) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the The Administrative Agent shall have received notice from (A) a certificate of the Borrower, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit L to the Credit Agreement, with appropriate insertions, executed by a board member A and a board member B of the Borrower, and attaching the documents referred to in the following clause (B) or, to the extent applicable, confirming the continued effectiveness and no amendments or other modifications to such Forbearing Lender documents since the Closing Date and (B) (x) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the board of directors or other managers of the Borrower (or a duly authorized committee thereof) authorizing (I) the execution, delivery and performance of this Agreement (and any agreements relating thereto) to which it is a party and (II) the extensions of credit contemplated hereunder, (y) the deed of incorporation and articles of association or other comparable organizational documents of the Borrower, as applicable, to the extent amended or otherwise modified since the Closing Date and (z) signature and incumbency certificates of the Authorized Officers of the Borrower executing the Credit Documents to which it is a party. (e) At the time of and immediately after giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing; (f) The representations and warranties made by the Borrower, before and after giving effect to this Agreement, contained in Section 8 hereof and in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 1 Effective Date, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date. (g) The Administrative Agent shall have received (at least three (3) Business Days prior to the proposed Forbearance Amendment No. 1 Effective Date) all documentation and other information about Holdings and Borrower as has been reasonably requested in writing at least ten (10) Business Days prior to the Amendment No. 1 Effective Date specifying its objection theretoby the Administrative Agent or the Amendment No. 1 Arrangers that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver in a manner reasonably satisfactory to Lead Arranger and Requisite Lenders of each ofof the following conditions: (a) Administrative Agent shall have (i) execution signed this Agreement, (ii) received counterparts of this Agreement and the First Amendment executed by the TL Agents, the Forbearing Lenders, and the Debt Credit Parties and delivery (iii) notified the parties hereto that it has received counterparts of the same to the TL Agentsthis Agreement executed by Requisite Lenders; (iib) execution Lead Arranger shall have received (i) a copy of a fully executed agreement effecting, with necessary conforming changes, the Supplemental Indentures terms and delivery provisions of the same this Agreement with respect to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America First Lien Credit Documents (the “ABL AmendmentsCorresponding First Lien Agreement”), ) in the form attached hereto as Exhibit E, (ii) a fully executed copy of each of the Investment Agreements (and each such Investment Agreement shall have been executed and delivered on by each of the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured respective parties thereto and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, shall have become effective in accordance with their its respective terms) and (iii) a certificate of an Authorized Officer of Borrower substantially in the form attached hereto as Exhibit F-1, dated as of the Forbearance Effective Date, confirming satisfaction of the conditions precedent set forth in Sections 5(d), 5(e) and have been delivered to 5(f) and in Sections 5(d), 5(e), 5(f) and 5(g) of the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Corresponding First Lien Agreement; (viiic) Lead Arranger shall have received a fully executed original of the IP TransferConsent, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, Reaffirmation and Aviva IP License have occurred on terms reasonably acceptable First Amendment to the Forbearing Lenders; (ix) entry Intercreditor Agreement executed by the applicable Forbearing Lenders First Lien Collateral Agent, Collateral Agent, Borrower and the Ad Hoc Group into other Credit Parties (the mutual release agreement “Intercreditor Reaffirmation and Amendment”) in the form attached hereto as Exhibit J (the “Mutual Lender Release”)G; (xd) delivery by Borrower shall have paid all fees then due and payable to the Debt Parties of any Agents and all updated perfection certificates and other security documents required under Lead Arranger pursuant to the Credit AgreementDocuments and, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed extent invoiced by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent Lead Arranger not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; less than two (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately Business Days prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent , shall have received a customary written opinion reimbursed the Agents and Lead Arranger for all reasonable costs and expenses incurred by Agents and Lead Arranger in connection with this Agreement, including, without limitation, the preparation, negotiation and execution of this Agreement (addressed including reasonable attorney’s fees of counsel to the Agents and Lead Arranger) and all actual costs and expenses of the Lenders consultants or financial advisors employed or retained by the Agents and dated Lead Arranger, on behalf of the Lenders, in connection with the restructuring of the Loans and the negotiation of this Agreement; and (e) Borrower shall have paid (and Borrower hereby covenants and agrees to pay) to Administrative Agent in immediately available Dollars, for the account of each Lender that has delivered an executed signature page to this Agreement on or prior to the date hereof (each, a “Signing Lender”), a fee in an amount equal to one-half of one percent (0.50%) of each such Signing Lender’s Loan Exposure as of the Forbearance Effective Date) , which fee shall be non-refundable for any reason and fully earned and payable as of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdingsdate hereof; and (xxiiif) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by accuracy of the board of directors of International Holdings. For purposes of determining compliance with the conditions specified representations and warranties contained in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoSection 7 hereof.

Conditions to Effectiveness of this Agreement. The amendment and restatement of the Existing Agreement accomplished by this Agreement shall not become effective until the following conditions precedent have been satisfied: (a) This Agreement and Agent shall have received the First Amendment shall become effective (following on or before the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of , each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery dated as of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case or such earlier date as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as shall be acceptable to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity DocumentsAgent, in form and substance reasonably acceptable satisfactory to Agent and (except for the Revolving Notes) in sufficient copies for each Bank. (i) Counterparts of this Agreement duly executed by Borrower, Agent and each of the Banks. (ii) Revolving Notes, duly executed by Borrower, one payable to the Forbearing Lendersorder of each Bank. (iii) a Continuing Guaranty in the form attached hereto as Exhibit “E”, executed by each Active Subsidiary and Agent. (iv) Copies of the Articles of Incorporation and By-laws of Borrower, together with all amendments thereto, to the extent such Articles or By-laws have become effective in accordance with their termschanged, and or amendments thereto have been added, since such documents were delivered to Agent in connection with the Parties hereto;Existing Agreement. (v) Copies, certified by the Secretary or an Assistant Secretary of Borrower, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for Agent) authorizing Borrower to execute, deliver and perform this Agreement and the other Loan Documents executed or to be executed by Borrower and to consummate the transactions contemplated hereby and thereby. (vi) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Borrower, which shall identify by name and title and bear the specimen signatures of the officers of Borrower authorized on behalf of Borrower to execute, deliver and perform this Agreement and the other Loan Documents executed or to be executed by Borrower and to consummate the transactions contemplated hereby and thereby. (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement;A duly completed Officer’s Certificate. (viii) An opinion of legal counsel to Borrower and Active Subsidiary, as to their legal existence, due authorization, execution and delivery and enforceability of the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP LicenseLoan Documents to which each is a party, and Aviva IP License have occurred on terms such other matters as Agent and the Banks may reasonably acceptable to the Forbearing Lenders;request. (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto Such other documents as Exhibit J (the “Mutual Lender Release”);Agent or its counsel may reasonably request. (xb) delivery by The representations and warranties of Borrower contained in Article 6 hereof and in the Debt Parties of any Officer’s Certificate are true and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any correct as of the Company’s other Material Indebtedness;Effective Date. (xic) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, Borrower shall have been executed by paid the parties thereto, delivered Facility Fee to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the ratable benefit of each Forbearing Lender Banks, and shall have reimbursed all attorneys’ fees and costs of counsel to Agent incurred in the manner preparation and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) negotiation of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoLoan Documents.

Conditions to Effectiveness of this Agreement. Unless otherwise specified herein, the terms and provisions of this Agreement will be effective immediately upon satisfaction or existence of all of the following conditions: (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been a fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date executed copy of this Agreement; (xviiib) Lender shall have received from the Administrative Borrower has paid Company evidence of its corporate or company authority to execute, deliver, and perform its obligations under this Agreement and all interest other agreements and documents executed in connection therewith; (excluding applicable default interestc) Lender shall have received from the Company evidence, in form and other amounts in cash substance satisfactory to Lender, that became due on or about August 5(i) SOP and Phase Five have agreed to forbear, 2024 for a period of time that is no less than the Forbearance Period, the exercise of their respective rights to payment under the November Credit Agreement or with respect to any event of default under the November Credit Agreement and remain due immediately prior (ii) SOP, Koyote Trading, LLC, and Phase Five have agreed to forbear, for a period of time that is no less than the Forbearance Effective DatePeriod, the exercise of their respective rights to payment under the September Credit Agreements or with respect to any event of default under the September Credit Agreements; (xixd) payment by the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as LLP (counsel to the Debt PartiesLender) of all documented costs and expenses incurred in connection with preparing and delivering the Exchange Agreement (including, without limitation, all reasonable, documented legal fees and disbursements in form connection therewith, and substance reasonably satisfactory to due diligence in connection with the Lenders (or their counseltransactions contemplated thereby); (xxiie) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved payment by the board Company to Lender of directors all fees and expenses owed to Lender pursuant to the terms of Holdingsthis Agreement, in connection with this Agreement, provided that waiver of this or any other condition to effectiveness shall not operate as a waiver of Lender’s right to any fees and expenses owed to Lender or counsel to Lender pursuant to the terms of this Agreement; andand US-DOCS\113928462.15 (xxiiif) no Event of Default and no event which, upon notice or lapse of time, or both, would constitute an Event of Default has occurred and is continuing, other than the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory Specified Existing Defaults and defaults due to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved violations of the Minimum Liquidity Covenant. These conditions to effectiveness are for the sole benefit of the Lender and any one or more of such conditions may be waived by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified Lender in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to its sole discretion through a Forbearing Lender unless the Administrative Agent shall have received written notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoCompany.

Conditions to Effectiveness of this Agreement. (a) This Agreement and shall be effective upon the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each ofthe following conditions precedent: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the instructions of all Lenders): (i) a customary written opinion duly executed copy of this Agreement; (ii) approval by Sinosure of this Agreement; (iii) a duly executed copy of the Non-Sinosure Credit Agreement; (iv) a duly executed copy of the Parent Guaranty; (v) a duly executed copy of the Support Agreement; (vi) a copy of the following legal opinions, which legal opinions shall be dated as of the Restatement Closing Date and addressed to each Financing Party: (x) the Agents legal opinion of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, New York counsel to the Administrative Agent and the Lenders Lenders, as to matters of enforceability of this Agreement and dated the Parent Guaranty under New York law; (y) the legal opinion of Machado, Meyer, Sendacz e Opice, Brazilian counsel to the Administrative Agent and the Lenders, as to matters of due incorporation, due authorization of the Forbearance Effective Dateexecution, delivery, and performance of this Agreement with respect to the Borrower and each Guarantor and security matters; and (z) the legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, Luxembourg, as counsel to matters of due incorporation, due authorization of the Debt Partiesexecution, delivery, and performance of the Parent Guaranty; (vii) in form and substance reasonably satisfactory to respect of the Lenders Borrower, the most recently available Certificate of Good Tax Standing issued by the Federal Revenue Service (or their counsel“Certidão Negativa de Débitos relativos aos Tributos Federais e à Dívida Ativa da União”); (xxiiviii) an Officer’s Certificate of the Borrower, dated as of the Restatement Closing Date, certifying (x) that certain ▇▇▇▇▇▇▇ attached thereto is a true and Restated Noncomplete copy of the Charter Documents of the Borrower, (y) that attached thereto is a true and complete copy of the resolutions duly adopted by the shareholders (or other equivalent body) of the Borrower duly filed with São Paulo’s Board of Commerce (Junta Comercial do Estado de São Paulo): (A) approving the transactions contemplated by this Agreement, the Receivables Assignment Agreement and the Additional Fiduciary Assignments; (B) authorizing the execution, delivery and performance of this Agreement, the Receivables Assignment Agreement and the Additional Fiduciary Assignments; and (C) authorizing a named person or persons to execute this Agreement, the Receivables Assignment Agreement and the Additional Fiduciary Assignments and any documents to be delivered by the Borrower under such documents and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Agreement, the Receivables Assignment Agreement and the Additional Fiduciary Assignments, provided that if such persons are not appointed officers of the Borrower, the Borrower shall execute powers-Employee Director Compensation Policy of-attorney authorizing and naming such persons to practice such acts, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) as to the name, incumbency and specimen signature of each officer of the Borrower executing the Financing Documents to which the Borrower is approved intended to be a party and each other document delivered by the Borrower from time to in connection therewith; (ix) an Officer’s Certificate of each Guarantor, dated as of the Restatement Closing Date, certifying (x) that attached thereto is a true and complete copy of the Charter Documents of such Guarantor, (y) that attached thereto is a true and complete copy of the resolutions duly adopted by the shareholders or board of directors (or other equivalent body) of such Guarantor duly filed with the relevant Board of Commerce (Junta Comercial): (A) approving the transactions contemplated by this Agreement; (B) authorizing the execution, delivery and performance of this Agreement; and (C) authorizing a named person or persons to execute this Agreement and any documents to be delivered by the Guarantor under this Agreement and dispatch all documents and notices to be signed and/or dispatched by the Guarantor under or in connection with this Agreement, provided that if such persons are not appointed officers of a Guarantor, such Guarantor shall execute powers-of-attorney authorizing and naming such persons to practice such acts, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) as to the name, incumbency and specimen signature of each officer of such Guarantor executing the Financing Documents to which such Guarantor is intended to be a party and each other document delivered by such Guarantor from time to in connection therewith; (x) an Officer’s Certificate of the Parent, dated as of the Restatement Closing Date, certifying (x) that attached thereto is a true and complete copy of the Charter Documents of the Parent, (y) that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of the Parent: (A) approving the transactions contemplated by the Parent Guaranty and the Support Agreement; (B) authorizing the execution, delivery and performance of the Parent Guaranty and the Support Agreement; and (C) authorizing a named person or persons to execute the Parent Guaranty and the Support Agreement and any documents to be delivered by the Parent in connection with the Parent Guaranty or the Support Agreement and dispatch all documents and notices to be signed and/or dispatched by the Parent under or in connection with the Parent Guaranty or the Support Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) as to the name, incumbency and specimen signature of each officer of the Parent executing the Financing Documents to which the Parent is intended to be a party and each other document delivered by the Parent from time to in connection therewith; (xi) the Receivables Assignment Agreement and Additional Fiduciary Assignments shall have been (x) duly executed by each party thereto, (y) registered with the Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) of the City of São Paulo and, if applicable, Brasilia and (z) duly created and perfected to provide the first ranking priority Lien intended to be provided therein; (xii) (A) a duly executed copy of (x) Amendment No. 5 to the BdB Credit Agreement and (y) Amendment No. 5 to the Caixa Credit Agreement, each in full force and effect and (B) a duly executed copy of (x) Amendment No. 6 to the BdB Credit Agreement and (y) Amendment No. 6 to the Caixa Credit Agreement, the effectiveness of each subject to Sinosure’s approval of this Agreement; (xiii) evidence that all payments due and payable to CT Corporation System by each Obligor have been duly paid or discharged; (xiv) a duly executed letter from RK Partners confirming the reasonableness of the Borrower’s Business Plan previously delivered to the Administrative Agent; (xv) evidence of AINMT’s investment of US$50,000,000 into Parent, such as bank account statements and share certificates held by AINMT; (xvi) evidence of NII Holdings’ direct or indirect equity contributions of US$70,000,000 into the Borrower since January 1, 2017, such as bank account statements, wire transfer receipts, share certificates, and share registers; (xvii) evidence of NII Holdings’ direct or indirect equity contributions of US$169,666,667 into Parent as of July 3, 2017, such as bank account statements, wire transfer receipts, share certificates, and share registers; (xviii) a copy of an independent valuation report dated as of December 31, 2016 setting forth the valuation of substantially all the Borrower’s fixed assets pledged pursuant to the Additional Fiduciary Assignment; and (xxiiixix) evidence that an application has been made to the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory Central Bank to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by amend the board of directors of International Holdings. For purposes of determining compliance existing ROF with the conditions specified creation of a new ROF and a new Schedule of Payments reflecting the aggregate Loans outstanding as of the Restatement Closing Date, and the relevant fees, expenses and commissions expressly referred to in this section 8the Financing Documents. (b) On or before the Restatement Closing Date, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent and the Lenders shall have received notice from such Forbearing Lender prior all fees required to be paid, including the proposed Forbearance Effective Date specifying its objection theretofees set forth in the Fee Letter, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) at least two Business Days before the Restatement Closing Date.

Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) This Agreement The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance reasonably satisfactory to the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each ofAdministrative Agent and its legal counsel: (i) execution executed counterparts of this Agreement Agreement, the Guaranty, the Fee Letter and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL AgentsEngagement Letter; (ii) execution executed counterparts of the Supplemental Indentures Joinder to Intercreditor Agreement, the Joinder to Collateral Agency Agreement and delivery the Perfection Certificate, together with: (A) copies of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, in each case as of a recent date made with respect to the Loan Parties in such offices and the states (or other jurisdictions) of formation of such Persons or in which the chief executive officer of each such Person is located, in each case as indicated on such Perfection Certificate, together with copies of the same financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Agents Administrative Agent that the Liens indicated in any such financing statement (or similar document) are in respect of a Permitted Lien or have been or will be contemporaneously released or terminated; (B) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and the Forbearing LendersUnited States Copyright Office (to the extent indicated in the Perfection Certificate); and (C) evidence reasonably satisfactory to the Administrative Agent that the Security Agreement, the Intercreditor Agreement and the Collateral Agency Agreement shall each be in full force and effect, that the Borrower has taken all actions required by it under the Security Agreement, the Intercreditor Agreement and the Collateral Agency Agreement for the Loan Obligations to constitute “Secured Obligations” under and as defined in the Security Agreement, “Additional Noteholder Lien Debt Obligations” under and as defined in the Intercreditor Agreement, and such Notes Amendments “Additional Senior Secured Debt” under and as defined in the Collateral Agency Agreement and that the Collateral Agent on behalf of the Senior Credit Parties will have taken effect a perfected security interest in accordance with their termsthe Collateral of the type and priority described in each Collateral Document and no additional actions or filings are required on the Effective Date; (iii) (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its organization, and a certificate as to the ABL North America Credit good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of the Secretary or Assistant Secretary (or a director in lieu thereof) of each Loan Party, dated the Effective Date and certifying (i) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on the Effective Date, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents (the “ABL Amendments”)to which such Person is a party and, in the form executed case of the Borrower, the borrowings hereunder, and delivered that such resolutions have not been modified, rescinded or amended and are in full force and effect, (iii) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the date hereof, reflecting, among other things, the additional incurrence certificate of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement incorporation or organization furnished pursuant to be provided by the ABL Lenders on the Forbearance Effective Date clause (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”)A) above, and forbearances (iv) as to the incumbency and consents specimen signature of each Responsible Officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the lenders under incumbency and specimen signature of the ABL North America Credit Documents Secretary, Assistant Secretary or director of such Loan Party executing the certificate pursuant to clause (collectively, the “ABL Lenders”B) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith;above. (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit D; (v) a Solvency Certificate attesting to the Solvency of the Borrower and Restated Non-Employee Director Compensation Policy its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the Target Transactions as if the Target Transactions were consummated on the Effective Date, from the chief financial officer of the Borrower; provided that any representation or warranty made in respect of the Solvency of the Target Group is approved qualified by and made subject to the board actual knowledge and belief of directors the chief financial officer (which shall not include the knowledge or belief of Holdingsany member of the Target Group or its management); (vi) evidence that all insurance required (including, without limitation, flood insurance policies) to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and additional insured under each such insurance policy; (vii) a certificate of a Responsible Officer of the Borrower certifying that (A) no Default or Event of Default as of the Effective Date has occurred and is continuing, and (B) the representations and warranties contained in Article V are true and correct in all material respects on and as of the Effective Date as if made on and as of such date; provided, however, that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on such date; and (xxiiiviii) a certificate of a Responsible Officer of the ▇▇▇▇▇▇▇ Incentive AgreementBorrower certifying that the Loan Obligations constitute “Additional Parity Debt” under, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇and as defined in, the Senior Secured Notes Indenture; and(ix) a certificate signed by a duly authorized officer of Borrower confirming that the Borrower has $8,600,000 of unrestricted cash available that is approved by sufficient, together with the board proceeds of directors of International Holdings. For Initial Loans, for the purposes of determining compliance with funding the conditions specified in this section 8completion of the Target Acquisition. (b) The Administrative Agent shall have reviewed, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to and be satisfied with, each document the final structure, terms and conditions and the documentation relating to the Target Acquisition, being the Press Release or other matter required hereunder to be consented toOffer Press Release (as applicable), approved by, (it being understood that the Arrangers are satisfied with the drafts of the Press Release or acceptable or satisfactory to a Forbearing Lender unless Offer Press Release (as applicable) and the disclosure schedules and exhibits received by the Arrangers on the date hereof). (c) The Administrative Agent shall have received notice from such Forbearing Lender at least 3 Business Days prior to the proposed Forbearance Effective Date specifying its objection all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been reasonably requested at least 10 Business Days in advance of the Effective Date. (d) Completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance and, to the extent any Mortgaged Property subject to the Flood Insurance Laws is identified as being located in a special flood hazard area, a duly executed by the Borrower and each Loan Party relating thereto).

Conditions to Effectiveness of this Agreement. This Agreement shall be effective as of the date first above written when, and only when, on or before August 30, 2004, all of the following conditions precedent have been fulfilled in a manner satisfactory to the Administrative Agent (the "STANDSTILL EFFECTIVE DATE"): (a) This Agreement and the First Amendment Administrative Agent shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of: (i) execution of have signed this Agreement and the First Amendment by Administrative Agent shall have notified the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery parties hereto that it has received counterparts of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit this Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties theretoGuarantor, delivered the Borrowers and the Required Lenders (or advice satisfactory to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and Administrative Agent shall have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry received by the applicable Forbearing Administrative Agent that the Required Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”have executed this Agreement); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion counterparts of the Consent appended hereto (addressed to the Agents "CONSENT") executed by each of the Guarantor and each of the Grantors and/or Pledgors designated therein; (c) the Administrative Agent and the Lenders and dated as the Forbearance Effective Date) Senior Lender Steering Committee shall have received evidence of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Partiesagreements, in form and substance reasonably satisfactory to them, that the Lenders requisite lenders under the Bridge Loan Agreement have agreed to waive any and all of their rights to take any action with respect to the rights and remedies under the Bridge Loan Agreement that may arise as a result of a cross-default to a Default under the Credit Agreement or otherwise until at least the earlier of (or their counseli) September 30, 2004 and (ii) the occurrence of a Standstill Termination Event (the "BRIDGE LENDER CONSENT"); (xxiid) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved payment by the board Borrowers or the Guarantor to the Administrative Agent of directors all billed and unpaid fees and expenses of Holdingsthe Administrative Agent and the Senior Lender Steering Committee in connection with all matters relating to this Agreement, the Loan Documents and the restructuring of the Borrowers and the Guarantor, including, without limitation, the reasonable fees and expenses of the financial advisor to the Administrative Agent, counsel to the Administrative Agent and counsel to the Senior Lender Steering Committee; and (xxiiie) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing evidence, in form and substance satisfactory to it, that the conditions precedent set forth in Section 3 of the Bridge Lender prior to the proposed Forbearance Effective Date specifying its objection theretoConsent have been satisfied.

Conditions to Effectiveness of this Agreement. (a) This Notwithstanding anything to the contrary set forth herein, this Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Second Amendment Effective Date”) upon satisfaction or waiver in a manner reasonably satisfactory to Administrative Agent of each ofof the following conditions: (ia) execution Administrative Agent and Collateral Agent shall have received a counterpart signature page of this Agreement duly executed by each Credit Party, Administrative Agent, Collateral Agent and the First Amendment by the TL Agents, the Forbearing Lenders comprising Requisite Lenders, and the Debt Parties and delivery of the same to the TL Agents; (b) Administrative Agent shall have received (i) a copy of the fully executed Corresponding First Lien Amendment, and (ii) execution evidence that all conditions contained therein (other than the effectiveness of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments this Agreement) have taken effect in accordance with their termsbeen satisfied; (iiic) amendments Borrower shall have paid to Administrative Agent in immediately available Dollars, for the ABL North America Credit Documents (the “ABL Amendments”)account of each Lender that has delivered an executed signature page to this Agreement on or prior to 5:00 p.m., in the form executed and delivered New York City time, on the date hereofAugust 17, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents 2009 (collectively, the “ABL Signing Lenders”) (the “ABL Forbearances and Consents”), a fee in an amount equal to 0.10%% of each case such Signing Lender’s Loan Exposure as set forth therein of the Second Amendment Effective Date (after giving effect to the Loan Purchase), which fee shall be non-refundable for any reason and in accordance with shall be fully earned and payable as of the ABL North America Intercreditor Agreement, as amended in accordance herewithdate hereof; (ivd) Borrower shall have paid all fees then due and payable to the Intercreditor Agreements Agents and Lead Arranger pursuant to the Credit Documents and, to the extent invoiced by Lead Arranger not less than two (2) Business Days prior to the Second Amendment Effective Date, shall have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate reimbursed the Initial Transactions, Agents and such amendments have been executed Lead Arranger for all reasonable costs and expenses incurred by the parties theretoAgents and Lead Arranger in connection with this Agreement, delivered including, without limitation, the preparation, negotiation and execution of this Agreement (including reasonable attorney’s fees of counsel to the Parties hereto, Agents and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”Lead Arranger); (xe) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion copy of the Assignment Agreement, duly executed by Selling Lender and each Permitted Holder; (addressed f) Selling Lender shall have received from the Permitted Holders the funds required to consummate the Agents and Loan Purchase; (g) Administrative Agent shall have received a copy of the Lenders and dated as the Forbearance Effective Date) Certificate of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt PartiesDesignations, in form and substance reasonably satisfactory to the Lenders (or their counsel)each Lender signatory hereto, duly executed by Borrower; (xxiih) that certain ▇▇▇▇▇▇▇ the accuracy of the representations and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdingswarranties contained in Section 6; and (xxiiii) no Default or Event of Default under the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Credit Agreement shall have occurred and be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretocontinuing.

Conditions to Effectiveness of this Agreement. Notwithstanding any other provision of this Agreement, this Agreement shall not become effective and the Prior Term Loan Agreement shall continue to govern the Obligations, until the following conditions have been satisfied, in Agent's sole discretion, or waived in writing by Agent: (a) This Agreement or counterparts hereof shall have been duly executed by, and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of delivered to, Borrower, Agent and each of:Lender. (ib) execution of Agent shall have received such documents, instruments, and agreements as Agent may request in connection with the transactions contemplated by this Agreement and the First Amendment by the TL Agentsother Loan Documents, the Forbearing Lendersincluding all documents, instruments, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), agreements listed in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence Schedule of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, each in form and substance satisfactory to Agent. (c) Since December 31, 1994, there shall have been (i) no event the occurrence of which could have a Material Adverse Effect on the business, operations or prospects of Borrower, Borrower and its Subsidiaries, taken as a whole, or Borrower and the Guarantor Subsidiaries, taken as a whole; (ii) no litigation commenced which is reasonably acceptable likely to be determined adversely to Borrower or its Subsidiaries and which, if so determined, would have a Material Adverse Effect or would challenge any of the Forbearing Lenderstransactions contemplated by this Agreement and the other Loan Documents; (iii) no dividends or other distributions to Borrower's stockholders; (iv) no increase in liabilities, have become effective in accordance with their termsliquidated or contingent, and no decrease in assets of Borrower or any Guarantor Subsidiary which could have a Material Adverse Effect; and (v) no event the occurrence of which could have a Material Adverse Effect on the financial condition of Borrower or any Guarantor Subsidiary, except as reflected in Borrower's financial statements as of July 1, 1995 which have been delivered to the Parties hereto;Agent. (viid) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial The LGE Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoconsummated.

Conditions to Effectiveness of this Agreement. This Amendment No. 2 to Fourth Amended and Restated Loan Agreement shall become effective on the date of the fulfillment (to the satisfaction of the Agent) of the following conditions precedent: (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of: (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents; (ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, No. 2 shall have been executed by the parties thereto, and delivered to the Parties heretoAgent by a duly authorized representative of the Borrower, the Agent and have taken effect in accordance with their terms;each Bank. (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto;The Borrower shall have executed and delivered to each Bank its First Substituted A Note and First Substituted B Note and with respect to the Swing Line Lender, the First Substituted Swing Line Note. (xvic) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative The Agent shall have received a customary written opinion (addressed Compliance Certificate from the Borrower dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the Agents terms and the Lenders and dated as the Forbearance Effective Dateconditions of this Amendment No. 2, no Default or Event of Default shall exist, shall be true. (d) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ & ▇▇▇▇▇▇▇, is approved by counsel to the board of directors of International Holdings. For purposes of determining compliance with Borrower, shall have delivered its legal opinion to the conditions specified Agent, in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or form and substance satisfactory to a Forbearing Lender unless the Administrative Agent and its counsel. (e) The Agent shall have received notice copies of the following: (i) Copies of all corporate action taken by the Borrower to authorize the execution, delivery and performance of this Amendment No. 2, the First Substituted Notes and the transactions contemplated hereby, certified by its secretary; (ii) A certificate from such Forbearing Lender prior the secretary of the Borrower to the proposed Forbearance Effective Date specifying effect that the By-laws of the Borrower delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that such document is in full force and effect and is true and correct as of the date hereof; and (iii) An incumbency certificate (with specimen signatures) with respect to the Borrower. (f) All legal matters incident hereto shall be satisfactory to the Agent and its objection theretocounsel.

Conditions to Effectiveness of this Agreement. This Agreement and ▇▇▇▇▇▇’s obligations hereunder shall be subject (unless waived by ▇▇▇▇▇▇ in writing) to the conditions precedent that ▇▇▇▇▇▇ shall have received each of the following, on or before the Closing Date, each (unless otherwise indicated) dated as of the Closing Date and each in form and substance satisfactory to Lender: (a) This Agreement Agreement, duly executed and delivered by the parties hereto; (b) The Purchase Agreement, duly executed and delivered by the parties thereto; (c) The Servicing Agreement, duly executed and delivered by the parties thereto; (d) The Limited Guaranty, duly executed and delivered by the parties thereto; (e) The Pledge Agreement, duly executed and delivered by ▇▇▇▇▇▇; (f) A copy of the limited liability company consents or resolutions of Borrower required to approve the execution and delivery of this Agreement, the Note, each of the other Loan Documents to which it is a party and the First Amendment shall become effective transactions contemplated herein and therein and addressing such other matters as may reasonably be required by ▇▇▇▇▇▇, certified by an officer or manager of Borrower; (g) A copy of the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction corporate consent or waiver resolution of each of:of Borrower and Parent required to approve the execution and delivery of the Loan Documents that each such Person is a party to and the transactions contemplated therein and addressing such other matters as may reasonably be required by ▇▇▇▇▇▇, certified by an officer or manager of Borrower or Parent, as applicable; (h) A good standing certificate for each of Borrower and Parent issued as of a recent date by the Secretary of State of the jurisdiction of its organization; (i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery A certificate of the same to Manager of Borrower certifying the TL Agentsnames and true signatures of the Authorized Officers of Borrower; (iij) execution A certificate of the Supplemental Indentures Manager of Parent certifying the names and delivery true signatures of the same Authorized Officers of Parent; (k) Each of Borrower and Parent shall have taken all steps necessary to ensure that the Agents security interest granted to Lender hereunder in the Collateral shall constitute a first priority, fully perfected security interest under the UCC in all right, title and interest of Borrower in, to and under the Forbearing LendersCollateral, subject however, to Permitted Liens; (l) Lender shall have received the results of lien searches made with respect to each of Borrower and Parent in its state of incorporation or formation, as the case may be, together with copies of financing statements disclosed by such searches, and such Notes Amendments have taken effect in accordance with their termssearches shall disclose no Liens on the Collateral, other than the security interest of Lender and/or Borrower, as applicable, and Permitted Liens; (iiim) amendments to the ABL North America Credit Documents (the “ABL Amendments”)The Amendment Fee which shall be paid no later than December 9, in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith2021; (ivn) the Intercreditor Agreements have each been amended (eachCustomary opinions of counsel reasonably requested by ▇▇▇▇▇▇, including, without limitation, an “Intercreditor Amendment”) so opinion as to permit or otherwise facilitate enforceability of the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Loan Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto;Lender; and (viio) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms Any other documents or information reasonably acceptable to the Forbearing Lenders; (ix) entry requested by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”); (x) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials; (xiv) payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective on and as of the first date (the such date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver on which all of each ofthe following conditions precedent have been satisfied: (ia) execution RBS and Mizuho shall have received counterparts of this Agreement Agreement, duly executed by the Borrower, Holdings, each of the other Loan Parties and the First Amendment by the TL Agents, the Forbearing Lenders constituting Required Lenders, and the Debt Parties and delivery of the same to the TL Agents; (iib) execution The Borrower and Mizuho shall have entered into that certain Administrative Agent Fee Letter, dated as of the Supplemental Indentures date hereof; (c) RBS, Mizuho and delivery the Borrower shall have entered into an Assignment and Assumption, pursuant to which RBS assigns all of its rights and obligations under the Credit Agreement as a Lender (including all of its Revolving Commitment, Swingline Commitment and Loans at the time owing to it) to Mizuho, which Assignment and Assumption is duly executed by the Borrower, RBS and Mizuho; (d) The Borrower shall have paid all of the same interest, costs, expenses, fees and other amounts payable to RBS which have accrued to but excluding the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect Effective Date in accordance with their terms; (iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith; (ivi) the Intercreditor Agreements have each been amended Administrative Agent Fee Letter dated as of January 9, 2012 between Holdings and RBS and (each, an “Intercreditor Amendment”ii) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (v) [Reserved] (vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto; (vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement; (viiie) RBS shall have delivered to Mizuho all Collateral in the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, possession of RBS as specified in Schedule I hereto (and Aviva IP License Mizuho shall have occurred on terms acknowledged receipt of such Collateral in a manner reasonably acceptable satisfactory to the Forbearing Lenders; (ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”Borrower); (xf) delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness; (xi) the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms; (xii) the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated; (xiii) Highbridge and ▇▇▇▇▇ ▇▇▇▇ Mizuho shall have received access all documents, instruments and agreements that are necessary to any effect the assignment of the Liens referenced in Section 3(e) hereof to Mizuho and all datarooms used by to maintain the Company and/or its Related Parties priority and perfection of such Liens in the Sale Process to provide prospective buyers with diligence or other marketing materials;name of Mizuho upon the Effective Date, including those documents, instruments and agreements listed on Schedule III hereto; and (xivg) payment by the Administrative Borrower Amendments on Form UCC-3 with respect to the Administrative Agent initial UCC-1 financing statements described in Schedule II hereto for the benefit of each Forbearing Lender Loan Party shall be in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”); (xv) payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto; (xvi) all required board and other governance approvals (any such approval or consent not to proper form for filing, shall be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized; (xvii) the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement; (xviii) the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date; (xix) the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement; (xx) the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms; (xxi) the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel); (xxii) that certain ▇▇▇▇▇▇▇ Borrower and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and (xxiii) the ▇▇▇▇▇▇▇ Incentive Agreement, satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇▇, is approved by the board of directors of International Holdings. For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed delivered to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless Mizuho for filing on the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection theretoDate.