Common use of General Provisions Clause in Contracts

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the Commonwealth of Puerto Rico. Maturity Date: May 3, 2013 $ [Date] FOR VALUE RECEIVED, the undersigned, PUERTO RICO ELECTRIC POWER AUTHORITY, a public corporation and government instrumentality of the Commonwealth of Puerto Rico (the “Borrower”), hereby subleases unconditionally promises to pay to the ALF Premises order of [ ] (the “Lender”) in lawful money of the United States of America and in immediately available funds, the principal amount of [ ] ($[ ]), or, if less, the aggregate unpaid and outstanding principal amount of the Advances made by the Lender pursuant to Subtenantthe Credit Agreement, dated as of May 4, 2012 (the “Credit Agreement”), among the Borrower, the lenders party thereto, and Scotiabank de Puerto Rico, as Administrative Agent, plus any interest, any other amounts due and payable to the Lender pursuant to and as described in the Credit Agreement (collectively, the “Obligations”). This promissory note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits of, and subject to the terms of, the Credit Agreement. Capitalized terms used herein without definition have the meanings assigned to them in the Credit Agreement. This Note shall not be deemed to constitute a debt or obligation of the Commonwealth of Puerto Rico or any of its municipalities or other political subdivisions other than the Borrower, and neither the Commonwealth of Puerto Rico nor any such municipalities or other political subdivisions other than the Borrower are liable for the payment of this Note or interest thereon or any amounts due under the Credit Agreement, but this Note and the interest thereon and amounts due under the Credit Agreement shall be payable as provided in the Credit Agreement, the Resolution (hereinafter defined) and the Trust Agreement (hereinafter defined). The principal amount hereof is payable on the Maturity Date and otherwise in accordance with the Credit Agreement. This Note is subject to prepayment as provided in the Credit Agreement. The Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rate or rates set forth in the Credit Agreement, and at the times set forth in the Credit Agreement, and the Borrower agrees to pay other Obligations as provided in the Credit Agreement. This Note shall bear interest at the rate provided in the Agreement. The date, amount and interest rate of each Advance, and each payment made on account thereof, shall be evidenced by records maintained by the Administrative Agent in the ordinary course of its business. Such records maintained by the Agent shall constitute prima facie evidence of the accuracy of the information so recorded in the absence of manifest error, provided that the failure to make such recordation or any error therein shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Credit Agreement in respect of the Advances. The holder of this Note may, at its option, also record the date and amount of the Advances, the date and amount of each prepayment of principal thereof and the amount of unpaid principal with respect thereto on Schedule 1 annexed hereto and constituting a part hereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded in the absence of manifest error, provided that the failure of the holder of this Note to make such recordation or any error therein shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Credit Agreement in respect of the Advances. In case an Event of Default shall occur and be continuing, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, as provided in the Credit Agreement, without presentment, demand for payment, protest or notice of any kind, all of which are expressly waived by Borrower. The Borrower agrees to pay all costs and expenses, including reasonable attorneys’ fees incurred in connection with the interpretation or enforcement of this Note, as permitted by and in accordance with the Credit Agreement. This Note is payable by the Borrower as a “Current Expense” under the Trust Agreement, dated as of January 1, 1974, as amended and supplemented, by and between the Borrower and the U.S. Bank National Association, as successor trustee (the “Trust Agreement’), pursuant to Resolution No. 3909 adopted by the Borrower on April 12, 2012 and a Certificate of Determination, dated May 4, 2012, executed by the Executive Director of the Authority (collectively, the “Resolution”), and is subject to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect Trust Agreement relating to the ALF PremisesCurrent Expenses. Except as otherwise provided hereinTHIS NOTE SHALL BE GOVERNED BY, the parties agree that all the termsAND CONSTRUED AND IN ACCORDANCE WITH, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime LeaseTHE LAW OF THE COMMONWEALTH OF PUERTO RICO. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLE. To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below: I, the undersigned, the Chief Financial Officer of Rayonier Inc., a Delaware Corporation (“Rayonier”), in that capacity only and not in my individual capacity (and without personal liability), do hereby subleases certify as of the ALF Premises date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof), that: 1. This certificate is furnished to Subtenant, the Administrative Agent and the Lenders pursuant to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”3.01(f) of this Sublease shall be for the Amended and Restated Five-Year Revolving Credit Agreement, dated as of October 11, 2012, among RAYONIER, RAYONIER TRS HOLDINGS INC., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (the “Commencement DateTRS”), and ending on such date that RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company (“ROC”; each of Rayonier, TRS and ROC being referred to herein individually as a “Borrower”, and collectively as the Term “Borrowers”), the Lenders from time to time party thereto, the Issuing Banks from time to time party hereto, CREDIT SUISSE AG, acting through one or Extended Term more of its affiliates or branches (as such terms are defined in the Prime Lease“Credit Suisse”), as applicable, administrative agent on behalf of the Prime Lease terminates pursuant to its terms Lenders (in such capacity, the “Administrative Agent”), CREDIT SUISSE SECURITIES (USA) LLC (“Credit Suisse Securities”), as Sole Bookrunner, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED and ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC, as Co-Syndication Agents, SUNTRUST BANK, US BANK, N.A., TD BANK, N.A. and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and CREDIT SUISSE SECURITIES and ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, as Joint Lead Arrangers. (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension TermCredit Agreement”). The Initial Term together with each Extension Term are collectively referred to herein as Unless otherwise defined herein, capitalized terms used in this certificate shall have the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions meanings set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF PremisesCredit Agreement. 2. Except as otherwise provided hereinFor purposes of this certificate, the parties agree that all terms below shall have the terms, covenants following definitions: (a) “Fair Value” The amount at which the aggregate assets of Rayonier and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises its consolidated Subsidiaries (including, without limitation, any goodwill) would change hands between an independent willing buyer and all increases in rent and other charges thereunder). Without limiting the generality an independent willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the foregoingrelevant facts and neither being under any compulsion to act. (b) “Present Fair Salable Value” The amount that may be realized by an independent willing seller from an independent willing buyer if Rayonier's and Rayonier's consolidated Subsidiaries' aggregate assets (including, Subtenant shall maintain without limitation, goodwill) are sold with reasonable promptness in an arm's-length transaction under present conditions for the benefit sale of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 assets of the Prime Lease. All business comprising such insurance policies so maintained shall be entity in accordance with the requirements of Section 22 in the Prime Leasean existing and not theoretical market. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime Lease. The term Assumption by telecopy or other electronic transmission (as such term may be extended pursuant to this Section 1.01, the including via “Initial Termpdf”) shall be effective as delivery of a manually executed counterpart of this Sublease shall be for Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. BORROWING SUBSIDIARY AGREEMENT, dated as of [ ] (this “Agreement”), among CDK GLOBAL HOLDINGS, LLC, a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (the “Commencement DateCompany”), [Name of Borrowing Subsidiary], a [jurisdiction of entity] [type of entity] (the “New Borrowing Subsidiary”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)JPMorgan Chase Bank, N.A., as applicable, of the Prime Lease terminates pursuant to its terms Administrative Agent (the “Expiration DateAdministrative Agent”). Reference is hereby made to the Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), unless sooner terminated pursuant among the Company, the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement. The Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrowing Subsidiary under the Credit Agreement. The Company represents that the New Borrowing Subsidiary is a Subsidiary organized under the laws of [jurisdiction of entity], and that the representations and warranties of the Company in the Credit Agreement are true and correct (a) in the case of representations and warranties qualified as to materiality, in all respects, and (b) otherwise, in all material respects, in each case on and as of the date hereof after giving effect to this Agreement, except to the terms extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct (i) in the case of representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects, as of such earlier date. The Company agrees that the Guarantee of the Company contained in Article IX of the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, and the effectiveness thereof as provided in Section 2.19 of the Credit Agreement, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Borrowing Subsidiary” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of this Sublease and/or the Prime LeaseCredit Agreement applicable to it as a Borrowing Subsidiary thereunder. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may This Agreement shall be exercised governed by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, construed in accordance with the terms and provisions laws of the Prime Lease for the valid exercise State of such renewal option, subject to Sublandlord having the right to exercise the extension at that timeNew York. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Acceptance shall be binding upon, pursuant and inure to the terms benefit of, the Borrowers, the parties hereto and provisions their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime LeaseAcceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. The term (as such term may This Assignment and Acceptance shall be extended pursuant to this Section 1.01governed by, and construed in accordance with, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date law of the Prime Lease State of New York. [—], 2012 Reference is made to that certain ABL Credit Agreement, dated as of May 25, 2012 (the “Commencement DateCredit Agreement”), among CONSTELLIUM HOLDCO II B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, CONSTELLIUM US HOLDINGS I, LLC, a Delaware limited liability company, CONSTELLIUM ROLLED PRODUCTS RAVENSWOOD, LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto, the agents named therein, and ending on such date that DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent. This Certificate is furnished to the Term or Extended Term (as such Administrative Agent pursuant to Section 5.02(e) of the Credit Agreement. Unless otherwise defined herein, terms are defined in the Prime LeaseCredit Agreement and used herein shall have the meanings given to them in the Credit Agreement. I, the undersigned, the Chief Financial Officer of the Borrower, in that capacity only and not in my individual capacity (and without personal liability), as applicable, DO HEREBY CERTIFY on behalf of the Prime Lease terminates pursuant to its terms (Borrower that as of the “Expiration Date”)date hereof, unless sooner terminated pursuant after giving effect to the terms Transactions on the Closing Date (including the execution and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration delivery of the then current term Credit Agreements, the making of this SubleaseLoans and the use of proceeds of such Loans on the date hereof): 1. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions fair value of the Prime Lease for assets of the valid exercise of such renewal option, subject to Sublandlord having Borrower (individually) and the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinHoldcos, the parties agree Borrower and its Subsidiaries, on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise of the Borrower (individually) and the Holdcos, the Borrower and its Subsidiaries, on a consolidated basis, respectively; 2. the present fair saleable value of the property of the Borrower (individually) and the Holdcos, the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that all will be required to pay the termsprobable liability of the Borrower (individually) and the Holdcos, covenants the Borrower and conditions contained its Subsidiaries, on a consolidated basis, respectively, on their debts and other liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise, as such debts and liabilities become absolute and matured; 3. the Borrower (individually) and the Holdcos, the Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and 4. the Borrower (individually) and the Holdcos, the Borrower and its Subsidiaries, on a consolidated basis, do not have an unreasonably small capital with which to conduct the businesses in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease which they are engaged as such businesses are now conducted and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees proposed to fully comply with and be bound by, for conducted following the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime LeaseClosing Date. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Administrative Agent for the terms, covenants and conditions contained in the Prime Lease applicable Lenders party to the ALF Premises shall be applicable Credit Agreement referred to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the below ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; , ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Agency Team Ladies and Gentlemen: The undersigned, FitBit, Inc. (the “Borrower”), refers to the Revolving Credit and Guaranty Agreement, dated as of August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein and not otherwise defined herein being used herein as therein defined), among the Borrower, the Guarantors party thereto, the Lenders party thereto (each a “Lender” and collectively, the “Lenders”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Collateral Agent, the other agents named therein, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., as Issuing Bank and Swing Line Lender, and you, as the Administrative Agent for the Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.5 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.5 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is , 20 .3 (ii) The aggregate principal amount of the Proposed Borrowing is [—]4. (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (iv) The initial Interest Period for the Proposed Borrowing is [one/two/three/six months].] (v) The location and number of the account or accounts to which funds are to be disbursed is as follows: [Insert location and number of the account(s)] 3 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof, provided that Subtenant any such notice shall keep Sublandlord apprisedbe deemed to have been given on a certain day only if given before 12 Noon (New York City time) in the case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. 4 Such amount to be stated in Dollars. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties of the Borrower set forth in the Credit Agreement and in the other Loan Documents are and will be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in a timely fashionwhich case, such representations and warranties shall be true and correct in all respects) on and as of the date of the Proposed Borrowing, except that (i) for purposes of this Borrowing Request, the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 of the Credit Agreement and (ii) to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such dealings.representations and warranties shall be true and correct in all respects) as of such earlier date; 1.06 In (B) at the event that Subtenant receives a written notice from Owner stating that a default time of and immediately after giving effect to the Proposed Borrowing, no Default or an event Event of default Default has occurred and is continuing; and (C) after giving effect to such Proposed Borrowing, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1 of the Credit Agreement shall not exceed the maximum Consolidated Total Leverage Ratio permitted under Section 6.12 of the Prime Lease or that an event or circumstance Credit Agreement for such period. The Borrower has occurred which with notice and/or passage caused this Borrowing Request to be executed and delivered by its duly authorized officer as of time would constitute a default or event of default under the Prime Leasedate first written above. Very truly yours, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly FITBIT, INC. By: Name: Title: Reference is made to the Owner or Revolving Credit and Guaranty Agreement, dated as of August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among FitBit, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto (the “Lenders”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as the Owner may direct.Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent, the other agents named therein and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., as Issuing Bank and Swing Line Lender. Pursuant to Section 2.4 of the Credit Agreement, the Borrower desires a Letter of Credit to be issued in accordance with the terms and conditions of the Credit Agreement on [—] (the “Credit Date”) in an aggregate face amount of $[ , , ]. Attached hereto for each such Letter of Credit are the following: (a) the stated amount of such Letter of Credit;

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant (a) Upon receipt of evidence reasonably satisfactory to the terms and provisions Borrowers of the loss, theft, destruction or mutilation of this Sublease Note, the Borrowers shall execute and deliver, in lieu of this Note, a new Note executed in the same manner as this Note, in the same principal amount as the unpaid principal and interest amount of this Note. (b) Any provision of this Note may be amended, waived or modified upon the written agreement of the Borrowers and the Prime LeaseStockholders’ Representative. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) Any waiver of any provision of this Sublease Note shall be effective only in the specific instance and for a period commencing at 12:00:01 A.M. the specific purpose for which given. (c) The rights and obligations of the Borrowers and the Stockholders’ Representative of this Note shall be binding upon and benefit their respective successors, assigns, heirs, administrators and transferees. (d) This Note shall be governed by and construed under the laws of the State of Delaware, without regard to its conflicts-of-law provisions. (e) No delay or failure on the Commencement Date part of the Prime Lease Stockholders’ Representative to collect amounts owing under this Note or to exercise any rights or remedies hereunder or under applicable law shall operate as a waiver thereof. (the “Commencement Date”)f) Each Borrower, for itself, its successors and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)assigns, as applicablehereby waives diligence, presentment, protest and demand and notice of the Prime Lease terminates pursuant to its terms (the “Expiration Date”)protest, unless sooner terminated pursuant to the terms demand, dishonor and provisions non-payment of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that timeNote. 1.02 This Sublease is(g) The Borrowers shall, jointly and shall be at severally, pay all times, subject out-of-pocket costs and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises expenses (including, without limitation, any the reasonable fees, charges and all increases disbursements of outside counsel actually incurred at standard hourly rates) incurred by the Stockholders’ Representative, its successors and permitted assigns in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance connection with the minimum coverage amounts required under Section 22 enforcement or protection of the Prime Lease. All such insurance policies so maintained shall be its rights in accordance connection with the requirements of Section 22 in the Prime Leasethis Note. 1.03 The parties further agree that the Subtenant shall have (h) This Note may be executed in one or more counterparts, each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to mean the Sublandlord herein this Note may be transmitted by facsimile or email PDF and wherever in the Prime Lease the term “Tenant” such facsimile or “Operator” is used it shall email PDF will, for all purposes, be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations original signature of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenantsuch party whose signature it reproduces, and Subtenant does not assume and shall not will be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Subleasebinding upon such party. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases Concurrently with the ALF Premises execution of this Lease, Tenant shall deliver to SubtenantLandlord, pursuant as collateral for the full performance by Tenant of all of its obligations under the Lease and for all losses and damages Landlord may suffer as a result of Tenant’s failure to the terms and comply with one or more provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date including, but not limited to, any post lease termination damages under section 1951.2 of the Prime Lease California Civil Code, a standby, unconditional, irrevocable, transferable letter of credit (the “Commencement DateLetter of Credit”) in the form of Exhibit H to the Lease and containing the terms required herein, in the face amount of $475,000.00 (the “Letter of Credit Amount”), and ending on such date that the Term naming Landlord as beneficiary, issued (or Extended Term (as such terms are defined confirmed) by a financial institution headquartered in the Prime Lease), as applicable, of the Prime Lease terminates pursuant United States and acceptable to its terms Landlord (the “Issuing Bank”), permitting multiple and partial draws thereon from a location in San Francisco, California (or, alternatively, permitting draws via overnight courier or facsimile), and otherwise in form acceptable to Landlord in its sole discretion. The list of acceptable Issuing Banks is attached to this Lease as Exhibit H-1. The Letter of Credit shall be “callable” at sight, permit partial draws and multiple presentations and drawings, and be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the attorney’s fees incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) Business Days of billing. Tenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, amendment, renewal, amendment or extension) in the Letter of Credit Amount through the date (the “Final LC Expiration Date”) that is the later to occur of (x) the date that is ninety (90) days after the scheduled expiration of the Term and (y) the date that is ninety (90) days after Tenant vacates the Premises and completes any restoration or repair obligations. In furtherance of the foregoing, the Letter of Credit shall contain a so-called “evergreen provision,” whereby the Letter of Credit will automatically be renewed unless at least sixty (60) days’ prior written notice of non-renewal is provided by the Issuing Bank to Landlord; provided, however, that any final expiration date identified in the Letter of Credit, beyond which the Letter of Credit shall not automatically renew, shall not be earlier than the Final LC Expiration Date. If the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the Issuing Bank), unless sooner terminated pursuant Tenant shall deliver a new or amended Letter of Credit or certificate of renewal or extension to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two Landlord not later than thirty (230) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months days prior to the expiration date of the Letter of Credit then current term held by Landlord. Any renewal, amended or replacement Letter of Credit shall comply with all of the provisions of this SubleaseSection 2. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord The Letter of Credit shall timely and validly exercise be transferable by the beneficiary (with all transfer costs being the responsibility of Tenant). Neither Landlord nor its corresponding extension option under the Prime, in accordance with the terms and provisions successors or assigns will be bound by any assignment or encumbrance or attempted assignment or attempted encumbrance of the Prime Lease for the valid exercise Letter of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide Credit by all terms and conditions set forth Tenant in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes violation of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease)Section 2. 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases Tenant, at its expense, shall design, fabricate, install, maintain, repair, replace, operate and remove the ALF Premises to Subtenant, pursuant to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the PrimeBuilding Signage, in accordance each case in a first class manner consistent with the terms a first-class office building and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at in compliance with all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder)Laws. Without limiting the generality foregoing, Tenant shall not install or modify the Building Signage until after obtaining and providing copies to Landlord of all permits and approvals necessary therefor. Tenant shall be solely responsible, at its expense, for obtaining such permits and approvals; provided, however, that Landlord shall reasonably cooperate with Tenant, at no material cost or liability to Landlord, in executing permit applications and performing any other ministerial acts reasonably necessary to enable Tenant to obtain such permits and approvals. Within 30 days after the expiration or earlier termination of this Lease (or, if earlier, the date on which Tenant becomes no longer entitled to Building Signage under this Section 4), Tenant, at its expense, shall remove the Building Signage and restore all damage to the Building caused by its installation, operation or removal. Notwithstanding any contrary provision of this I Pase , Tenant, not Landlord, shall, at its expense, (i) cause its property insurance policy to cover the Building Signage, and (ii) promptly repair the Building Signage if it is damaged by fire or any other casualty (unless Tenant, by prompt written notice to Landlord, elects to remove the Building Signage altogether, in which event Tenant shall no longer be entitled to Building Signage under this Section 4). Except as may be expressly provided in this Section 4, the installation, maintenance, repair, replacement, removal and any other work performed by Tenant affecting the Building Signage shall be governed by the provisions of Sections 7.2 and 7.3 of this Lease as if such work were an Alteration. If an emergency results from Tenant’s failure to maintain, repair, replace, operate or remove the Building Signage as required under this Section 4, then, without limiting Landlord’s remedies, Landlord, at its option, with notice to Tenant (by telephone, e-mail, fax or any other reasonable method, notwithstanding Section 25.1 of this Lease), may perform such maintenance, repair, replacement, operation or removal, in which event Tenant shall reimburse Landlord for the reasonable cost thereof upon Landlord’s demand. The costs of any utilities consumed in operation of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained Building Signage shall be paid by Tenant upon Landlord’s demand in accordance with the requirements Section 3 of Section 22 in the Prime this Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York. FOR VALUE RECEIVED, [NAME of PAYER] (the “Payer”), hereby subleases promises to pay on demand to the ALF Premises order of __________ or its assigns (the “Payee”), in lawful money of __________ in immediately available funds, at such location as the Payee shall from time to Subtenanttime designate, pursuant the unpaid principal amount of all loans and advances made by the Payee to the Payer. The Payer promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payer and Payee. Upon the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payer, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. This Note is one of the Intercompany Notes referred to in the Credit Agreement, dated as of November 28, 2001, as amended and restated as of April 10, 2002, as further amended and restated as of December 22, 2005, among Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), Compass Minerals Group, Inc., Sifto Canada Corp., Salt Union Limited, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”) and is subject to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease isthereof, and shall be at all times, subject and subordinate pledged by the Payee pursuant to the Prime Lease US Collateral and Guaranty Agreement or the applicable Foreign Pledge Agreement (each as defined in the Credit Agreement). The Payer hereby acknowledges and agrees that the Collateral Agent (as defined in the US Collateral and Guaranty Agreement or the applicable Foreign Pledge Agreement) may, pursuant to such agreement as in effect from time to time, exercise all rights provided therein with respect to this Note].7 This Note, and all of the Payer’s obligations hereunder, shall be subordinate and junior to all matters to which Senior Indebtedness (as defined in Section 1.07 of Annex A hereto) on the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinAnnex A hereto, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby which Annex A is incorporated herein by reference and made a part hereof. Subtenant hereof as if set forth herein in its entirety.8 The Payee is hereby expressly assumes authorized to record all loans and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect advances made by it to the ALF Premises Payer (includingall of which shall be evidenced by this Note), without limitation, any and all increases repayments or prepayments thereof in rent books and other charges thereunder). Without limiting the generality records, such books and records constituting prima facie evidence of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 accuracy of the Prime Leaseinformation contained therein. All such insurance policies so maintained shall be _______________________ 1 Insert in accordance with the requirements of Section 22 in the Prime Leaseeach Intercompany Note held by a Credit Party. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases 2.1 Disbursement requests - shall be based on the ALF Premises models provided in this Annex, - shall indicate the KfW reference number, - shall be numbered consecutively throughout the Project/ Programme, - shall be duly signed by the persons who have been authorized to Subtenant, pursuant do so by the formal representative of the Authorized Party (“Authorized Representative”) and of whom ▇▇▇ has received specimen original signatures according to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease model provided in Attachment A (the “Commencement DateAuthorized Signatory/Signatories”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, - and shall be at submitted in original to KfW’s Transactions Management department (TMa). In general, ▇▇▇ will only accept originally signed disbursement requests. Exceptions shall be subject to KfW’s prior consent. In case of such exceptions, the Authorized Party releases KfW from all timesliability regarding any damage resulting from false transmission, subject and subordinate due in particular to transmission errors, abuse, misunderstanding, or mistakes. 2.2 Except to the Prime Lease and extent that the Agreement, the Separate Agreement or this Annex contain any provision to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth contrary, disbursements shall be made in the Prime Lease as if Subtenant were currency indicated in the tenant under the Prime Lease with respect disbursement request to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained bank account specified in the Prime Lease disbursement request. Notwithstanding the foregoing, if (i) the currency indicated in the disbursement request is not readily available to KfW in the amount requested, or (ii) the disbursement in the currency indicated would contravene any law or regulation applicable to KfW, KfW shall give notice to the ALF Premises Authorized Party and, without incurring any liability (other than in the case of KfW’s gross negligence or wilful misconduct), be entitled to disregard the disbursement request. The foregoing shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect without prejudice to the ALF Premises (Authorized Party’s right to submit another disbursement request for a disbursement in Euro or the currency committed in the Agreement. It is the obligation of the Authorized Party to supply KfW with complete and correct bank details for disbursements including correspondent bank details if relevant. KfW shall not be liable for any damage, loss, costs or liability caused by failed bank transfers including, without limitation, if the amount requested by the Authorized Party cannot be credited to the bank account specified in the disbursement request in the currency requested, or if the Authorized Party fails to indicate complete and correct bank account details in the respective disbursement request) unless such damage, loss, costs or liability was caused by KfW’s gross negligence or wilful misconduct. If KfW determines that the information provided in the disbursement request is incomplete or incorrect, KfW is, without incurring any liability (other than in the case of KfW’s gross negligence or wilful misconduct), entitled to complete or replace the bank account details by using publicly available information (such as Bankers Almanac for determining the correspondent bank) and/or information set out in the underlying invoice. KfW is entitled to use said account details for all further disbursements, unless a subsequent disbursement request by the Authorized Party contains new complete and all increases correct information. If the Authorized Party requests a disbursement in rent and a currency other charges thereunderthan the currency committed in the Agreement (the “Foreign Currency“), KfW will debit the Project Account with the total equivalent in the currency committed of the amount expended by KfW for the procurement of the Foreign Currency (inclusive of incidental expenses). Without limiting the generality of Notwithstanding the foregoing, Subtenant KfW is entitled to request that the final disbursement request shall maintain be for an amount in the benefit of Owner, Sublandlord, and Subtenant currency committed in the types of insurance with Agreement. If the minimum coverage amounts required under Section 22 Authorized Party requests a payment of the Prime Lease. All such insurance policies so maintained shall be equivalent of an amount denominated in accordance with one currency (the requirements “First Currency”) in another currency (the “Second Currency”) (e.g. equivalent of Section 22 USD in EUR), KfW shall, unless a clear stipulation to the contrary exists either in the Prime LeaseAgreement, the Separate Agreement, this Annex or the contract which forms the basis of the payment, be entitled to use a market- oriented exchange rate to convert the amount from the First Currency to the Second Currency. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and 2.3 KfW shall not be liable for delays caused by transferring banking institutions in the disbursement or remittance of Fund or if the Authorized Party fails to provide a duly executed disbursement request in accordance with Article 2.2 above. If, however, KfW is responsible for any person delay, its liability will, other than in cases of gross negligence or entity for obligations arising under the Prime Lease with respect wilful misconduct, be limited to the period prior payment of interest accrued. 2.4 Following each disbursement, KfW shall send a disbursement advice to the Commencement Date Authorized Party. Provided that an e-mail address has been communicated to KfW using the model in Attachment B, this disbursement advice shall be sent via e-mail on the payment date. If no e-mail address is provided, KfW shall send a summary of disbursement advices to the Authorized Party by regular mail on a monthly basis. 2.5 Without prejudice to provisions to the contrary in the Agreement, the Separate Agreement or this Annex, any original documentation evidencing the proper expenditure of Funds disbursed according to the provisions of this SubleaseAnnex (including, but not limited to invoices, certificates, etc. 1.05 Sublandlord hereby authorizes Subtenant to deal directly ) shall be kept for a minimum of five years after completion of the Project/ Programme, and shall be accessible for inspection by KfW or any third party instructed by KfW (e.g. auditors) at all times. Upon request, KfW or any third party instructed by KfW shall be furnished with the Owner with respect to copies of any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealingsdocumentation. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS AGREEMENT AND ASSUMPTION AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ASSUMPTION (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, TO THE EXTENT THEY WOULD REQUIRE THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. 1 Select appropriate representation. 2 Insert if assignment is to an Affiliated Lender (other than an Affiliated Debt Fund). 3 Insert if assignment is to an Affiliated Lender (other than an Affiliated Debt Fund). FORM OF LIQUIDITY CERTIFICATE39 Reference is hereby made to the Prime Lease. The term Credit Agreement, dated as of February 11, 2019 (as such term the same may be extended pursuant amended, restated, amended and restated, supplemented or otherwise modified from time to this Section 1.01time in accordance with its terms, the “Initial TermCredit Agreement”) of this Sublease shall be for ), by and among Invoice Cloud, Inc., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (the “Commencement DateBorrower”), and ending as successor by merger on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant Closing Date to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇ Merger Sub, Inc., a Delaware corporation (“Merger Sub”), ▇▇; provided that Subtenant shall keep Sublandlord apprised▇▇▇▇▇ Midco, LLC, a Delaware limited liability company (“Holdings”), the financial institutions party thereto from time to time as lenders (the “Lenders”), Ares Capital Corporation, as administrative agent and as collateral agent (in a timely fashionsuch capacities, “Administrative Agent”), and the other parties from time to time party thereto. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement. This certificate is being delivered pursuant to Section 6.1(g) of the Credit Agreement. The Borrower hereby certifies that, as of [____],40 the sum of (a) Unrestricted Cash of the Group Members plus (b) the difference between the Revolving Loan Commitment Amount and the Total Utilization of Revolving Loan Commitments meets or exceeds $4,000,000, as reflected on the attached Schedule 1. The computations set forth on the attached Schedule 1 were prepared by the Borrower in good faith. The foregoing certifications, together with the computations set forth on the attached Schedule 1, are made and delivered as of the date first written above. 39 To be delivered within 30 days after the end of each month, beginning with the month ending March 31, 2019 through the month ending January 31, 2022. 40 To be dated as of the month end date. IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed by its duly Authorized Officer as of the date first set forth above. INVOICE CLOUD, INC. By: Name: Title: The sum, without duplication, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.following:

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all the termshereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, covenants which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and conditions contained in the Prime Lease applicable to the ALF Premises Assumption by telecopy shall be applicable to this Sublease and are hereby incorporated herein and made effective as delivery of a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes manually executed counterpart of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein Assignment and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant hereinAssumption. The rights This Assignment and obligations of Sublandlord Assumption and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner parties under this Assignment and Sublandlord to each other under Assumption shall be governed by, and construed and interpreted in accordance with, the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms law of the Prime Lease shall control over this Sublease). 1.04 This Sublease is State of New York without regard to principles of conflicts of laws to the extent that the same are not an assignment mandatorily applicable by statute and the application of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not laws of another jurisdiction would be liable to any person or entity for obligations arising under the Prime Lease with respect required thereby. Reference is made to the period prior Mezzanine Credit Agreement, dated as of July 31, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the “Mezzanine Credit Agreement”), among Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub Corporation, a Delaware corporation, Booz ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto, Credit Suisse, as Administrative Agent (in such capacity, the “Administrative Agent”) and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and ▇; provided that Subtenant ▇▇▇▇▇ Brothers Inc., as Joint Lead Arrangers and Joint Bookrunners. Unless otherwise defined herein, terms defined in the Mezzanine Credit Agreement and used herein shall keep Sublandlord apprised, have the meanings given to them in a timely fashion, the Mezzanine Credit Agreement. (the “Non-US Lender”) is providing this certificate pursuant to Section 2.10(d) of all such dealingsthe Mezzanine Credit Agreement. The Non-US Lender hereby represents and warrants that: 1. The Non-US Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by Note(s) in respect of which it is providing this certificate. 1.06 2. The income from the Loans held by the Non-US Lender is not effectively connected with the conduct of a trade or business within the United States. 3. The Non-US Lender is not a “bank” as such term is used in Section 881(c)(3)(A) of the Code. In this regard, the event that Subtenant receives Non-US Lender further represents and warrants that: (a) the Non-US Lender is not subject to regulatory or other legal requirements as a written notice bank in any jurisdiction; and (b) the Non-US Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from Owner stating that a default tax, securities law or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may directlegal requirements.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all the termshereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, covenants which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and conditions contained in the Prime Lease applicable to the ALF Premises Assumption by telecopy shall be applicable to this Sublease and are hereby incorporated herein and made effective as delivery of a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes manually executed counterpart of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein Assignment and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant hereinAssumption. The rights This Assignment and obligations of Sublandlord Assumption and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner parties under this Assignment and Sublandlord to each other under Assumption shall be governed by, and construed and interpreted in accordance with, the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms law of the Prime Lease shall control over this Sublease). 1.04 This Sublease is State of New York without regard to principles of conflicts of laws to the extent that the same are not an assignment mandatorily applicable by statute and the application of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not laws of another jurisdiction would be liable to any person or entity for obligations arising under the Prime Lease with respect required thereby. Reference is made to the period prior Credit Agreement, dated as of July 31, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the “Credit Agreement”), among Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub Corporation, a Delaware corporation, Booz ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto, Credit Suisse, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, Bank of America, N.A., as Syndication Agent, ▇; provided that Subtenant ▇▇▇▇▇ Brothers Commercial Bank, C.I.T. Leasing Corporation and Sumitomo Mitsui Banking Corporation, as Documentation Agents, Credit Suisse, as Issuing Lender and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇ Brothers Inc. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers and Joint Bookrunners. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall keep Sublandlord apprised, have the meanings given to them in a timely fashion, the Credit Agreement. (the “Non-US Lender”) is providing this certificate pursuant to Section 2.20(d) of all such dealingsthe Credit Agreement. The Non-US Lender hereby represents and warrants that: 1. The Non-US Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by Note(s) in respect of which it is providing this certificate. 1.06 2. The income from the Loans held by the Non-US Lender is not effectively connected with the conduct of a trade or business within the United States. 3. The Non-US Lender is not a “bank” as such term is used in Section 881(c)(3)(A) of the Code. In this regard, the event Non-US Lender further represents and warrants that: (a) the Non-US Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and (b) the Non-US Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements. 4. The Non-US Lender is not a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code. 5. The Non-US Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(B) of the Code. We have furnished you with a certificate of our non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the Non-US Lender agrees that Subtenant receives (1) if the information provided on this certificate changes, the Non-US Lender shall inform the Borrower (for the benefit of the Borrower and the Administrative Agent) in writing within 30 days of such change and (2) the Non-US Lender shall furnish the Borrower (for the benefit of the Borrower and the Administrative Agent) a written notice from Owner stating that a default or an event of default has occurred under properly completed and currently effective certificate in either the Prime Lease or that an event or circumstance has occurred calendar year in which with notice and/or passage of time would constitute a default or event of default under payment is to be made by the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly Borrower to the Owner Non-US Lender, or as in either of the Owner may directtwo calendar years preceding such payment.

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises to Subtenantbenefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to the terms and provisions that certain Credit Agreement, dated as of this Sublease and the Prime Lease. The term March 8, 2016 (as such term it may be extended pursuant amended, supplemented, restated or otherwise modified from time to this Section 1.01time, the “Initial TermCredit Agreement”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on ; the Commencement Date of the Prime Lease (the “Commencement Date”terms defined therein and not otherwise defined herein being used herein as therein defined), by and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided ▇ Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and Wilmington Trust, National Association, as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.14 of the Credit Agreement, the undersigned hereby: (a) agrees that Subtenant shall keep Sublandlord apprisedthis Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct in all material respects both before and after giving effect to this Counterpart Agreement (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct in all material respect as of such earlier date (other than those representations and warranties that are subject to a timely fashionmateriality qualifier, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), if applicable to the undersigned; (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such dealingsterm is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. 1.06 Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In the event that Subtenant receives a written notice from Owner stating that a default case any provision in or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due obligation under this Sublease directly to Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the Owner validity, legality and enforceability of the remaining provisions or as the Owner may directobligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms and provisions of this Sublease Assignment and Assumption by the Assignee and the Prime LeaseAssignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The term This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 11, 2013 (as such term may be extended pursuant amended, restated, extended, supplemented or otherwise modified in writing from time to this Section 1.01time, the “Initial TermAgreement”) of this Sublease shall be for ; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (the “Commencement DateBorrower”), and ending on such date that Tupperware International Holdings B.V., a private limited liability company organized under the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, laws of the Prime Lease terminates pursuant to its terms Netherlands (the “Expiration DateSubsidiary Borrower”), unless sooner terminated the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to the terms and provisions Section 404 of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings-▇▇▇▇▇. 1.06 In 1. Attached hereto as Schedule 1 are the event that Subtenant receives unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a written notice from Owner stating that detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a default or an event view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and [to the best knowledge of default the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred under and is continuing.] [the Prime Lease following covenants or that an event conditions have not been performed or circumstance has occurred which with notice and/or passage observed and the following is a list of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent each such Default and other sums due under this Sublease directly to the Owner or as the Owner may direct.its nature and status:]

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by fax transmission or other electronic mail transmission (e.g., “pdf’ or “tiff’) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of New York. [***] Confidential treatment has been requested for the bracketed portions. The term confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. TO: Credit Suisse AG, Cayman Islands Branch, as Administrative Agent RE: Credit Agreement, dated as of April 1, 2015, by and among Sunrun Inc. (as such term may be extended pursuant to this Section 1.01“Sunrun”), a Delaware corporation, AEE Solar, Inc., a California corporation, Sunrun South LLC, a Delaware limited liability company, and Sunrun Installation Services Inc., a Delaware corporation (collectively, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement DateBorrowers”), the Guarantors, the Lenders, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and ending on such date that the Term or Extended Term Silicon Valley Bank, as Collateral Agent (as such terms are defined in the Prime Lease)amended, as applicablemodified, of the Prime Lease terminates pursuant extended, restated, replaced or supplemented from time to its terms (time, the “Expiration DateCredit Agreement”), unless sooner terminated pursuant to ; capitalized terms used and not otherwise defined herein shall have the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions meaning set forth in the Prime Lease Credit Agreement) DATE: [Date] The undersigned Responsible Officer1 hereby certifies as if Subtenant were of the tenant under date hereof that [he/she] is the Prime Lease with respect [ ] of Sunrun, and that, as such, [he/she] is authorized to execute and deliver this Compliance Certificate (this “Certificate”) to the ALF PremisesAdministrative Agent on the behalf of Sunrun and the other Loan Parties, and that: 1. Except as otherwise provided herein, The Loan Parties have delivered the parties agree that all year-end audited financial statements required by Section 6.01(a) of the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, Credit Agreement for the benefit fiscal year of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality Sunrun ended as of the foregoingabove date, Subtenant shall maintain together with the report and opinion of an independent certified public accountant required by Section 6.01(a) of the Credit Agreement. 1. The Loan Parties have delivered the unaudited financial statements required by Section 6.01(b)(i) of the Credit Agreement for the benefit fiscal quarter of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 Sunrun ended as of the Prime Lease. All such insurance policies so maintained shall be above date, which Consolidated financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of Sunrun in accordance with GAAP 1 This Certificate should be from the requirements chief executive officer, chief financial officer, treasurer or controller of Section 22 the Borrowers, as applicable. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. as of such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements are fairly stated in all material respects when considered in relation to the Prime LeaseConsolidated financial statements of Sunrun. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein2. The rights undersigned has reviewed and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event familiar with the terms of the Prime Lease shall control over this Sublease)Credit Agreement and has made, or has caused to be made under [his/her] supervision, a detailed review of the transactions and condition (financial or otherwise) of Sunrun and its Subsidiaries during the accounting period covered by such financial statements. 1.04 This Sublease is not an assignment 3. A review of the Prime Lease by Sublandlord activities of Sunrun and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to Subtenantdetermining whether during such fiscal period Sunrun and each of the other Loan Parties performed and observed all their obligations under the Loan Documents, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect [to the best knowledge of the undersigned, during such fiscal period prior each of the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [to the Commencement Date best knowledge of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any undersigned, the following covenants or conditions have not been performed or observed and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in following is a timely fashion, list of all each such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent Default and other sums due under this Sublease directly to the Owner or as the Owner may direct.its nature and status:]

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant to the terms and provisions Concurrently with ▇▇▇▇▇▇’s execution of this Sublease Lease, Tenant shall deliver to Landlord, as additional collateral for the full performance by Tenant of all of its obligations under this Lease and the Prime for all losses and damages Landlord may suffer as a result of any Default by Tenant under this Lease. The term (as such term may be extended pursuant to this , including, but not limited to, any post lease termination damages under Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date 1951.2 of the Prime Lease California Civil Code, a standby, unconditional, irrevocable, transferable letter of credit (the “Commencement DateLetter of Credit”) in the form of Exhibit K attached hereto and containing the terms required herein, in the face amount of [***] (the “Letter of Credit Amount”), and ending on such date that naming Landlord as beneficiary, issued by a financial institution acceptable to Landlord in Landlord’s sole discretion (provided Landlord hereby approves the Term or Extended Term (as such terms are defined following issuers in the Prime Lease)advance: ▇▇▇▇▇ Fargo, as applicableUS Bank, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”)Citibank, unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided ▇ and Bank of America), permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in its sole discretion. Tenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in the Letter of Credit Amount (as the same may be reduced or increased as described in Subparagraph 7(f) below) through the date (the “Final LC Expiration Date”) that Subtenant is 60 days after the scheduled expiration date of the Term or any renewal Term of this Lease. If the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), Tenant shall keep Sublandlord apprised, in deliver a timely fashion, new Letter of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default Credit or an event certificate of default has occurred under the Prime Lease renewal or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly extension to Landlord not later than thirty (30) days prior to the Owner expiration date of the Letter of Credit then held by Landlord. Any renewal or replacement Letter of Credit shall comply with all of the provisions of this Paragraph 7, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the Owner expiring Letter of Credit or such other terms as may directbe acceptable to Landlord in its sole discretion.

General Provisions. 1.01 Sublandlord hereby subleases a. Any check presented for deposit into this escrow by a party shall be subject to clearance thereof and ESCROW AGENT shall not be obligated to act upon nor disburse against any such funds until notified by the ALF Premises bank that said check has cleared. Any fees imposed by the clearing bank will be the responsibility of the drawer of the instrument. EFFECTIVE 10/1/2009, NEVADA REVISED STATUTES REQUIRE THAT THE FUNDS USED FOR CLOSING MUST BE ONE OF THE FOLLOWING FORMS: i. CASH ii. INTERBANK ELECTRONIC TRANSFER (WIRED FUNDS) iii. CASHIER’S CHECK OR CERTIFIED CHECK DRAWN ON A NEVADA BANKING INSTITUTION WILL CREATE A 24 HOUR DELAY FROM DATE OF DEPOSIT. A CASHIER’S CHECK DRAWN ON A NON-NEVADA BANK IS NOT ACCEPTABLE FOR IMMEDIATE CLOSING AND COULD CREATE A DELAY OF SEVERAL DAYS AFTER THE DATE OF DEPOSIT. b. A party requesting cancellation of this escrow shall notify ESCROW AGENT in writing and shall simultaneously notify the other parties in writing. c. Unless written objection to Subtenantany cancellation notice is received by ESCROW AGENT within one (1) business days following ESCROW AGENT’S notification of said cancellation, pursuant ESCROW AGENT is authorized at its discretion to comply with such cancellation notice upon payment of its cancellation charges and expenditures. If a written objection is received, ESCROW AGENT, acting in its sole discretion, may hold all or part of any money or instruments in this escrow pending mutual written instructions by the parties hereto, or an order by a court of competent jurisdiction. d. Notwithstanding anything to the contrary herein all parties agree that ESCROW AGENT shall have the right, at its sole discretion, to file a suit or counter claim in interpleader and to obtain an order from the court directing disbursement of the funds. If such suit or claim is brought, the parties jointly and severally agree to pay ESCROW AGENT all costs, expenses and reasonable attorney fees which it may expend or incur in such interpleader action, the amount thereof to be fixed and judgment therefore to be rendered by the court in such suit. Upon the filing of such suit or counterclaim ESCROW AGENT shall thereupon be fully released and discharged from all obligations to further perform any duties or obligations otherwise imposed by the terms and provisions of this Sublease escrow. e. Nonpublic personal information about parties is provided to ESCROW AGENT from information the parties submit on documents and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms from others who are defined involved in the Prime Lease)transaction. ESCROW AGENT does not disclose any nonpublic personal information about its customers or former customers to anyone, except as applicable, of required by law. ESCROW AGENT restricts access to nonpublic personal information about the Prime Lease terminates pursuant parties to its terms (the “Expiration Date”), unless sooner terminated pursuant those employees who need to know that information in order to provide products or services to the terms parties. ESCROW AGENT maintain physical, electronic and provisions procedural safeguards that comply with federal regulations to guard the parties’ nonpublic personal information. f. ESCROW AGENT shall cause recordation and/or filing of this Sublease and/or original conveyance/security documents, if any, with the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (eachappropriate State/County Public Official Records Office. g. Upon the close of escrow, or a request for cancellation, ESCROW AGENT is hereby authorized to retain out of any funds deposited in said escrow, a “Renewal Option”), to extend the Initial Term reasonable service charge of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six twenty-five (6$25.00) months nor more than twelve (12) months prior to dollars per month for the expiration administration of said funds. In addition, should this escrow be cancelled, ESCROW AGENT may impose a reasonable cancellation fee for services performed. h. In the event that funds from this transaction remain in an account held by ESCROW AGENT for such a period of time that they are deemed “abandoned” under the provisions of Chapter 120A of the then current term Nevada Revised Statutes, ESCROW AGENT is hereby authorized to impose a reasonable charge upon the dormant escrow account. Said charge shall be no less than $5.00 per month and may not exceed the highest rate of this Subleasecharge permitted by statute or regulation. Sublandlord hereby covenants ESCROW AGENT is further authorized and agrees directed to deduct the charge from the dormant escrow account for as long as the funds are held by ESCROW AGENT. i. It is expressly understood and agreed that if Subtenant exercises a Renewal Option under this SubleaseESCROW AGENT, then Sublandlord shall timely and validly without any obligation to exercise its corresponding extension option under the Primesuch right, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having retains the right to exercise resign as ESCROW AGENT and/or to refrain from taking any act which at the extension at that timesole discretion of ESCROW AGENT, is deemed inadvisable. No liability shall accrue to ESCROW AGENT for any such act or forbearance. 1.02 This Sublease isj. In the event there are any clerical, and shall typographical or scrivener errors to be at all timescorrected after the close of escrow, subject and subordinate ESCROW AGENT is authorized to make such corrections as are necessary to make the documents conform to the Prime Lease escrow instructions and to all matters to other agreements upon which the Prime Lease transaction is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Leasebased. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ k. ▇▇▇▇▇▇▇▇; provided ▇ is hereby made aware that Subtenant shall keep Sublandlord apprisedthere is a regulation which became effective January 1, 1987 that requires all escrow agents to complete a modified 1099 form, based upon specific information known only between parties in this transaction and ESCROW AGENT. ESCROW AGENT is hereby authorized and instructed to provide this information to the Internal Revenue Service after the close of escrow in the manner prescribed. It is understood that without this information, this transaction will not close with Nevada Title Company as the ESCROW AGENT. l. The law requires that businesses report cash payments of more than $10,000.00, in a timely fashionsingle transaction or a related transaction, to the federal government by filing IRS/FinCEN Form 8300. Cash includes cash and currency, and may also include cashier’s checks, bank drafts, traveler’s checks and money orders with a face value of all such dealings$10,000.00 or less, if the business receives the instrument in (a) a designated reporting transaction; or (b) any transaction in which the business knows the customer is trying to avoid reporting of the transaction on Form 8300. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Leasem. THE PARTIES AND ESCROW AGENT BY THEIR SIGNATURES ON THE ESCROW AGREEMENT, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may directHEREBY EVIDENCE THEIR ACCEPTANCE AND APPROVAL OF THE TERMS SET FORTH IN THESE ADDITIONAL TERMS AND CONDITIONS.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and accrue to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the Prime Leaseinternal laws of the State of New York without regard to conflict of laws principles thereof. The term Reference is made to the Credit and Guaranty Agreement, dated as of July 13, 2010 (as such term it may be extended pursuant to this Section 1.01amended, supplemented or otherwise modified, the “Initial TermCredit Agreement”) of this Sublease shall be for ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Exopack Holding Corp., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (the “Commencement DateBorrower”), Exopack Key Holdings, LLC, a Delaware limited liability company, and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)certain Subsidiaries of Borrower, as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinGuarantors, the parties agree that all the terms, covenants Lenders party thereto from time to time and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, as Syndication Agent, Administrative Agent and Documentation Agent. Pursuant to Section 2.16(c) of the Credit Agreement, the undersigned hereby certifies that it is not a “bank”, or a “10-percent-shareholder” or a “controlled foreign corporation” related to Borrower, each as described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. By: ____________________________ Name: Title: 1. We are, respectively, the chief executive officer and the chief financial officer of EXOPACK HOLDINGS CORP., a Delaware corporation (“Borrower”). 2. We have reviewed the terms of Section 3 of the Credit and Guaranty Agreement, dated as of July 13, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, Exopack Key Holdings, LLC, a Delaware limited liability company and certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time and ▇▇▇▇▇▇▇ Sachs Lending Partners LLC, as Syndication Agent, Administrative Agent and Documentation Agent, and the definitions and provisions contained in such Credit Agreement relating thereto, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein. 3. Based upon our review and examination described in paragraph 2 above, we certify, on behalf of Borrower, that as of the date hereof: (i) the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; provided that Subtenant shall keep Sublandlord apprisedthat, in each case, such materiality qualifier is not applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ii) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a timely fashion, of all such dealingsDefault. 1.06 In 4. Attached as Annex A hereto are true and complete (and, where applicable, executed and conformed) copies of each of the event that Subtenant receives a written notice from Owner stating that a default Acquisition Documents, and we have reviewed the terms of each of such documents and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly informed opinion as to the Owner matters referred to in paragraph 3. 5. Each Credit Party has requested ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Kreis, Enderle, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. to deliver to Administrative Agent and Lenders on the Closing Date favorable written opinions in form and substance reasonably satisfactory to the Administrative Agent and Arranger. 6. Attached hereto as Annex B are true, complete and correct copies of (a) the Historical Financial Statements, (b) any additional audited and unaudited financial statements for all recent, probable or pending acquisitions required to be disclosed to the holders of the Existing Notes and prepared in accordance with the Borrower’s historical methodology as posted to the Owner may directholders of the Existing Notes on the Borrower’s web-site, including the Agreed Synergies and (c) pro forma consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the Closing Date, and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, which pro forma financial statements shall be prepared in accordance with the Borrower’s historical methodology as posted to the holders of the Existing Notes on the Borrower’s web-site, and including the Agreed Synergies.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime LeaseAssumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The term (as such term may This Assignment and Assumption shall be extended pursuant to this Section 1.01governed by, and construed in accordance with, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date law of the Prime Lease State of New York, without regard to conflict of laws principles. THIS GUARANTY JOINDER AGREEMENT (this “Agreement”), dated as of _____________, 20__, is by and between [INSERT NEW GUARANTOR], a [INSERT TYPE OF ORGANIZATION] (the “Commencement DateSubsidiary”), and ending on such date BANK OF AMERICA, N. A., in its capacity as Administrative Agent under that the Term or Extended Term certain Credit Agreement (as such terms are defined in it may be amended, modified, restated or supplemented from time to time, the Prime Lease“Credit Agreement”), dated as applicableof August 16, of the Prime Lease terminates pursuant to its terms 2011, by and among Omega Healthcare Investors, Inc. (the “Expiration DateBorrower”), unless sooner terminated pursuant the Guarantors party thereto, the Lenders and Bank of America, N. A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the terms and Credit Agreement. The Credit Parties are required under the provisions of this Sublease and/or Section 6.15 of the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, Credit Agreement to cause the Subsidiary to become a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “TermGuarantor”. Each Renewal Option for each Extension Term may be exercised by SubtenantAccordingly, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord Subsidiary hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance as follows with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound byAdministrative Agent, for the benefit of Sublandlordthe Lenders: 1. The Subsidiary hereby acknowledges, each agrees and every obligationconfirms that, liabilityby its execution of this Agreement, responsibility and duty of Sublandlord under the Prime Lease with respect Subsidiary will be deemed to be a party to the ALF Premises (includingGuaranty and a “Guarantor” for all purposes of the Guaranty, without limitationand shall have all of the obligations of a Guarantor thereunder as if it had executed the Guaranty. The Subsidiary hereby ratifies, any as of the date hereof, and agrees to be bound by, all increases of the terms, provisions and conditions applicable to the Guarantor contained in rent and other charges thereunder)the Guaranty. Without limiting the generality of the foregoingforegoing terms of this paragraph 1, Subtenant shall maintain for the benefit of Owner, Sublandlord, Subsidiary hereby (i) jointly and Subtenant the types of insurance severally together with the minimum coverage amounts required under Section 22 other Guarantors, guarantees to each Lender and the Administrative Agent, the prompt payment and performance of the Prime Lease. All such insurance policies so maintained shall be Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the requirements of Section 22 in the Prime Leaseterms thereof. 1.03 2. The parties further agree that the Subtenant shall have each and every address of the rights Subsidiary for purposes of all notices and privileges other communications is described on Schedule 10.02 of the Sublandlord under Credit Agreement. 3. The Subsidiary hereby waives acceptance by the Prime Lease with respect to Administrative Agent and the ALF Premises. For Lenders of the purposes guaranty by the Subsidiary upon the execution of this Sublease of Agreement by the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease)Subsidiary. 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Acceptance shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of Georgia. CHAR1\936505v2 THIS SUBSIDIARY GUARANTY AGREEMENT, dated as of February 28, 2007 (the “Subsidiary Guaranty Agreement”) among each of the Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”) from time to Subtenanttime parties hereto, and, Bank of America, N.A., a national banking association as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Amended and Restated Revolving Credit Agreement dated as of February 28, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), swingline lender (in such capacity, the “Swingline Lender”) and issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to to, and upon the terms and provisions subject to the conditions specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of this Sublease Subsidiary Guaranty Agreement. As consideration therefor and in order to induce the Lenders to make Loans and the Prime Lease. The term (as such term may be extended pursuant Issuing Bank to this Section 1.01issue Letters of Credit, the “Initial Term”) of Guarantors are willing to execute this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime LeaseSubsidiary Guaranty Agreement. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinAccordingly, the parties hereto agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.follows:

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Acceptance shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of New York. The term FOR VALUE RECEIVED, the undersigned Borrower (as such term may be extended pursuant defined below) hereby promises to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease pay to or its registered assigns (the “Commencement DateLender”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease Second Lien Credit Agreement (as hereinafter defined), the principal amount of (a) [ ] ($[ ]), or, if less, (b) the aggregate unpaid principal amount, if any, of the Term Loan made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 3, 2017 (the “Credit Agreement”), among Focus Financial Partners, LLC, as Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and collectively the “Lenders”) and Royal Bank of Canada, as the Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement). The Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the valid exercise account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such renewal optionother place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, subject such unpaid amount shall bear interest, to Sublandlord having be paid upon demand, from the right to exercise due date thereof until the extension date of actual payment (and before as well as after judgment) computed at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions per annum rate set forth in the Prime Lease Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term Loan evidenced hereby is guaranteed and secured as if Subtenant were provided therein and in the tenant under other Credit Documents. Upon the Prime Lease occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself and its respective successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. By: Name: Title: This Compliance Certificate is delivered pursuant to Section 9.1(d) of the ALF Premises. Except Second Lien Credit Agreement, dated as of July 3, 2017 (as amended, restated, amended and restated, supplemented or otherwise provided hereinmodified from time to time, the “Credit Agreement”) among Focus Financial Partners, LLC, as the Borrower (the “Borrower”), the lending institutions from time to time parties agree that all thereto (each a “Lender” and collectively the terms“Lenders”) and Royal Bank of Canada, covenants as the Administrative Agent and conditions contained the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunderCredit Agreement). Without limiting The undersigned hereby certifies, solely in the generality capacity as an Authorized Officer of the foregoing, Subtenant shall maintain for the benefit of Owner, SublandlordBorrower, and Subtenant not individually, as follows: 1. No Default or Event of Default has occurred during the types of insurance with most recently ended fiscal [year][period] to which this Compliance Certificate relates (the minimum coverage amounts required under Section 22 “Relevant Period”) and is continuing as of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by referencedate hereof[, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Subleaseas set forth below:](1). 1.04 This Sublease is not an assignment 2. Set forth on Annex I hereto are computations demonstrating, as of the Prime Lease by Sublandlord to Subtenantend of the Relevant Period, the Total Secured Leverage Ratio. 3. There has been no change in the identity of the Restricted Subsidiaries and Subtenant does not assume and shall not be liable to any person Unrestricted Subsidiaries since [the Closing Date][the date of the most recent fiscal year or entity for obligations arising under the Prime Lease with respect to the period ended prior to the Commencement Date of this SubleaseRelevant Period][, except as set forth on Annex II hereto]. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant to the terms and provisions 5.01 As payment of its services as escrow agent under this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01Agreement, the “Initial Term”) Parties shall pay $500.00 as compensation for Escrow Agent’s services performed under this Agreement as well as reimburse the Escrow Agent for its reasonable costs and expenses incurred in connection with the performance by it of service under this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date Escrow Agreement (including reasonable fees and expenses of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”Escrow Agent's counsel). The Initial Term together Escrow Fee shall be paid 50% by the Sellers and 50% by the Buyer. The Escrow Agent will submit statements for its fees, charges and other out-of-pocket expenses incurred in connection with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term this Agreement. 5.02 All notices, claims, demands, or other communications which may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) or are required to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord be given hereunder shall timely and validly exercise its corresponding extension option under the Prime, be in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, writing and shall be at all times, subject deemed to have been duly and subordinate properly given if personally delivered or mailed by registered or certified mail to the Prime Lease and to all matters to which Parties or the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth Escrow Agent, as the case may be, at the addresses provided in the Prime Lease first paragraph of this Agreement. Any Party or the Escrow Agent may, by proper written notice to the others, change its address for purposes hereof. 5.03 This Agreement shall terminate upon the earlier of (a) written notice by Escrow Agent as if Subtenant were provided for in Section 2.03 above, or (b) the tenant under final distribution or destruction by the Prime Lease Escrow Agent of the Escrow Documents and any funds deposited into the escrow account as provided for in Section 2.02 above; provided, however, all indemnifications in favor of the Escrow Agent shall survive any such termination. 5.04 This Agreement shall be binding upon and inure to the benefit of the Parties and the Escrow Agent, and their respective legal representatives, successors, and assigns. 5.05 THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO. 5.06 Neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the Party against whom enforcement of the change, waiver, discharge, or termination is sought. 5.07 This Agreement, for convenience only, has been divided into Articles and Sections and it is understood that the rights, powers, privileges, duties, and other legal relations of the Parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections. 5.08 This Agreement constitutes the entire agreement of the Parties hereto with respect to the ALF Premisessubject hereof and shall supersede any prior agreement among such Parties, whether written or oral, relating to the subject hereof. As between Buyer and Sellers, this Agreement does not modify, alter, or amend the Purchase Agreement and if any conflict or inconsistency exists between such Purchase Agreement and this Agreement, then such Purchase Agreement shall control as between the parties thereto. 5.09 Except as otherwise expressly provided herein, the parties agree that all this Agreement is not intended to create, nor shall it be construed to create, any rights in any third party under doctrines concerning third-party beneficiaries. 5.10 If any action or proceeding is necessary to enforce any of the terms, covenants and provisions or conditions contained in of this Agreement, including any claim or demand, or to interpret this Agreement, the Prime Lease applicable to the ALF Premises prevailing Party shall be applicable awarded and shall recover its reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which it may otherwise be entitled, whether or not such action or proceeding is prosecuted to judgment. 5.11 For the sake of simplicity in execution, this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and Agreement may be bound by, for the benefit executed by original or telefax signature in any number of Sublandlordcounterparts, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it which shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it an original hereof. All counterparts of this Agreement which are executed by telefax signature shall be deemed to mean the Subtenant herein. The rights valid and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except binding as original signatures for those provisions in the Prime Lease which are directly contradicted by this Sublease all purposes (in which event the terms of the Prime Lease shall control over this Subleaseevidentiary or otherwise). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases (a) Immediately upon receipt, You must provide Star RV with every summons, complaint or paper in relation to any accident or loss involving the ALF Premises Vehicle. (b) You irrevocably release and hold harmless Star RV, its employees and agents, from all claims for loss or damage to Subtenant, pursuant to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term personal property owned by You or Extended Term (as such terms are defined others left in the Prime Lease)Vehicle, as applicableor which is received, of handled or stored by Star RV at any time before, during or after the Prime Lease terminates pursuant rental period, whether due to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that timeStar RV’s negligence or otherwise. 1.02 This Sublease is(c) Except as provided by law, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth You or passengers in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and Vehicle are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises not (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable deemed to be) the agent, servant or employee of Star RV for any person purpose whatsoever. (d) Star RV gives no express warranties in relation to the Vehicle. Certain conditions and warranties are implied by statute, which cannot be excluded, restricted or entity for obligations arising modified, such as those under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any Fair Trading Act 1986 and all matters arising under the Prime Lease insofar as they involve the Consumer Guarantees ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised. Where Star RV is permitted to limit its liability under those statutes or any other statute (including, without limitation, the Sale of Goods Act 1908) for breach of any implied condition or warranty, Star RV limits its liability to replacement, repair or re-supply of the Vehicle. All warranties, conditions and other obligations which may otherwise be implied are expressly excluded by this Agreement in a timely fashiontheir entirety. Star RV is not liable to You or any other person for any indirect, of all such dealings. 1.06 special, incidental or consequential loss relating to this Agreement. In the event that Subtenant receives of no alternative vehicle being available to You, Star RV's liability is limited to a written notice from Owner stating that a default refund of the rental charge or an event in the case of default has occurred under mechanical failure (unless caused by the Prime Lease or that an event or circumstance has occurred which with notice and/or passage renter) the remainder of time would constitute a default or event the hire period. (e) No right of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due Star RV under this Sublease directly Agreement can be waived except by writing of an authorised officer of Star RV. (f) A goods and services tax (GST) or any similar tax, any other tax, merchants fee, duty surcharge, levy or fee (‘charges’) may be imposed by local, regional or state government pursuant to this Agreement and collected by Star RV. In that situation, Star RV may in addition to the Owner rental charge, recover from You an additional amount on account of the charges. Any additional amount on account of the charges shall be calculated without any deduction or set-off of any other amount and is payable to Star RV upon demand. (g) You acknowledge that Star RV retains title to the Vehicle at all times and agree not to part with possession, dispose of, encumber or assign any right or interest in the Vehicle and not create any lien on the Vehicle for repairs. (h) You acknowledge that Star RV has not in any way represented itself to You as an entity carrying on the Owner may directbusiness of insurance, and nor has Star RV made any recommendations to You, or given You any opinion or guidance in relation to any insurance product.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Acceptance shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all the termshereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, covenants which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and conditions contained in the Prime Lease applicable to the ALF Premises Acceptance by telecopy or other electronic transmission shall be applicable to effective as delivery of a manually executed counterpart of this Sublease Assignment and are hereby incorporated herein Acceptance. This Assignment and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, SublandlordAcceptance, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner parties hereunder, shall be governed by, and Sublandlord construed and interpreted in accordance with, the law of the State of New York. ANNEX 1-2 $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to each other pay to [Revolving Credit Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Revolving Credit Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the Prime Leasesame may be amended, which is incorporated restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein by reference, except for those provisions shall have the meanings assigned to such terms in the Prime Lease which are directly contradicted by this Sublease (in which event Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the terms Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Prime Lease Revolving Credit Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall control over this Sublease). 1.04 This Sublease be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not an assignment paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Prime Lease by Sublandlord Default Rate. The Revolving Credit Loans evidenced hereby are subject to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prepayment prior to the Commencement Date Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Revolving Credit Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Sublease. 1.05 Sublandlord Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Revolving Credit Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Revolving Credit Loans)] $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby authorizes Subtenant unconditionally promises to deal directly pay to [Term Loan Lender] or its registered assigns (the “Lender”), in accordance with the Owner with respect provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and all matters arising under before as well as after judgment) at the Prime Lease insofar as they involve Default Rate. The Term Loans evidenced hereby are subject to prepayment prior to the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprisedMaturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with of this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Term Loan Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a timely fashionDelaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to [Term C Loan Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of all such dealings. 1.06 In Term C Loans made by the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly Lender to the Owner or Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the Owner same may directbe amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term C Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Term C Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term C Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Term C Loan Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: INCREMENTAL AMENDMENT, dated as of [ , 20 ] (this “Agreement”), by and among [LENDERS PROVIDING NEW LOANS] (each, a “New Loan Lender” and, collectively, the “New Loan Lenders”), TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”) and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of New York. The term SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (as such term may be extended pursuant the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to this Section 1.01time party to the Credit Agreement, the “Initial TermBorrowers”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date ), each subsidiary of the Prime Lease Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Commencement DateAdministrative Agent”), and ending on such date that behalf of the Term or Extended Term Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as such terms are defined in the Prime Lease)amended, as applicablerestated, of the Prime Lease terminates pursuant supplemented or otherwise modified from time to its terms (time, the “Expiration DateCredit Agreement”), unless sooner terminated pursuant among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior Borrowers subject to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as if Subtenant were defined below) is a Subsidiary of the tenant under Company and an affiliate of the Prime Lease with respect Borrowers, will derive substantial benefits from the extension of credit to the ALF PremisesBorrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Except as otherwise provided hereinAccordingly, the parties hereto agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.follows:

General Provisions. 1.01 Sublandlord hereby subleases Within 45 days after the ALF Premises date of this Lease, Tenant shall deliver to SubtenantLandlord, pursuant as collateral for the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of Tenant’s Failure to the terms and Comply (as defined in Section 3.02 below) with one or more provisions of this Sublease and Lease, a standby, unconditional, irrevocable, transferable letter of credit (the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term‘‘Letter of Credit”) in the form of this Sublease Exhibit H hereto and containing the terms required herein or such other form as mutually agreed upon by the parties, in the face amount of $125,345.00 (the ‘‘Letter of Credit Amount”), naming Landlord as beneficiary, issued (or confirmed) by ▇▇▇▇▇ Fargo, or a financial institution reasonably acceptable to Landlord permitting multiple and partial draws thereon as provided herein. Tenant shall cause the Letter of Credit to be for a period commencing at 12:00:01 A.M. on continuously maintained in effect (whether through replacement, renewal or extension) in the Commencement Date Letter of Credit Amount through the Prime Lease date (the “Commencement Final LC Expiration Date”), and ending on such ) that is 60 days after the scheduled expiration date that of the Term or Extended Term any renewal Term. If the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (as such terms are defined in whether by reason of a stated expiration date or a notice of termination or non-renewal given by the Prime Leaseissuing bank), as applicable, Tenant shall deliver a new Letter of the Prime Lease terminates pursuant to its terms Credit or certificate of renewal or extension (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Noticeor Replacement LC”) to Sublandlord Landlord not less later than six (6) months nor more than twelve (12) months 60 days prior to the expiration date of the Letter of Credit then current term held by Landlord. Any Renewal or Replacement LC shall comply with all of the provisions of this SubleaseSection 3, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion. Sublandlord hereby covenants and agrees that if Subtenant exercises Notwithstanding the foregoing, Landlord will have the right to require Tenant to deliver a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, or Replacement LC issued in accordance with the terms and provisions above requirements from a different issuer if any of the Prime Lease for following events (“Issuer Events”) occur: (i) the valid exercise Tier-1 Capital Ratio (as defined below) of such renewal optionissuer subsequently falls below five percent (5%), or (ii) if the issuer becomes subject to Sublandlord having an FDIC or similar state or federal receivership or conservatorship and the Letter of Credit is repudiated or terminated in connection therewith, or (iii) the issuer is placed on an FDIC “watch list”, or (iv) if Landlord analyzes such issuer’s capitalization, asset quality, earnings, and/or liquidity and in Landlord’s reasonable discretion, disapproves of such issuer’s financial wherewithal and ability to remain as the issuer of the Letter of Credit. Tenant shall deliver to Landlord a Renewal or Replacement LC within 10 Business Days following Tenant’s receipt (or deemed receipt) from Landlord of notice of the occurrence of such Issuer Event. As used herein, the term “Tier-1 Capital Ratio” shall mean, as to an issuer, the ratio of (x) the sum of common stockholders’ equity, non-cumulative perpetual preferred stock, and minority interests in consolidated subsidiaries, less intangible assets, to (y) total assets, all as calculated pursuant to and in accordance with 12 CFR Part 325, such ratio being a measure of such bank’s or institution’s availability of core capital to satisfy unexpected losses. Upon receipt of a Renewal or Replacement LC, Landlord shall return the original Letter of Credit then held by Landlord to Tenant within 10 Business Days thereafter. In the alternative, Tenant shall have the right to exercise present the extension Renewal or Replacement LC in person to Landlord at that time. 1.02 This Sublease is, the location where Landlord keeps and shall be at all times, subject and subordinate maintains its letters of credit in order to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made effect a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality simultaneous exchange of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance Renewal or Replacement LC with the minimum coverage amounts required under Section 22 original Letter of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime LeaseCredit then held by Landlord. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime Lease. The term (Assumption by facsimile or by email as such term may a “.pdf” or “.tif” attachment shall be extended pursuant to this Section 1.01, the “Initial Term”) effective as delivery of a manually executed counterpart of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), Assignment and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms Assumption. It is understood and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal optionagreed that, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinany Requirement of Law, the parties agree that all the termswords “execution”, covenants “signed”, “signature”, “delivery” and conditions contained words of like import in the Prime Lease applicable to the ALF Premises shall be applicable or relating to this Sublease Assignment and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it Assumption shall be deemed to mean include any Electronic Signature, delivery or the Sublandlord herein keeping of any record in electronic form, each of which shall have the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system to the extent and wherever as provided for in any applicable Requirements of Law, including the Prime Lease Federal Electronic Signatures in Global and National Commerce Act, the term “Tenant” New York State Electronic Signatures and Records Act, or “Operator” is used it any similar state laws based on the Uniform Electronic Transactions Act. This Assignment and Assumption and any claim, controversy or dispute arising under or related to this Assignment and Assumption, whether in tort, contract (at law or in equity) or otherwise, shall be deemed to mean governed by, and construed and interpreted in accordance with, the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations laws of the Owner State of New York. 16 Insert bracketed language if Assignor is an Affiliated Lender. JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below [and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇Swingline Lender]17 ▇▇ ▇. ▇▇▇▇▇▇▇▇; provided ▇ St. Chicago, IL 60603 Attention: [***] Tel: [***] Fax [***] Email: [***] [__________] [__], 20[__]18 Ladies and Gentlemen: Reference is hereby made to that Subtenant shall keep Sublandlord apprisedcertain Credit Agreement, dated as of March 11, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Credit Agreement”), by and among Cava Group, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the Issuing Banks from time to time party thereto and JPMorgan Chase Bank, N.A., in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its permitted successors and assigns, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. The undersigned hereby gives you notice pursuant to Section [2.03][2.04] of the Credit Agreement that it requests a timely fashionBorrowing and in that connection sets forth below the terms on which the Borrowings are requested to be made: 1. Date of Borrowing (which shall be a Business Day) [__________] [__], 20[__] 17 Include bracketed language for Borrowing of all Swingline Loans. 18 The Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) not later than (i) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement, five Business Days prior to the requested day of any Borrowing of RFR Loans) (or one Business Day in the case of any Borrowing of Term Benchmark Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such dealingslater time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request Term Benchmark Loans having an Interest Period other than one, three or six months in duration or such shorter period as provided in the definition of “Interest Period”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 12:00 p.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such ▇▇▇▇▇▇ has delivered written notice to the Administrative Agent indicating that such Interest Period is not available to such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (C) not later than 10:00 a.m. three Business Days before the requested date of the relevant Borrowing, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. With respect to Swingline Loans, the Swingline Lender and the Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) not later than 12:00 p.m. on the day of the proposed Swingline Loan. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event 2. Aggregate Amount of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage Borrowing $[__________]19 3. Type of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.Borrowing [__________]20

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of New York. The term SUBSIDIARY GUARANTEE AGREEMENT dated as of August 27, 2015, among each of the Subsidiaries listed on Schedule I hereto (as each such term may be extended pursuant to this Section 1.01subsidiary individually, a “Guarantor” and collectively, the “Initial TermGuarantors”) of this Sublease shall be for DELTIC TIMBER CORPORATION, a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (the “Commencement DateBorrower”), and ending on such date that AMERICAN AGCREDIT, PCA, as administrative agent (the Term or Extended Term “Administrative Agent”) for the Lenders (as such terms are defined in the Prime LeaseCredit Agreement referred to below). Reference is made to the Term Loan Credit Agreement dated as of the date hereof (as the same may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), as applicableamong the Borrower, of the Prime Lease terminates pursuant lenders from time to its terms time party thereto (the “Expiration DateLenders”) and American AgCredit, PCA, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lenders have agreed to make Loans to the Borrower pursuant to, unless sooner terminated pursuant to and upon the terms and provisions subject to the conditions specified in, the Credit Agreement. Each of this Sublease and/or the Prime Lease. Subtenant Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend it will derive substantial benefit from the Initial Term making of this Sublease for an additional period of five (5) years each (each, an “Extension Term”)the Loans by the Lenders. The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration obligations of the then current term Lenders to make Loans are conditioned on, among other things, the execution and delivery by the Guarantors of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth Subsidiary Guarantee Agreement in the Prime Lease as if Subtenant were form hereof. As consideration therefor and in order to induce the tenant under the Prime Lease with respect Lenders to the ALF Premises. Except as otherwise provided hereinmake Loans, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable Guarantors are willing to the ALF Premises shall be applicable to execute this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF PremisesSubsidiary Guarantee Agreement. For the purposes of this Sublease of Agreement, the ALF Premises, wherever following terms when used in this Agreement shall have the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed meanings assigned to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.them below:

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Acceptance shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. FOR VALUE RECEIVED, the undersigned Borrowers (as defined below), jointly and severally, hereby promise to pay to [_________________] or its registered assigns (the “Lender”), in accordance with the provisions of this Sublease and the Prime Lease. The term Credit Agreement (as such term may be extended pursuant hereinafter defined), the principal amount of (a) $[_______], or, if less, (b) the aggregate unpaid principal amount, if any, of the [Term Loans] made by the Lender to this Section 1.01the undersigned Borrowers under that certain Credit Agreement, dated as of October 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Initial TermCredit Agreement”) of this Sublease shall be for ), among MIRION INTERMEDIATECO, INC., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (“Holdings”), MIRION TECHNOLOGIES (US HOLDINGS), INC., a Delaware corporation (the “Commencement DateParent Borrower”), and ending on such date that the Term or Extended Term MIRION TECHNOLOGIES (as such terms are defined in the Prime LeaseUS), as applicableINC., of the Prime Lease terminates pursuant to its terms a Delaware corporation (the “Expiration DateSubsidiary Borrower” and together with the Parent Borrower and any Additional Borrowers (as defined therein), the “Borrowers”), unless sooner terminated pursuant the lending institutions from time to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options time parties thereto (each, a “Renewal OptionLender” and, collectively, the “Lenders”)) and CITIBANK, to extend N.A., as the Initial Term Administrative Agent, the Collateral Agent and a Letter of this Sublease for an additional period of five Credit Issuer (5) years each (each, an “Extension Term”capitalized terms used but not defined herein have the meanings provided in the Credit Agreement). The Initial undersigned Borrowers, jointly and severally, promise to pay interest on the unpaid principal amount of the [Term together with each Extension Term are collectively referred Loan] made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to herein the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the “Term”Administrative Agent shall have specified. Each Renewal Option for each Extension Term may If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be exercised by Subtenantpaid upon demand, by Subtenant giving written notice from the due date thereof until the date of actual payment (an “Option Notice”and before as well as after judgment) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to computed at the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions per annum rate set forth in the Prime Lease Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The [Term Loan] evidenced hereby is guaranteed and secured as if Subtenant were provided therein and in the tenant under other Credit Documents. Upon the Prime Lease occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The [Term Loan] made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Leasethereto. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Acceptance shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. FOR VALUE RECEIVED, the undersigned Borrower (as defined below) hereby promises to pay to [•] or its registered assigns (the “Lender”), in accordance with the provisions of this Sublease and the Prime Lease. The term Credit Agreement (as such term may be extended pursuant hereinafter defined), the principal amount of (a) $[•], or, if less, (b) the aggregate unpaid principal amount, if any, of the [Initial Term Loan / New Term Loan] made by the Lender to this Section 1.01the Borrower under that certain Credit Agreement, dated as of March 26, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Initial TermCredit Agreement”) of this Sublease shall be for ), among Carbonite, Inc., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (the “Commencement DateBorrower”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant lenders from time to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options time party thereto (each, a “Renewal OptionLender” and, collectively, the “Lenders”)) and Barclays Bank PLC, to extend as the Initial Term of this Sublease for an additional period of five Administrative Agent and the Collateral Agent (5in such capacities, the “Administrative Agent”) years each (each, an “Extension Term”capitalized terms used but not defined herein having the meaning provided in the Credit Agreement). The Borrower promises to pay interest on the unpaid principal amount of the [Initial Term together with each Extension Loan / New Term are collectively Loan] made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to herein in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The [Initial Term Loan / New Term Loan] evidenced hereby is guaranteed and secured as provided therein and in the other Credit Documents. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The [Initial Term Loan / New Term Loan] made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Carbonite, Inc., as the Borrower By: Name: Title: FOR VALUE RECEIVED, the undersigned Borrower (as defined below) hereby promises to pay to [•] or its registered assigns (the “TermLender”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime), in accordance with the terms and provisions of the Prime Lease Credit Agreement (as hereinafter defined), the principal amount of (a) $[•], or, if less, (b) the aggregate unpaid principal amount, if any, of the Revolving Credit Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of March 26, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Carbonite, Inc., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and Barclays Bank PLC, as the Administrative Agent and the Collateral Agent (in such capacities, the “Administrative Agent”) (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement). The Borrower promises to pay interest on the unpaid principal amount of the Revolving Credit Loans made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the valid exercise account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such renewal optionother place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, subject such unpaid amount shall bear interest, to Sublandlord having be paid upon demand, from the right to exercise due date thereof until the extension date of actual payment (and before as well as after judgment) computed at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions per annum rate set forth in the Prime Lease Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Revolving Credit Loans evidenced hereby are guaranteed and secured as if Subtenant were provided therein and in the tenant under other Credit Documents. Upon the Prime Lease occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. [Signature Page Follows] THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. CARBONITE, INC., as the Borrower By: Name: Title: Reference is made to the ALF Premises. Except Credit Agreement, dated as of March 26, 2019 (as amended, restated, supplemented or otherwise provided hereinmodified from time to time, the parties agree that all “Credit Agreement”), among Carbonite, Inc., a Delaware corporation (the terms“Borrower”), covenants the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and conditions contained Barclays Bank PLC, as the Administrative Agent and the Collateral Agent (in such capacities, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Prime Lease applicable Credit Agreement. Pursuant to the ALF Premises shall be applicable to provisions of Section 5.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this Sublease and are hereby incorporated herein and made certificate, (ii) it is not a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by“bank” within the meaning of Section 881(c)(3)(A) of the Code, for (iii) it is not a ten percent shareholder of the benefit Borrower within the meaning of SublandlordSection 871(h)(3)(B) of the Code, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect (iv) it is not a “controlled foreign corporation” related to the ALF Premises Borrower as described in Section 881(c)(3)(C) of the Code and (includingv) no payments in connection with any Credit Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, without limitationthe undersigned agrees that (1) if the information provided on this certificate changes, any the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all increases times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in rent either the calendar year in which each payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment. [Signature Page Follows] [Lender] By:____________________________________________ Name: Title: [Address] Dated: ______________________ Reference is made to the Credit Agreement, dated as of March 26, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Carbonite, Inc., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and other charges thereunderBarclays Bank PLC, as the Administrative Agent and the Collateral Agent (in such capacities, the “Administrative Agent”). Without limiting Capitalized terms used but not defined herein shall have the generality meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 5.4(e) of the foregoingCredit Agreement, Subtenant shall maintain for the benefit undersigned hereby certifies that (i) it is the sole record owner of Ownerthe participation in respect of which it is providing this certificate, Sublandlord(ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and Subtenant the types of insurance (vi) no payments in connection with any Credit Document are effectively connected with the minimum coverage amounts required under Section 22 undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by one of the Prime Leasefollowing forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an Internal Revenue Service Form W-8BEN or W-8BEN-E or (ii) an Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8-BEN-E from each of such partners/members beneficial owners that is claiming the portfolio interest exemption. All By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such insurance policies so maintained Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in accordance either of the two calendar years preceding such payment. [Signature Page Follows] [Participant] By:___________________________________________ Name: Title: [Address] Dated: ______________________ Reference is made to the Credit Agreement, dated as of March 26, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Carbonite, Inc., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and Barclays Bank PLC, as the Administrative Agent and the Collateral Agent (in such capacities, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 5.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no payments in connection with any Credit Document are effectively connected with the requirements undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment. [Signature Page Follows] [Participant] By:__________________________________________ Name: Title: [Address] Dated: ______________________ Reference is made to the Credit Agreement, dated as of March 26, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Carbonite, Inc., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and Barclays Bank PLC, as the Administrative Agent and the Collateral Agent (in such capacities, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 22 5.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the Prime Lease. 1.03 sole beneficial owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no payments in connection with any Credit Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The parties further agree undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the Subtenant portfolio interest exemption: (i) an Internal Revenue Service Form W-8BEN or W-8BEN-E or (ii) an Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E from each of such partners/members beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each and every payment is to be made to the undersigned, or in either of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premisestwo calendar years preceding such payment. For the purposes of this Sublease of the ALF Premises[Signature Page Follows] [Lender] By:________________________________________ Name: Title: [Address] Dated: ______________________ To: Barclays Bank PLC, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.Administ

General Provisions. 1.01 Sublandlord This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of Georgia. $15,000,000.00 Date: November ___, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ FOR VALUE RECEIVED, the undersigned, BNC BANCORP, a North Carolina corporation (the “Borrower”), hereby subleases promises to pay to SYNOVUS BANK (the ALF Premises “Lender”) or its registered assigns at the Payment Office, on the Maturity Date (as defined in the 364-Day Revolving Credit Agreement dated as of November ___, 2014 (as the same may be amended, supplemented or otherwise modified from time to Subtenanttime, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), between the Borrower and Synovus Bank), the lesser of the principal sum of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) and the aggregate unpaid principal amount of the Revolving Loans made by the Lender to the Borrower pursuant to the terms Credit Agreement, in lawful money of the United States of America in immediately available funds, and provisions to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. The Borrower shall make principal payments on this Revolving Credit Note as set forth in Section 2.5 of the Credit Agreement. The Revolving Loans evidenced by this Sublease Revolving Credit Note and all payments and prepayments of the principal hereof and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease date thereof shall be for a period commencing at 12:00:01 A.M. endorsed by the holder hereof on the Commencement Date schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the Prime Lease (holder hereof to make such a notation or any error in such notation shall not affect the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, obligations of the Prime Lease terminates pursuant Borrower to its terms (make the “Expiration Date”), unless sooner terminated pursuant to the terms payments of principal and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement. Upon the occurrence of an Event of Default (as defined in the Credit Agreement), the Borrower promises to pay interest, on demand, at a rate or rates provided in the Credit Agreement. This Revolving Credit Note is issued in connection with, and is entitled to the benefits of, the Credit Agreement which, among other things, contains provisions for the payment of principal and interest at stated intervals, acceleration of the maturity hereof upon the happening of certain events and for the amendment or waiver of certain provisions of the Prime Lease for Credit Agreement, all upon the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premisestherein specified. Except as otherwise provided herein, the parties agree that all the terms, covenants THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. By: Name: Title: Exhibit B - 2 LOANS AND PAYMENTS Date Amount and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit Type of Sublandlord, each and every obligation, liability, responsibility and duty Loan Payments of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality Principal Unpaid PrincipalBalance of the foregoing, Subtenant shall maintain for the benefit Revolving Credit Note Name of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the PersonMaking Notation Synovus Bank ▇▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ladies and Gentlemen: Reference is made to the 364-Day Revolving Credit Agreement dated as of November ___, 2014 (as amended and in a timely fashioneffect on the date hereof, the “Credit Agreement”), between the undersigned, as Borrower, and Synovus Bank. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes the Notice of all such dealings. 1.06 In Borrowing, and the event that Subtenant receives a written notice from Owner stating that a default or an event Borrower hereby requests funding of default has occurred the Revolving Loans under the Prime Lease or Credit Agreement, and in that an event or circumstance has occurred connection the Borrower specifies the following information: (A) Principal amount of Revolving Loan: $_________________ (B) Date of Borrowing (which with notice and/or passage shall be a Business Day): ______ ___, 201__ (C) Interest Rate Basis: Base Rate (D) Location and number of time would constitute a default or event Borrower’s account to which proceeds of default under the Prime LeaseRevolving Loan are to be disbursed: Very truly yours, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.BNC BANCORP By: Name: Title:

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile, email or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. The undersigned, , [Chief Financial Officer] [Chief Executive Officer] [Senior Vice President] of PROJECT ANGEL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), is familiar with the properties, businesses, assets and liabilities of the Holdings and its Subsidiaries and is duly authorized to Subtenant, execute this certificate (this “Solvency Certificate”) on behalf of the Holdings. This Solvency Certificate is delivered pursuant to the terms and provisions Senior Secured First Lien Credit Agreement, dated as of this Sublease and the Prime Lease. The term May 31, 2018 (as such term may be extended pursuant amended, restated, refinanced, extended, supplemented or otherwise modified in writing from time to this Section 1.01time, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement DateCredit Agreement”), among Project Angel Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Project Angel Holdings, LLC, a Delaware limited liability company (“Initial Borrower”), MeridianLink, Inc., a California corporation (“ML Target” and ending on such date that together with Initial Borrower, each a “Borrower” and collectively, the Term or Extended Term “Borrowers”), the Lenders from time to time party thereto and Antares Capital LP (as such terms are defined in the Prime Lease“Antares”), as applicableAdministrative Agent, an L/C Issuer and as Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meanings in the Credit Agreement. 1. The undersigned certifies, on behalf of the Prime Lease terminates pursuant to its terms (the “Expiration Date”)Holdings and not in his or her individual capacity, unless sooner terminated pursuant that he or she has made such investigation and inquiries as to the terms financial condition of Holdings and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein its Subsidiaries as the “Term”. Each Renewal Option undersigned deems necessary and prudent for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of providing this Sublease Solvency Certificate. The undersigned acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with the making of Loans under the Credit Agreement. 2. The undersigned certifies, on behalf of Holdings and not in his or her individual capacity, that (a) the financial information, projections and assumptions which underlie and form the basis for the representations made in this Solvency Certificate were made in good faith and were based on assumptions reasonably believed by Holdings to be fair in light of the ALF Premisescircumstances existing at the time made and continue to be fair as of the date hereof; and (b) for purposes of providing this Solvency Certificate, wherever the amount of contingent liabilities has been computed as the amount that, in the Prime Lease light of all the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein facts and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations circumstances existing as of the Owner time of such computation, represents the amount that can reasonably be expected to become an actual or matured liability. BASED ON THE FOREGOING, the undersigned certifies, on behalf of Holdings and Sublandlord to each other under not in his or her individual capacity, that, on the Prime Leasedate hereof, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, both before and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect after giving effect to the period prior Transactions (and the Loans made or to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent be made and other sums due under this Sublease directly obligations incurred or to be incurred on the Owner or Initial Closing Date) Holdings and its Subsidiaries, taken as the Owner may directa whole, are Solvent.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of New York. The term $[ ] October 27, 2015 FOR VALUE RECEIVED, the undersigned, MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited partnership, the Borrower under that certain Amended and Restated Credit Agreement, dated as of October 27, 2015 (as such term may be extended pursuant amended, restated, amended and restated, extended, supplemented or otherwise modified from time to this Section 1.01time, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement DateCredit Agreement”), and ending on such date that among the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinBorrower, the parties agree that all the terms, covenants Lenders party thereto and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised▇ Fargo Bank, in a timely fashionNational Association, of all such dealings. 1.06 In as Administrative Agent for the event that Subtenant receives a written notice Lenders (the “Administrative Agent”), HEREBY PROMISES TO PAY to [ ] (the “Lender”), the amount as may be advanced from Owner stating that a default or an event of default has occurred time to time under the Prime Lease Credit Agreement by the Lender in accordance with such Lender’s Commitment outstanding from time to time. All capitalized terms used herein and not otherwise defined shall have the meanings as defined in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note outstanding from time to time at the place and at such times and at such interest rates as are specified in the Credit Agreement. Payments made by the Borrower in respect of the amounts due hereunder shall be allocated to the Lender by the Administrative Agent on the terms specified in the Credit Agreement. This Note is one of the Notes in respect of the Loans referred to in, and this Note and all provisions herein are entitled to the benefits of, the Credit Agreement. [This Note amends and restates in its entirety that certain promissory note executed in connection with the Existing Credit Agreement and payable to the Lender.] The Credit Agreement, among other things, (a) provides for the making of Loans by the Lender and other Lenders to the Borrower from time to time and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments in whole or in part on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified, and for limitations on the amount of interest paid such that an event no provision of the Credit Agreement or circumstance has occurred which this Note shall require the payment or permit the collection of interest in excess of the Maximum Rate. The Borrower waives grace (except to the extent expressly provided in the Credit Agreement), demand, presentment for payment, notice of dishonor or default, notice of acceleration, notice of intent to accelerate, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon, with notice and/or passage of time would constitute a default or event of default without notice, before or after maturity. This Note shall be governed by and construed under the Prime Lease, Subtenant may without further consent or instruction laws of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may directState of New York.

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic method of transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporation (the “Borrower”), promises to Subtenantpay to ____________________________________ (the “Lender”) on the Revolving Credit Termination Date (or, if the Revolving Credit Termination Date has been extended and the Lender did not consent thereto, the previously effective Revolving Credit Termination Date applicable to the Lender, without giving effect to such extension) __________ DOLLARS ($_____) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of ▇▇▇▇▇ Fargo Bank, National Association in Charlotte, North Carolina, as Agent, together with accrued but unpaid interest thereon. The Borrower shall pay interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of December 13, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Borrower, the lenders party thereto, including the Lender, and ▇▇▇▇▇ Fargo Bank, National Association, as Agent, to which Agreement reference is hereby made for a statement of the terms and provisions of conditions governing this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01Note, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to including the terms and provisions conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. Any assignment of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (eachNote, a “Renewal Option”)or any rights or interest herein, to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may only be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, made in accordance with the terms and provisions conditions of the Prime Lease Agreement. This Note is a registered Note and, as provided in the Agreement, the Borrower, the Agent and the Lenders may treat the person whose name is recorded in the Register as the owner hereof for all purposes, notwithstanding notice to the valid exercise of such renewal option, subject to Sublandlord having contrary. The entries in the right to exercise the extension at that time. 1.02 This Sublease is, and Register shall be at all timesconclusive, subject and subordinate absent manifest error. OKLAHOMA GAS AND ELECTRIC COMPANY By:__________________________________ Name: Title: Reference is made to the Prime Lease and Credit Agreement dated as of December 13, 2011 (as amended, restated, supplemented or otherwise modified from time to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereintime, the parties agree that all “Credit Agreement”) by and among Oklahoma Gas and Electric Company, an Oklahoma corporation, (the terms“Borrower”), covenants the lenders party thereto (the “Lenders”) and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant ▇ Fargo Bank, National Association, as agent (the “Agent”). Capitalized terms used herein which are not defined herein shall keep Sublandlord apprisedhave the meanings assigned thereto in the Credit Agreement. The Borrower, in a timely fashion[__________] (the “Increasing Lender”) and [__________] (the “New Lender”) agree as follows: 1. Subject to Section 2.22 of the Credit Agreement and this Joinder Agreement, the Borrower hereby increases the Aggregate Commitment from $[__________] to $[__________]. This Joinder Agreement is entered into pursuant to, and authorized by, Section 2.22 of all such dealingsthe Credit Agreement. 1.06 In 2. Attached hereto is a Commitment Schedule which reflects the event that Subtenant receives a written notice from Owner stating that a default or an event Commitment of default has occurred each New Lender and Increasing Lender as of the Effective Date of this Joinder Agreement. (a) The Increasing Lender attaches the Note delivered to it under the Prime Lease or Credit Agreement and requests that an event or circumstance has occurred which with notice and/or passage of time would constitute the Borrower exchange such Note for a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly new Note payable to the Owner or Increasing Lender as follows: [NOTE: ONLY APPLICABLE IF INCREASING LENDER HOLDS A NOTE.] (b) The New Lender requests that the Owner may directBorrower issue a new Note payable to the New Lender as follows: [NOTE: ONLY APPLICABLE IF NEW LENDER REQUESTS A NOTE.]

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Acceptance shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Acceptance by telecopy, emailed PDF or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be construed in accordance with and governed by the Prime Leaselaw of the State of New York. The term To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 30, 2014, among Synchrony Financial, a Delaware corporation (as such term may be extended pursuant the “Borrower”), each lender from time to this Section 1.01time party thereto (collectively, the “Initial TermLenders” and individually a “Lender”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease and JPMorgan Chase Bank, N.A., as administrative agent (the “Commencement DateAdministrative Agent”), and ending on such date that the Term or Extended Term ) (as such terms are defined amended, restated, amended and restated, extended, refinanced, replaced, supplemented or otherwise modified in the Prime Lease), as applicable, of the Prime Lease terminates pursuant writing from time to its terms (time the “Expiration DateCredit Agreement”), unless sooner terminated pursuant to ; the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”defined therein being used herein as therein defined). The Initial Term together undersigned hereby certifies, on behalf of the Borrower and not individually, as of the date hereof that [he][she] is a Financial Officer of the Borrower, and that, as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Annex 1 (or filed with each Extension Term the SEC) are collectively referred to herein as the “Term”. Each Renewal Option year-end audited consolidated financial statements of the Borrower required by Section 5.01(a) of the Credit Agreement for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months the fiscal year of the Borrower most recently ended prior to the expiration above date, together with the report and opinion of [KPMG LLP] [an independent certified public accountants of nationally recognized standing] required by such Section. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. Attached hereto as Annex 1 (or filed with the SEC) are the unaudited consolidated financial statements of the then current term Borrower required by Section 5.01(b) of this Subleasethe Credit Agreement for the fiscal quarter of the Borrower most recently ended prior to the above date. Sublandlord hereby covenants Such financial statements fairly present, in all material respects, the financial condition and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely results of operations of the Borrower and validly exercise its corresponding extension option under the Prime, consolidated Subsidiaries in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal optionGAAP consistently applied, subject only to Sublandlord having normal year-end audit adjustments and the right to exercise the extension at that timeabsence of footnotes. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein2. The rights undersigned has reviewed and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event familiar with the terms of the Prime Lease shall control over this Sublease)Credit Agreement and has made, or has caused to be made under [his][her] supervision, a review in reasonable detail of the transactions and conditions (financial or otherwise) of the Borrower during the accounting period covered by the financial statements described in paragraph 1 above. 1.04 This Sublease is not an assignment 3. I have no knowledge of the Prime Lease existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by Sublandlord the financial statements described in paragraph 1 above or as of the date of this Certificate[, except as set forth in a separate attachment, if any, to Subtenantthis Certificate, describing in reasonable detail, the nature of the condition or event and Subtenant does not assume and shall not be liable any action which the Borrower has taken, is taking or proposes to any person or entity for obligations arising under the Prime Lease take with respect to the period prior to the Commencement Date of this Subleasethereto. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.]

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all the termshereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, covenants which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and conditions contained in the Prime Lease applicable to the ALF Premises Assumption by telecopy or by sending a scanned copy by electronic mail shall be applicable to effective as delivery of a manually executed counterpart of this Sublease Assignment and are hereby incorporated herein Assumption. This Assignment and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and Assumption shall be bound governed by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be construed in accordance with with, the requirements of Section 22 in law governing the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF PremisesCredit Agreement. For the purposes of this Sublease of the ALF PremisesLender Assigned Lender’s Commitment Assigned Accommodations Outstanding — $ — $ — Barclays Bank PLC, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Leaseas Administrative Agent Barclays Bank PLC Bank Debt Management Group ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, which is incorporated herein by reference▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Portfolio Manager, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (▇; provided ▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Ladies and Gentlemen: Reference is made to that Subtenant shall keep Sublandlord apprisedcertain amended and restated credit agreement dated as of November 9, 2011 (as further amended, supplemented, replaced or restated from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined) among Open Text ULC, Open Text Inc. Open Text Corporation and Open Text Financing Corporation, as initial borrowers and certain Subsidiaries of Open Text Corporation and Lenders party thereto, Barclays Bank PLC, as sole administrative agent, Barclays Bank PLC, as collateral agent and documentary credit lender, and Barclays Capital and RBC Capital Markets, as joint lead arrangers and joint bookrunners. Please be advised that, pursuant to Section 2.03(2) of the Credit Agreement, Open Text Corporatin hereby designates the undersigned Subsidiary, , a (the “Designated Borrower”), as a “Designated Borrower” in the capacity as a Revolving Credit Borrower under and for all purposes of the Credit Agreement. The Designated Borrower, in a timely fashionconsideration of the agreement of each applicable Revolving Credit Lender to extend credit to it from time to time under, of all such dealings. 1.06 In and on the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred terms and conditions set forth in, the Credit Agreement under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage Revolving Credit Facility does hereby assume each of time would constitute the obligations imposed upon a default or event of default Designated Borrower and a Revolving Credit Borrower under the Prime LeaseCredit Agreement and agrees to be bound by all of the terms and conditions of the Credit Agreement. In furtherance of the foregoing, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent the Designated Borrower hereby represents and other sums due under this Sublease directly warrants to the Owner or Administrative Agent and each of the applicable Revolving Credit Lenders that each of the representations and warranties set forth in Article 6 of the Credit Agreement are true as of the Owner may directdate hereof, except for those changes to the representations and warranties which have been disclosed to and accepted by the Administrative Agent and Lenders pursuant to Section 17.01 and any representation and warranty which is stated to be made as of a certain date (and then as of such date), and that the proceeds of any Accommodation will only be used for purposes permitted under the Credit Agreement.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime Lease. The term (Assumption by telecopy shall be effective as such term may be extended pursuant to this Section 1.01, the “Initial Term”) delivery of a manually executed counterpart of this Sublease Assignment and Assumption. This Assignment and Assumption shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”)governed by, and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, construed in accordance with the terms and provisions law of the Prime Lease for State of New York. , 20 FOR VALUE RECEIVED, the valid exercise undersigned, FEDERAL REALTY INVESTMENT TRUST, a real estate investment trust formed under the laws of such renewal optionthe State of Maryland (the “Borrower”), subject hereby promises to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate pay to the Prime Lease order of ________________ (the “Lender”), in care of ▇▇▇▇▇ Fargo Bank, National Association (together with its successors and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinpermitted assigns, the parties agree that all the terms“Administrative Agent”), covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the at its office located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇; ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, or at such other address as may be specified by the Administrative Agent to the Borrower, the aggregate unpaid principal amount of Bid Rate Loans made by the Lender to the Borrower under the Credit Agreement, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Bid Rate Loan, at such office at the rates and on the dates provided in the Credit Agreement. The date, amount, interest rate and maturity date of each Bid Rate Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Bid Rate Note (this “Note”), endorsed by the Lender on the schedule attached hereto or any continuation thereof, provided that Subtenant the failure of the Lender to make any such recordation or endorsement shall keep Sublandlord apprised, in not affect the obligations of the Borrower to make a timely fashion, payment when due of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred any amount owing under the Prime Lease Credit Agreement or hereunder in respect of the Bid Rate Loans made by the Lender. This Note is one of the “Bid Rate Notes” referred to in that an event or circumstance has occurred which with certain Credit Agreement dated as of July 7, 2011, by and among the Borrower, the financial institutions party thereto and their permitted assignees under Section 12.6 thereof, the Administrative Agent, PNC Bank, National Association, as Syndication Agent, and each of ▇▇▇▇▇ Fargo Securities, LLC, and PNC Capital Markets LLC, as a Lead Arranger and Book Manager, and evidences Bid Rate Loans made by the Lender thereunder. Terms used but not otherwise defined in this Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Bid Rate Loans upon the terms and conditions specified therein. Except as permitted by Section 12.6. of the Credit Agreement, this Note may not be assigned by the Lender to any other Person. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. The Borrower hereby waives presentment for payment, demand, notice and/or passage of time would constitute a default or event demand, notice of default under non-payment, protest, notice of protest and all other similar notices. Time is of the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under essence for this Sublease directly to the Owner or as the Owner may directNote.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Acceptance shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all the termshereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, covenants which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and conditions contained in the Prime Lease applicable to the ALF Premises Acceptance by facsimile or other electronic delivery shall be applicable to effective as delivery of a manually executed counterpart of this Sublease Assignment and are hereby incorporated herein Acceptance. This Assignment and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and Acceptance shall be bound governed by, and construed in accordance with, the law of the State of New York. CITICORP NORTH AMERICA, INC., as Administrative Agent for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect Lenders referred to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the below ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ New Castle, DE 19720 Attention: Agency Department [Date] Ladies and Gentlemen: Reference is made to the First Lien Credit Agreement dated as of October [—], 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among (a) Caesars Entertainment Resort Properties, LLC, a Delaware limited liability company (“CERP LLC”), (b) Caesars Entertainment Resort Properties Finance, Inc., a Delaware corporation, and (c) (i) Flamingo Las Vegas Holding, LLC, a Nevada limited liability company, (ii) ▇▇▇▇; provided ▇▇’▇ Atlantic City Holding, Inc., a New Jersey corporation, (iii) Harrah’s Las Vegas, LLC, a Nevada limited liability company, (iv) ▇▇▇▇▇▇’▇ Laughlin, LLC, a Nevada limited liability company, (v) Paris Las Vegas Holding, LLC, a Nevada limited liability company, and (vi) Rio Properties, LLC, a Nevada limited liability company, ((a), (b) and (c) collectively as the “Borrowers” or each, a “Borrower”), the Lenders and other parties from time to time party thereto and Citicorp North America, Inc., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that Subtenant shall keep Sublandlord apprisedit requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a timely fashionBusiness Day) (B) Principal Amount of Borrowing (C) Class1 (D) Type of Borrowing2 (E) Interest Period and the last day thereof3 (in the case of a Eurocurrency Borrowing) (F) Account Number and Location 1 Specify whether such Borrowing is to be a Revolving Facility Borrowing (and if so, specifying the Class of all Commitments under which such dealings. 1.06 In the event that Subtenant receives Borrowing is being made), Term B Loans, Other Term Loans, Refinancing Term Loans, Other Revolving Loans, or Replacement Revolving Loans, as applicable. 2 Specify a written notice from Owner stating that a default Eurocurrency Borrowing or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred ABR Borrowing. 3 The initial Interest Period applicable to a Eurocurrency Borrowing, which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly shall be subject to the Owner or as definition of “Interest Period” in the Owner may directCredit Agreement.

General Provisions. 1.01 Sublandlord 29.1 Tenant acknowledges that neither Landlord nor any broker, agent or employee of Landlord has made any representations or promises with respect to the Premises or the Building except as herein expressly set forth, and no rights, privileges, easements or licenses are being acquired by Tenant except as herein expressly set forth. The preceding sentence to the contrary notwithstanding, Landlord and Tenant acknowledge the execution and delivery of (a) the Phase II Development Agreement and (b) a purchase and sale agreement with respect to the Land (the "Purchase Contract") concurrently with the execution and delivery of this Lease. Landlord and Tenant agree that the Phase II Development Agreement and the Purchase Contract create certain rights, obligations, liabilities and responsibilities on both Landlord and Tenant as specifically provided therein. Landlord and Tenant agree that each of them has made certain representations and warranties to the other in the Phase II Development Agreement and the Purchase Contract as more specifically provided therein. 29.2 Nothing contained in this Lease shall be construed as creating a partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between the parties hereto other than that of landlord and tenant. 29.3 Landlord and Tenant recognize CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc. ("CB") as the broker procuring this Lease and Landlord shall pay said broker a commission pursuant to a separate agreement between CB and Landlord, a copy of which agreement is attached hereto as Exhibit C and made a part hereof (the "BROKERAGE AGREEMENT"). Tenant hereby subleases the ALF Premises to Subtenant, pursuant acknowledges and agrees to the terms and provisions of this Sublease and the Prime LeaseBrokerage Agreement. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord Tenant hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely any and validly exercise its corresponding extension option under the Prime, all commissions paid to CB by Landlord in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and Brokerage Agreement shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth included in the Prime Lease Project Costs as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be determined in accordance with the requirements provisions of Section 22 the Phase II Development Agreement. Landlord and Tenant each represents and warrants to the other that, except as provided in the Prime first sentence of this Section 29.3, neither of them has employed or dealt with any broker, agent or finder in carrying on the negotiations relating to this Lease. Each party shall indemnify and hold the other harmless from and against any claim or claims for brokerage or other commissions asserted by any broker, agent or finder engaged by the indemnifying party or with whom the indemnifying party has dealt in connection with this Lease, other than CB. 1.03 The parties further agree 29.4 Tenant agrees, at any time and from time to time (but no more than twice in any twelve (12) month period), upon not less than fifteen (15) days' prior written notice by Landlord, to execute, acknowledge and deliver to Landlord a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or if there have been any modifications, that the Subtenant shall Lease is in full force and effect as modified and stating the modifications); (ii) stating (x) the amounts of Base Rent and Additional Rent currently due and payable by Tenant, (y) that Tenant has not paid rent more than thirty (30) days in advance of its due date and (z) the dates to which the rent and any other charges hereunder have each been paid by Tenant; (iii) stating whether or not, to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease, and every if so, specifying the nature of such default; (iv) stating the address to which notices to Tenant are to be sent; (v) certifying that Tenant is (or is not) in possession of the rights Premises and privileges conducting its business therein; (vi) stating that the Lease Term has commenced and the full rental is now accruing; (vii) stating that any improvements required by the Lease or the Phase II Development Agreement to be made by Landlord have been made to the satisfaction of Tenant; (viii) stating whether there are then existing any set-offs, charges, liens, claims or defenses against the enforcement of any right )and if so, specifying the same in detail); and (ix) stating such other information as Landlord or any mortgagee or prospective mortgagee of the Sublandlord under Building may reasonably request. Any such statement delivered by Tenant may be relied upon by any landlord of the Prime Building or the Land, any prospective purchaser of the Building or such land, any mortgagee or prospective mortgagee of the Building or such land or of Landlord's interest therein, or any prospective assignee of any such mortgagee. Landlord agrees, at any time and from time to time (but no more than twice in any twelve (12) month period), upon not less than fifteen (15) days' prior written notice by Tenant, to execute, acknowledge and deliver to Tenant a statement in writing: (i) certifying that this Lease with respect is unmodified and in full force and effect (or if there have been any modifications, that the Lease is in full force and effect as modified and stating the modifications); (ii) stating the dates to which the rent and any other charges hereunder have been paid by Tenant; (iii) stating whether or not, to the ALF Premises. For best knowledge of Landlord, Tenant is in default in the purposes performance of any covenant, agreement or condition contained in this Sublease Lease, and if so, specifying the nature of such default; (iv) stating the address to which notices to Landlord are to be sent; and (v) stating such other information as Tenant may reasonably request. 29.5 Landlord and Tenant each hereby waives trial by jury in any action, proceeding or counterclaim brought by either of them against the other in connection with any matter arising out of or in any way connected with this Lease, the relationship of landlord and tenant hereunder, Tenant's use or occupancy of the ALF Premises, wherever in the Prime Lease the word “Landlord” and/or any claim of injury or “Owner” is used it damage. 29.6 All notices or other communications required hereunder shall be deemed to mean the Sublandlord herein in writing and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Leasedelivered in person (with receipt therefor), which is incorporated herein or sent by referencecertified mail, except for those provisions in the Prime Lease which are directly contradicted return receipt requested, postage prepaid, or by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenantfacsimile transmission, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period following addresses or facsimile numbers: (i) if to Landlord, at: c/o Boston Properties, Inc. ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attn: Senior Vice President/Property Management facsimile no. ▇▇▇-▇▇▇-▇▇▇▇ (verify no. 202-646-7600); with a copy to: c/o Boston Properties, Inc. ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attn: Associate General Counsel facsimile no. ▇▇▇-▇▇▇-▇▇▇▇ (verify no. 202-646-7600); and a copy to: Boston Properties, Inc. Prudential Center ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: General Counsel facsimile no. ▇▇▇-▇▇▇-▇▇▇▇ (verify no. 617-859-2600); (ii) if to Tenant, at: the Premises Attn: Director, Corporate Finance and Real Estate (facsimile no. to be designated by Tenant by notice given to Landlord in accordance herewith); except that, prior to the Lease Commencement Date Date, notices to such Director of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the Operations shall be given at: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ facsimile no.: 703 406-3506 (verify no.: 703 406-5051); provided that Subtenant with a copy to: the Premises Attn: General Counsel facsimile no.: ▇▇▇-▇▇▇-▇▇▇▇ (verify no. 703-406-5505); except that, prior to the Lease Commencement Date, notices to such General Counsel shall keep Sublandlord apprisedbe given at: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ facsimile no.: 703 ____________ (verify no.: 703____________); and a copy to: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Esq. ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ facsimile no.: ▇▇▇-▇▇▇-▇▇▇▇ (verify no. 202-637-5900). Notwithstanding anything contained herein to the contrary, all notices given by Tenant pursuant to Section 14.6 hereof shall be given at the addresses and in the manner specified above but, in a timely fashionaddition, in order to constitute effective notice to Landlord, shall be given to the on-site building engineer or to such other person at such other address as Landlord may specify by written notice to Tenant. Either party may change its address for the giving of all such dealingsnotices by notice given in accordance with this Section. Notices given by any means other than by facsimile shall be deemed given or received on the date actually received or, if refused, on the date delivery was attempted and refused. Notices given by facsimile shall be deemed given or received when confirmation of complete receipt is obtained by the transmitting party during normal business hours or, if not confirmed during normal business hours, on the next business day. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event 29.7 If any provision of default has occurred under the Prime this Lease or that an event the application thereof to any person or circumstance has occurred which with notice and/or passage circumstances shall to any extent be invalid or unenforceable, the remainder of time would constitute a default or event of default under the Prime this Lease, Subtenant may without further consent or instruction the application of Sublandlord pay all Base Rent such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and other sums due under each provision of this Sublease directly Lease shall be valid and enforced to the Owner fullest extent permitted by law. 29.8 Feminine or neuter pronouns shall be substituted for those of the masculine form, and the plural shall be substituted for the singular number, in any place or places herein in which the context may require such substitution. 29.9 The provisions of this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their respective representatives, successors and assigns, subject to the provisions hereof restricting assignment by Landlord or Tenant or subletting by Tenant. The term "Tenant" as used in this Lease shall include Orbital's permitted assigns in accordance with the Owner may directprovisions of Article VII of this Lease.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and the Prime Lease. The term (as such term may shall be extended pursuant to this Section 1.01construed and enforced in accordance with, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date substantive laws of the Prime Lease State of New York, without regard to conflict of laws principles that would result in the application of any law other than the law of the State of New York. $[ , , ]1 FOR VALUE RECEIVED, ENVIVA, LP, a Delaware limited partnership (the “Commencement DateBorrower”), and ending on such date that promises to pay [NAME OF TRANCHE A LENDER] (“Payee”) or its registered assigns the Term or Extended Term principal amount of [1] DOLLARS (as such terms are defined $[ , , ]1) in the Prime Lease), as applicable, of the Prime Lease terminates pursuant installments referred to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”)below. The Initial Term together with each Extension Term are collectively referred Borrower also promises to herein as pay interest on the “Term”. Each Renewal Option for each Extension Term may unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, determined in accordance with the terms and provisions of that certain Credit and Guaranty Agreement, dated as of November 9, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Prime Lease for “Credit Agreement”; the valid exercise terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower; Enviva GP, LLC, a Delaware limited liability company; Enviva MLP Holdco LLC, a Delaware limited liability company; certain Subsidiaries of such renewal optionthe Borrower, subject as Subsidiary Guarantors; the Lenders party thereto from time to Sublandlord having time; the right LC Facility Issuing Banks party thereto from time to exercise time; and Barclays Bank PLC, as Collateral Agent and as Administrative Agent. The Borrower shall make principal payments on this Tranche A Term Note as set forth in Section 2.03 of the extension at that time. 1.02 Credit Agreement. This Sublease is, Tranche A Term Note is one of the “Tranche A Term Notes” issued pursuant to and shall be at all times, subject and subordinate entitled to the Prime Lease and to all matters benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth under which the Tranche A Advance evidenced hereby was made and is to be repaid. All payments of principal and interest in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises of this Tranche A Term Note shall be applicable made to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases Payee in rent and other charges thereunder). Without limiting the generality care of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 Administrative Agent in lawful money of the Prime Lease. All such insurance policies so maintained shall be United States of America in accordance with same day funds at the requirements office of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the Administrative Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇; provided that Subtenant ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇ ▇▇▇▇▇ or at such other place as shall keep Sublandlord apprisedbe designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment and Acceptance effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, in a timely fashionthe Borrower, each Agent and each Lender shall be entitled to deem and treat Payee as the owner and holder of this Tranche A Term Note and the obligations evidenced hereby. Notwithstanding anything to the contrary herein, upon assignment of all such dealings. 1.06 In the event that Subtenant receives or a written notice from Owner stating that portion of a default or an event of default has occurred Lender’s rights and obligations under the Prime Lease or that an event or circumstance has occurred which Credit Agreement, this Tranche A Term Note shall be transferable and this Tranche A Term Note shall be surrendered in accordance with notice and/or passage Section 12.06 of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may directCredit Agreement.

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. This Compliance Certificate is delivered to Subtenant, you [pursuant to Section 6.01(c) of the terms Amended and provisions of this Sublease and Restated Credit Agreement][in connection with an Acquisition (the Prime Lease. The term (as such term may be extended “Permitted Acquisition”) pursuant to this Section 1.017.06(d) of the Amended and Restated Credit Agreement], dated as of April 21, 2015, as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among CORELOGIC, INC. (the “Borrower”), CORELOGIC AUSTRALIA PTY LIMITED, the other FOREIGN SUBSIDIARY BORROWERS from time to time thereto, the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Initial TermAdministrative Agent”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on and the Commencement Date of the Prime Lease (the “Commencement Date”)other agents party thereto. Unless otherwise defined herein, and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 1. I am the duly elected, as applicable, qualified and acting [treasurer][chief accounting officer][chief financial officer] of the Prime Lease terminates pursuant to its terms (Borrower. 2. I have reviewed and am familiar with the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions contents of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that timeCertificate. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate3. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall I have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event reviewed the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment Credit Agreement and the Loan Documents and have made or caused to be made under my supervision, a review in reasonable detail of the Prime Lease transactions and condition of the Borrower and its consolidated Subsidiaries during the accounting period covered by Sublandlord the financial statements attached hereto as Schedule 1 (the “[Pro Forma] Financial Statements”). [The Pro Forma Financial Statements (i) were prepared on a pro forma basis as if the Permitted Acquisition had been consummated on the first day of the Pro Forma Test Period and (ii) give effect to Subtenantthe Borrower’s good faith estimate of any anticipated cost savings or increases as a result of the consummation thereof.] Such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under I have no knowledge of the Prime Lease with respect to existence, as of the period prior to the Commencement Date date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashionCertificate, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default any condition or event which constitutes a Default or Event of default under the Prime LeaseDefault [, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or except as the Owner may directset forth below].

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all the termshereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, covenants and conditions contained in the Prime Lease applicable to the ALF Premises which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by facsimile shall be applicable to effective as delivery of a manually executed counterpart of this Sublease and are hereby incorporated herein and made a part hereofAssignment. Subtenant hereby expressly assumes and agrees to fully comply with and be bound byTHIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, for the benefit of SublandlordAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises THE LAWS OF THE STATE OF NEW YORK (including, without limitation, any and all increases in rent and other charges thereunderWITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of OwnerVictory Park Management, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar LLC as they involve the Administrative Agent ▇▇▇ ▇. ▇▇▇▇▇▇ Street Suite 3900 Chicago, IL 60606 Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Ladies and Gentlemen: The undersigned, Community Choice Financial Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of April 29, 2011 (as amended by the Third Amendment to Revolving Credit Agreement, dated as of June 30, 2017, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; provided that Subtenant capitalized terms used herein and not otherwise defined herein shall keep Sublandlord apprisedhave the meanings assigned to such terms in the Credit Agreement), among the Borrower, the Lenders from time to time party thereto and Victory Park Management, LLC, as Administrative Agent, and hereby gives you notice, irrevocably, in accordance with Section 2.03 of the Credit Agreement, that the undersigned hereby requests a timely fashionBorrowing under the Credit Agreement, and in connection therewith sets forth below the information relating to such Borrowing as required by Section 2.03 of all such dealingsthe Credit Agreement: (i) The date of the requested Borrowing is , .(1) (ii) The aggregate amount of the requested Borrowing is $ . 1.06 In (iii) The requested Borrowing is a Eurodollar Loan(2). (iv) The requested Revolving Credit Advance is to be sent to: [Name of Bank] [City of Bank] Beneficiary: Account No.: [number] ABA No.: [number] Attn: [name] The Borrower hereby represents and warrants that (i) the event representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that Subtenant receives a written notice from Owner stating any representations and warranties that a default are qualified by materiality or an event similar qualifiers are true and correct in all respects) on and as of default has occurred under the Prime Lease or that an event or circumstance has occurred which date of the Borrowing requested hereby with notice and/or passage the same effect as though made on and as of time would constitute a default or event of default under the Prime Leasesuch date, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly except to the Owner or extent such (1) Must be a Permitted Borrowing Date as defined in the Owner may directCredit Agreement.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantTHIS ASSIGNMENT AND ACCEPTANCE SHALL BE BINDING UPON, pursuant AND INURE TO THE BENEFIT OF, THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT AND ACCEPTANCE MAY BE EXECUTED IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT. DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS ASSIGNMENT AND ACCEPTANCE BY FACSIMILE OR OTHER ELECTRONIC IMAGING SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS ASSIGNMENT AND ACCEPTANCE. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Reference is made to the terms and provisions Credit Agreement, dated as of this Sublease and the Prime Lease. The term June 23, 2014 (as such term may be extended pursuant amended, restated, supplemented or otherwise modified from time to this Section 1.01time, the “Initial TermCredit Agreement”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease ; capitalized terms not defined herein but defined therein being used herein as therein defined), among ESH Hospitality, Inc., as borrower (the “Commencement DateBorrower”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant Lenders party thereto from time to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease istime party thereto, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which any payment is to be made to the undersigned, or in either of the two calendar years preceding any such payment. [NAME OF LENDER], By: Name: Title: Date: , 201[ ] Reference is made to the Credit Agreement, dated as of June 23, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not defined herein but defined therein being used herein as therein defined), among ESH Hospitality, Inc., as borrower (the “Borrower”), the Lenders party thereto from time to time party thereto, and ▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent (in a timely fashionsuch capacity, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly “Administrative Agent”). Pursuant to the Owner provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Owner may direct.Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which any payment is to be made to the undersigned, or in either of the two calendar years preceding any such payment. [NAME OF LENDER], By: Name: Title: Date: , 201[ ] Reference is made to the Credit Agreement, dated as of June 23, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not defined herein but defined therein being used herein as therein defined), among ESH Hospitality, Inc., as borrower (the “Borrower”), the Lenders party thereto from time to time party thereto, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which any payment is to be made to the undersigned, or in either of the two calendar years preceding any such payment. [NAME OF LENDER], By: Name: Title: Date: , 201[ ] Reference is made to the Credit Agreement, dated as of June 23, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not defined herein but defined therein being used herein as therein defined), among ESH Hospitality, Inc., as borrower (the “Borrower”), the Lenders party thereto from time to time party thereto, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio exemption: (a) an IRS Form W-8BEN or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which any payment is to be made to the undersigned, or in either of the two calendar years preceding any such payment. [NAME OF LENDER], By: Name: Title: Date: , 201[ ] Agreement (“Lending Control”) | JPMORGAN CHASE BANK, N.A.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. In a form to be agreed by the Lenders. FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to C.P. ATLAS ACQUISITION CORP. (the “Borrower”) which shall be merged with and into AMERICAN RENAL HOLDINGS INC. (the “Company”) on the Closing Date by BANK OF AMERICA, N.A. (the “Administrative Agent”) and the Prime Lease. The term other Secured Parties, the undersigned Guarantors (whether one or more the “Guarantor”, and if more than one jointly and severally) hereby furnishes its guaranty of the Guaranteed Obligations (as such term may be extended pursuant hereinafter defined) as set forth below. Reference is made to this Section 1.01that certain Credit Agreement dated as of May 7, 2010 (as amended, supplemented or otherwise modified from time to time, the “Initial TermCredit Agreement”) among the Borrower, Bank of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, each lender from time to time party thereto (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option NoticeLenders”) to Sublandlord and the other parties thereto. Capitalized terms used and not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated defined herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is Obligations”, as used it shall be deemed in Section 1 and elsewhere herein) are used with the meanings assigned to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions such terms in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease)Credit Agreement. 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases (a) Contractor shall provide such reports as requested by the ALF Premises to Subtenantprincipal coordinator. (b) This agreement may not be assigned in whole or in part without the prior consent of Rensselaer. (c) Before any services and/or work can be performed on Rensselaer premises, pursuant to evidence of insurance in force naming Rensselaer as an additional insured must be in the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date possession of the Prime Lease (the “Commencement Date”)Rensselaer Department of Risk Management, and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇; provided that Subtenant shall keep Sublandlord apprised▇▇, in a timely fashion, of all such dealings▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. 1.06 In (d) Contractor agrees to indemnify Rensselaer and to hold Rensselaer harmless from and against all claims, liability, loss, damage and expenses (including but not limited to legal fees) arising from or due to any claim (including but not limited to any claim based on trademark, patent, or copyright infringement or alleged infringement) with respect to all or any part of the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice goods, products, systems, services and/or passage of time would constitute a default or event of default under the Prime Leasework covered by this agreement, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due any litigation based on any such claim. Contractor shall, at Contractor’s sole cost and expense, defend any such litigation brought against Rensselaer. Contractor’s obligation under this Sublease directly paragraph shall survive Rensselaer's acceptance of, and payment for, the goods, products, systems, services and/or work. (e) This agreement shall be governed by the laws of the State of New York without regard to its rules concerning conflicts of laws and the parties hereto consent to the Owner jurisdiction of either New York State Courts or US District Court for the Northern District of New York for any disputes arising hereunder, with venue to be established in either Albany or Rensselaer County, New York. (f) Contractor warrants and represents that he or she has the full right to enter into and execute this agreement and to undertake the obligations set forth herein. (g) This document contains the entire agreement of the parties, and may not be altered or amended except by a subsequent document signed by both parties. (h) Rensselaer’s General Terms and Conditions, a copy of which is attached hereto as Exhibit D, is incorporated herein by reference, except to the Owner may directextent expressly amended, superceded or contradicted by an express provision contained in this Independent Contractor Agreement.

General Provisions. 1.01 Sublandlord hereby subleases Either the ALF Premises to Subtenant, pursuant to CLI Member or the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease ▇▇▇▇/SLG Member (the “Commencement DateOfferor”) may, in the event of a Material Disagreement commencing on or after the first anniversary of the consummation of the transactions contemplated by the Contribution and Sale Agreement, make an offer as described below (the “Buy-Sell Offer”) to the other Member (the “Offeree”), and ending on such date that as set forth below (unless the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, consummation of the Prime Lease terminates pursuant Buy-Sell Offer would give rise to its terms any claim of damages by the parties protected under the Contribution and Subscription Agreements). (a) The Buy-Sell Offer shall be in writing and be signed by the Offeror, specify a cash purchase price (the “Expiration DateBuy-Sell Offer Price”)) at which the Offeror would purchase the Interests of the Offeree, unless sooner terminated pursuant specify the other major economic terms and conditions upon which the Offeror would be willing to purchase from the Offeree its Interest, including its interest in any loans to the Company (and, in such case, under the circumstances described below, those same terms and provisions conditions shall apply to the sale by the Offeror to the Offeree of this Sublease and/or its Interest) consistent with the Prime Leaseterms of the alternative elections set forth in Section 8.01(b). (b) The Offeree shall have the right, exercisable by delivery of notice in writing (the “Election”) to the Offeror within 75 calendar days after the receipt of the Buy-Sell Offer, to elect to either: (i) sell to the Offeror all of the Offeree’s rights, title and interests in and to its Interest in the Company, and interest in any loans to the Company, in each case free of all liens and encumbrances for a cash purchase price equal to the Buy-Sell Offer Price; or (ii) purchase all of the Offeror’s rights, title and interests in and to its Interest in the Company, and interest in any loans to the Company, for a cash purchase price equal to the Buy-Sell Offer Price. Subtenant acknowledges that Sublandlord has Failure of the Offeree to give the Offeror notice of the Offeree’s Election shall be deemed, upon the expiration of such 75-day period, to be an Election to sell under Section 8.01(b)(i). (c) Within two (2) options (eachcalendar days after the Offeree’s Election or deemed Election, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option purchasing Member under this Sublease, then Sublandlord Section 8.01 shall timely and validly exercise its corresponding extension option under deposit in escrow with a title insurance company or attorney selected by the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease selling Member as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not escrowee an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇▇ money deposit in cash in an amount equal to 5% multiplied by the purchase price to be paid in connection with such purchase, and, if such purchasing Member fails to close such purchase as provided in this Section 8.01(c), then the selling Member may retain such deposit and either elect to purchase all of the right, title and interest of the purchasing Member in and to its Interest in the Company and in any loans to the Company, for a cash purchase price equal to the Buy-Sell Offer Price, or not cause the sale of such Interests and interests in any such loans. All closings of any purchase and sale under this Section 8.01 will be held at the Company’s principal office and shall take place no later than that date which is 60 calendar days after the later of the Offeree’s Election or deemed Election. All transfer, stamp and recording taxes imposed on the transfer, and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. On or prior to the closing of the purchase under this Section 8.01(c), the selling Member shall receive, as applicable (i) a release from all liability under any guaranty and/or indemnity issued by the selling Member and/or its Related Persons (with respect to actions after the closing of the sale); provided, however, that if the lender under the applicable loan documents (the “Lender”), after request from either the selling Member or the purchasing Member, will not agree to release the selling Member and/or its Related Persons (with respect to actions after the closing of the sale), then the purchasing Member shall deliver to the selling Member an indemnity, in form and substance and from a Person with creditworthiness satisfactory to the selling Member, indemnifying it and/or its Related Persons in the event of any liability on its (or their) part under the guaranty and/or indemnity for claims arising from and after the closing (but not for any claim made by the Lender under any such guaranty and/or indemnity that was asserted by the Lender prior to the closing); and (ii) an agreement, in mutually acceptable form, providing that a Person with creditworthiness satisfactory to the selling Member will indemnify and hold the selling Member (and its Related Persons) harmless against any post-closing liabilities it (or they) may incur as a result of the selling Member having been an indirect owner of the Properties (other than any liabilities arising out of the selling Member’s (or the selling Member’s Related Persons’) gross negligence or willful misconduct. (d) Each Member shall be entitled to enforce its rights under this Section 8.01 by specific performance. If the purchasing Member defaults under this Section 8.01, it shall have no right to make any future Buy-Sell Offer hereunder, to be a Proposing Member under Section 7.09 hereof or any rights under Section 10.02(e), 10.05 or 10.06 hereof. No Buy-Sell Offer may be made until all periods for making elections and performing obligations under any previous Buy-Sell Offer pursuant to this Section 8.01 shall have terminated. (e) Any Member may freely assign its rights and obligations pursuant to this Section 8.01 to an Affiliate by delivering notice of such assignment to the other Member, provided that Subtenant the assigning Member shall keep Sublandlord apprisedremain liable for any and all obligations of its assignee, in a timely fashion, of all as if such dealingsMember had not assigned its rights pursuant to this Section 8.01(e). 1.06 In (f) Notwithstanding the event that Subtenant receives a written notice from Owner stating that a default foregoing, if the provisions of Section 10.02(e) or an event Section 7.09 of default has occurred under this Agreement have been initiated by any Member, then no Member may initiate the Prime Lease provisions of this Section 8.01 until the procedures set forth in such Sections 7.09 or that an event 10.02(e), as applicable, have been completed or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly terminated pursuant to the Owner provisions of such Sections 7.09 or 10.02(e), as the Owner case may directbe.

General Provisions. 1.01 Sublandlord This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 753190981 U.S.$[______________] _______ __, 20__ FOR VALUE RECEIVED, the undersigned, JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey corporation (the “Borrower”), HEREBY PROMISES TO PAY to [_____________] (the “Lender”) for the account of its Applicable Lending Office (such term and other capitalized terms herein being used as defined in the Credit Agreement referred to below), or its registered assigns, the principal sum of U.S.$[______________] or, if less, the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Credit Agreement outstanding on the Termination Date, payable on the Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Mizuho Bank, Ltd., as Administrative Agent, at [INSERT PAYMENT ADDRESS], in same day funds. Each Advance made by the Lender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of October 18, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the banks named therein and the other Lenders party thereto from time to time, Mizuho Bank, Ltd., as Administrative Agent for the Lenders thereunder, and the fronting banks party thereto from time to time. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Borrower hereby subleases waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the ALF Premises part of the holder hereof shall operate as a waiver of such rights. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. JERSEY CENTRAL POWER & LIGHT COMPANY By B-1 753190981 Name: Title: B-2 753190981 Mizuho Bank, Ltd., as Administrative Agent for the Lenders party to Subtenantthe Credit Agreement referred to below ____ __, 20__ Ladies and Gentlemen: The undersigned refers to the Credit Agreement, dated as of October 18, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, the banks named therein and the other Lenders party thereto from time to time, Mizuho Bank, Ltd., as Administrative Agent for the Lenders thereunder, and the fronting banks party thereto from time to time, and hereby gives you notice, irrevocably, pursuant to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date 2.02 of the Prime Lease Credit Agreement that the undersigned hereby requests [a] Borrowing[s] under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing[s] (the “Commencement DateProposed Borrowing[s]”) as required by Section 2.02(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing[s] is __________________, ____. (ii) The Type of Advance to be made in connection with the [First] Proposed Borrowing is [an Alternate Base Rate Advance] [a Eurodollar RateTerm Benchmark Advance]. The aggregate amount of such Proposed Borrowing is $____________. [The Interest Period for each Eurodollar RateTerm Benchmark Advance made as part of such Proposed Borrowing is ____ [month[s]].] [(iii) The Type of Advance to be made in connection with the [Second] Proposed Borrowing is [an Alternate Base Rate Advance] [a Eurodollar RateTerm Benchmark Advance]. The aggregate amount of such Proposed Borrowing is $____________. [The Interest Period for each Eurodollar RateTerm Benchmark Advance made as part of such Proposed Borrowing is ____ [month[s]].] [(iii)][(iv)] The Borrower requesting the Proposed Borrowing[s] is _______________. The undersigned hereby certifies that the following statements are true on the date hereof, and ending will be true on the date of the Proposed Borrowing[s]: (A) the representations and warranties of the Borrower contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing[s] and to the application of the proceeds therefrom, as though made on and as of such date that the Term or Extended Term (as such terms are defined in the Prime Lease)other than, as applicable, to any such representation or warranty that by its terms refers to a specific date other than the date of the Prime Lease terminates pursuant to its terms Proposed Borrowing[s], in which case, such representation and warranty is true and correct as of such specific date); 753190981 (B) no event has occurred and is continuing, or would result from such Proposed Borrowing[s] or from the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration application of the then current term proceeds therefrom, that constitutes an Event of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease Default or an Unmatured Default with respect to the ALF Premises. Except as otherwise provided hereinBorrower; and (C) immediately following such Proposed Borrowing[s], (1) the parties agree that all aggregate amount of Outstanding Credits shall not exceed the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality aggregate amount of the foregoing, Subtenant shall maintain for Commitments then in effect and (2) the benefit Outstanding Credits of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and any Lender shall not be liable to any person or entity for obligations arising under exceed the Prime Lease with respect to the period prior to the Commencement Date amount of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ such ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In ’s Commitment. Please transfer or credit the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly funds to the Owner following account: Bank: ___________ Address: _________________ ABA #: __________________ Account #: _______________ Beneficiary: ______________ 753190981 Very truly yours, JERSEY CENTRAL POWER & LIGHT COMPANY By Name: Title: C-3 753190981 _____ __, 20__ Mizuho Bank, Ltd., as Administrative Agent [INSERT ADMINISTRATIVE AGENT’S ADDRESS] Attn:_______________________ [___________________, as Fronting Bank [ADDRESS]] Ladies and Gentlemen: The undersigned, JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey corporation (the “Borrower”), refers to that certain Credit Agreement, dated as of October 18, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the banks named therein and the other Lenders party thereto from time to time, Mizuho Bank, Ltd., as Administrative Agent for the Owner may direct.Lenders thereunder, and the fronting banks party thereto from time to time. Capitalized terms used herein, and not otherwise defined herein, shall have their respective defined meanings as set forth in the Credit Agreement. Pursuant to Section 2.04(d) of the Credit Agreement, the Borrower irrevocably requests that the Fronting Bank to which this Letter of Credit Request is addressed issue a Letter of Credit on the following terms: 1. Date of Issuance: 2. Expiration Date: 3. Stated Amount:

General Provisions. 1.01 Sublandlord This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. U.S.$[ ] , 20 FOR VALUE RECEIVED, the undersigned, [FIRSTENERGY CORP.] [THE CLEVELAND ELECTRIC ILLUMINATING COMPANY] [METROPOLITAN EDISON COMPANY] [OHIO EDISON COMPANY] [PENNSYLVANIA POWER COMPANY] [THE TOLEDO EDISON COMPANY] [AMERICAN TRANSMISSION SYSTEMS, INCORPORATED] [JERSEY CENTRAL POWER & LIGHT COMPANY] [MONONGAHELA POWER COMPANY] [PENNSYLVANIA ELECTRIC COMPANY] [THE POTOMAC EDISON COMPANY] [WEST PENN POWER COMPANY], a[n] [ ] corporation (the “Borrower”), HEREBY PROMISES TO PAY to [ ] (the “Lender”) for the account of its Applicable Lending Office (such term and other capitalized terms herein being used as defined in the Credit Agreement referred to below), or its registered assigns, the principal sum of U.S.$[ ] or, if less, the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Credit Agreement outstanding on the Termination Date, payable on the Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to The Royal Bank of Scotland plc, as Administrative Agent, at [INSERT PAYMENT ADDRESS], in same day funds. Each Advance made by the Lender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of June 17, 2011 (the “Credit Agreement”), among the Borrower, [FirstEnergy Corp.,] [The Cleveland Electric Illuminating Company,] [Metropolitan Edison Company,] [Ohio Edison Company,] [Pennsylvania Power Company,] [The Toledo Edison Company,] [American Transmission Systems, Incorporated,] [Jersey Central Power & Light Company,] [Monongahela Power Company,] [Pennsylvania Electric Company,] [The Potomac Edison Company,] [West Penn Power Company,] the banks party thereto, The Royal Bank of Scotland plc, as Administrative Agent for the Lenders thereunder, the fronting banks party thereto from time to time and the swing line lenders party thereto from time to time. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Borrower hereby subleases waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the ALF Premises part of the holder hereof shall operate as a waiver of such rights. [FIRSTENERGY CORP.] [THE CLEVELAND ELECTRIC ILLUMINATING COMPANY] [METROPOLITAN EDISON COMPANY] [OHIO EDISON COMPANY] [PENNSYLVANIA POWER COMPANY] [THE TOLEDO EDISON COMPANY] [AMERICAN TRANSMISSION SYSTEMS, INCORPORATED] [JERSEY CENTRAL POWER & LIGHT COMPANY] [MONONGAHELA POWER COMPANY] [PENNSYLVANIA ELECTRIC COMPANY] [THE POTOMAC EDISON COMPANY] [WEST PENN POWER COMPANY] By: Name: Title: The Royal Bank of Scotland plc, as Administrative Agent for the Lenders party to Subtenantthe Credit Agreement referred to below , 200 Ladies and Gentlemen: The undersigned refers to the Credit Agreement, dated as of June 17, 2011 (the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, [FirstEnergy Corp.,] [The Cleveland Electric Illuminating Company,] [Metropolitan Edison Company,] [Ohio Edison Company,] [Pennsylvania Power Company,] [The Toledo Edison Company,] [American Transmission Systems, Incorporated,] [Jersey Central Power & Light Company,] [Monongahela Power Company,] [Pennsylvania Electric Company,] [The Potomac Edison Company,] [West Penn Power Company,] the banks party thereto, The Royal Bank of Scotland plc, as Administrative Agent for the Lenders thereunder, the fronting banks party thereto from time to time and the swing line lenders party thereto from time to time, and hereby gives you notice, irrevocably, pursuant to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date 2.02 of the Prime Lease Credit Agreement that the undersigned hereby requests [a] Pro-Rata Borrowing[s] under the Credit Agreement, and in that connection sets forth below the information relating to such Pro-Rata Borrowing[s] (the “Commencement DateProposed Borrowing[s]”), and ending on such date that the Term or Extended Term () as such terms are defined in the Prime Lease), as applicable, required by Section 2.02(a) of the Prime Lease terminates pursuant Credit Agreement: (i) The Business Day of the Proposed Borrowing[s] is , . (ii) The Type of Pro-Rata Advance to its terms (be made in connection with the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, [First] Proposed Borrowing is [an Alternate Base Rate Pro-Rata Advance] [a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”)Eurodollar Rate Advance]. The Initial Term together with each Extension Term are collectively referred to herein as the “Term”aggregate amount of such Proposed Borrowing is $ . Each Renewal Option [The Interest Period for each Extension Term may Eurodollar Rate Advance made as part of such Proposed Borrowing is [week][month[s]].] (iii) The Type of Pro-Rata Advance to be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, made in accordance connection with the terms and provisions of the Prime Lease for the valid exercise [Second] Proposed Borrowing is [an Alternate Base Rate Pro-Rata Advance] [a Eurodollar Rate Advance]. The aggregate amount of such renewal option, subject to Sublandlord having the right to exercise the extension at that timeProposed Borrowing is $ . [The Interest Period for each Eurodollar Rate Advance made as part of such Proposed Borrowing is [week][month[s]]. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.]

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises Implementation FOA Funding will conduct (1) an exchange offer for any and all 2025 Unsecured Notes from eligible holders in exchange for, on a ratable basis per $1,000 principal amount of 2025 Unsecured Notes, (a) up to Subtenant, pursuant to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date $200 million aggregate principal amount of the Prime Lease New Senior Secured Notes and (b) up to $150 million aggregate principal amount of New Exchangeable Notes (the “Commencement DateExchange Offer”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms 2) a related consent solicitation (the “Expiration DateConsent Solicitation”) to eliminate substantially all of the covenants in the Unsecured Notes Indenture, each on the terms and subject to the conditions described in this Exchange Term Sheet and related exhibits (the transactions described in clauses (1) and (2), collectively, the “Exchange Transactions”). In addition, the payment of accrued and unpaid interest on the 2025 Unsecured Notes up to, but not including, the settlement date of the Exchange Offer, shall be made on November 30, 2024, and not the settlement date of the Exchange Offer, to applicable holders of the 2025 Unsecured Notes that exchange their 2025 Secured Notes in the Exchange Offer. A summary of the material terms of the New Senior Secured Notes and the New Exchangeable Notes can be found in Exhibit 1 and Exhibit 2 to this Exchange Term Sheet, respectively. Eligible Holders FOA Funding will conduct the Exchange Transactions in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), unless sooner terminated and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. Each holder of 2025 Unsecured Notes wishing to participate in the Exchange Offer and Consent Solicitation will certify as to its status as a “QIB” as defined in Rule 144A under the Securities Act or a person that is not a “U.S. person” within the meaning of Regulation S under the Securities Act. Consent Solicitation Eligible holders who tender 2025 Unsecured Notes pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two Exchange Offer are required to deliver a consent (2) options (each, a “Renewal OptionConsent”), ) to extend certain proposed amendments to the Initial Term of this Sublease for an additional period of five Unsecured Notes Indenture (5) years each (each, an the “Extension TermAmendments”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice Amendments will: (an “Option Notice”1) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration eliminate substantially all of the then current term of this Sublease. Sublandlord hereby restrictive covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to Unsecured Notes Indenture including the ALF Premises shall be applicable to this Sublease covenants entitled: • “Reports and are hereby incorporated herein Other Information” (§4.03); • “Compliance Certificate” (§4.04); • “Taxes” (§4.05); • “Limitation on Restricted Payments” (§4.07); • “Dividend and made a part hereof. Subtenant hereby expressly assumes Other Payment Restrictions Affecting Restricted Subsidiaries” (§4.08); • “Limitation on Incurrence of Indebtedness and agrees to fully comply Issuance of Disqualified Stock and Preferred Stock” (§4.09); • “Asset Sales” (§4.10); • “Transactions with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises Affiliates” (including, without limitation, any and all increases in rent and other charges thereunder§4.11). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.;

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of ____________________ [confirm that choice of law provision parallels the Credit Agreement]. PULTEGROUP, INC., a Michigan corporation (“Borrower”), Bank of America, N.A., as Administrative Agent, an L/C Issuer, and Swing Line Lender, and the Prime LeaseLenders each as defined therein, previously entered into that certain Credit Agreement dated as of July 23, 2014 (herein referred to, together with all amendments, modifications, restatements, or supplements thereof, as the “Existing Credit Agreement”). The term In connection with the Existing Credit Agreement, certain subsidiaries of Borrower entered into that certain Guaranty dated as of July 23, 2014 (herein referred to, together with all amendments, modifications, restatements, or supplements thereof, as the “Existing Guaranty Agreement”). Borrower, Bank of America, N.A., in its capacity as Administrative Agent (“Administrative Agent”), a Swing Line Lender and an L/C Issuer, and certain Lenders are now entering into that certain Amended and Restated Credit Agreement dated as of the date hereof (as such term the same may be extended pursuant amended, restated, supplemented or otherwise modified from time to this Section 1.01time, the “Initial Term”) of this Sublease Credit Agreement;” capitalized terms used herein and not otherwise defined shall be for a period commencing at 12:00:01 A.M. on have the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions meanings set forth in the Prime Lease as if Subtenant were the tenant Credit Agreement). As a condition to entering into and performing their respective obligations under the Prime Lease with respect to Credit Agreement, Administrative Agent and Lenders have required that Guarantors (as defined below) execute and deliver this Amended and Restated Guaranty, which shall amend and restate the ALF PremisesExisting Guaranty in its entirety. Except as otherwise provided hereinFOR VALUE RECEIVED, the parties agree that all sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to Borrower, by Administrative Agent and Lenders, the termsundersigned Subsidiaries of Borrower (each a “Guarantor” and collectively, covenants “Guarantors”) hereby jointly and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality severally furnish their guaranty of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease Guaranteed Obligations (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or hereinafter defined) as the Owner may direct.follows:

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of Illinois. The term (as such term may be extended pursuant to this Section 1.01undersigned hereby certifies that he is the Chief Financial Officer of Allscripts-Misys Healthcare Solutions, the “Initial Term”) of this Sublease shall be for Inc., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (the “Commencement DateBorrower Representative”), and ending that as such he is authorized to execute this certificate on behalf of the Borrowers pursuant to the Second Amended and Restated Credit Agreement (the “Agreement”) dated as of February 10, 2009, by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., a Delaware corporation, ALLSCRIPTS, LLC, a Delaware limited liability company, A4 HEALTH SYSTEMS, INC., a North Carolina corporation, A4 REALTY, LLC, a North Carolina limited liability company, EXTENDED CARE INFORMATION NETWORK, INC., a Delaware corporation, MISYS HEALTHCARE SYSTEMS, LLC, a North Carolina limited liability company, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Lenders therein named; and that a review has been made under his supervision with a view to determining whether the Loan Parties have fulfilled all of their respective obligations under the Agreement, the Notes and the other Loan Documents; and further certifies, represents and warrants that to his or her knowledge (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified): (a) The financial statements delivered to the Administrative Agent concurrently with this Compliance Certificate have been prepared in accordance with GAAP consistently followed throughout the period indicated and fairly present in all material respects the financial condition and results of operations of the applicable Persons as at the end of, and for, the period indicated (subject, in the case of quarterly financial statements, to normal changes resulting from year-end adjustments and the absence of certain footnotes). (b) No Default or Event of Default has occurred and is continuing. In this regard, the compliance with the provisions of Sections 5.12 as of the effective date of the financial statements delivered to the Administrative Agent concurrently with this Compliance Certificate, as reasonably detailed on the attached calculations, is as follows: (i) Section 5.12(a) – Total Leverage Ratio to 1.00 Not greater than to 1.00 (ii) Section 5.12(b) – Interest Coverage Ratio to 1.00 Not less than 4.00 to 1.00 (c) No change in GAAP or in the application thereof has occurred since the Effective Date [or, if such date change has occurred, describing such change and specifying the effect of such change on the financial statements accompanying this certificate]. DATED as of , 20 . By: Name: Title: [$ ] [Date] Chicago, Illinois FOR VALUE RECEIVED, Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation, Allscripts LLC, a Delaware limited liability company, A4 Health Systems, Inc., a North Carolina corporation, A4 Realty, LLC, a North Carolina limited liability company, Extended Care Information Network, Inc., a Delaware corporation, and Misys Healthcare Systems, LLC, a North Carolina limited liability company (together with permitted successors, herein collectively called “Makers”), jointly and severally promise to pay to the order of (“Payee”), at the office of JPMorgan Chase Bank, N.A., as Administrative Agent, in Chicago, Illinois, in immediately available funds and in lawful money of the United States of America, the principal sum of and No/100 Dollars ($ ) (or the unpaid balance of all principal advanced against this note, if that amount is less), together with interest on the Term unpaid principal balance of this note from time to time outstanding at the rate or Extended Term rates provided in that certain Second Amended and Restated Credit Agreement dated as of February 10, 2009 (as such terms are amended, supplemented, restated or replaced from time to time, the “Credit Agreement”) among Makers, certain Lenders (including the Payee) and JPMorgan Chase Bank, N.A., as Administrative Agent. Any term defined in the Prime Lease), as applicable, of Credit Agreement which is used in this note and which is not otherwise defined in this note shall have the Prime Lease terminates pursuant meaning ascribed to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth it in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime LeaseCredit Agreement. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and permitted assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment by telecopy or other electronic transmission (including portable document format (“.pdf”) or similar format) shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the Prime Leaseinternal laws of the State of New York without regard to conflict of laws principles thereof. The term Reference is made to the Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2011 (as such term it may be extended pursuant to this Section 1.01amended, restated, amended and restated, supplemented or otherwise modified, the “Initial TermCredit Agreement”) of this Sublease shall be for ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among GGP LIMITED PARTNERSHIP, a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware limited partnership (the “Commencement DatePartnership”), GGPLP L.L.C., a Delaware limited liability company (the “LLC”), GGPLP REAL ESTATE 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP RE Pledgor”), GGPLPLLC 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLPLLC Pledgor”), and ending on such date that GGPLP 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP Pledgor” and, together with the Term Partnership, the LLC, GGPLP RE Pledgor and GGPLPLLC Pledgor, being referred to herein, individually or Extended Term (as such terms are defined in the Prime Lease)collectively, as applicablethe context shall require, of the Prime Lease terminates pursuant to its terms (the as “Expiration DateBorrower” or “Borrowers”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (eachGENERAL GROWTH PROPERTIES, INC., a Delaware corporation formerly known as New GGP, Inc. (“Renewal OptionParent”), and CERTAIN SUBSIDIARIES OF PARENT, as Guarantors, the Lenders party thereto from time to extend the Initial Term of this Sublease for an additional period of five (5) years each (eachtime, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein ▇▇▇▇▇ FARGO BANK, N.A. and RBC CAPITAL MARKETS, as the “Term”. Each Renewal Option for each Extension Term may be exercised by SubtenantSyndication Agents, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease isas Collateral Agent, and shall be at all timesBARCLAYS CAPITAL, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinTHE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC, the parties agree that all the terms▇▇▇▇▇▇▇ SACHS LENDING PARTNERS LLC, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound byMACQUARIE CAPITAL (USA) INC., for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., TD SECURITIES (USA) LLC, UBS SECURITIES LLC and U S BANK NATIONAL ASSOCIATION, as Documentation Agents. Pursuant to Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. By: Name: Title: 1. I am the chief financial officer of GGP LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), GGPLP L.L.C., a Delaware limited liability company (the “LLC”), GGPLP REAL ESTATE 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP RE Pledgor”), GGPLPLLC 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLPLLC Pledgor”), and GGPLP 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP Pledgor” and, together with the Partnership, the LLC, GGPLP RE Pledgor and GGPLPLLC Pledgor, being referred to herein, individually or collectively, as the context shall require, as “Borrower” or “Borrowers”), and GENERAL GROWTH PROPERTIES, INC., a Delaware corporation formerly known as New GGP, Inc. (“Parent”). 2. I have reviewed the terms of Section 3 of the Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2011 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrowers, Parent and CERTAIN SUBSIDIARIES OF PARENT, as Guarantors, the Lenders party thereto from time to time, ▇▇; provided ▇▇▇ FARGO BANK, N.A. and RBC CAPITAL MARKETS, as Syndication Agents, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent, and BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC, MACQUARIE CAPITAL (USA) INC., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., TD SECURITIES (USA) LLC, UBS SECURITIES LLC and U S BANK NATIONAL ASSOCIATION, as Documentation Agents, and the definitions and provisions contained in such Credit Agreement relating thereto, and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein. 3. Based upon my review and examination described in paragraph 2 above, I certify, on behalf of Parent and Borrowers, and not individually, that Subtenant shall keep Sublandlord apprisedas of the date hereof: (i) the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of the Amendment Closing Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date; and (ii) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a timely fashion, of all such dealingsDefault. 1.06 In 4. Each Credit Party has requested Weil, Gotshal & ▇▇▇▇▇▇ LLP and DLA Piper LLP (US) to deliver to Agents and Lenders on the event Amendment Closing Date customary written opinions setting forth substantially the matters in the opinions designated in Exhibit D annexed to the Credit Agreement, and as to such other matters as Administrative Agent may reasonably request. 5. Attached hereto as Annex A are true, complete and correct copies of unaudited consolidated balance sheets and related statements of income and cash flows of Existing GGPI for each Fiscal Quarter of 2010 ended more than 105 days prior to the Amendment Closing Date that Subtenant receives a written notice have not previously been delivered to the Administrative Agent, which have been certified by the chief financial officer of Existing GGPI as fairly presenting, in all material respects, the financial condition of Existing GGPI as at the dates indicated and the results of its operations and its cash flows for the periods indicated, subject to changed resulting from Owner stating that a default or an event of default audit and normal year-end adjustment. 6. No Material Adverse Effect has occurred since the Original Closing Date. The foregoing certifications are made and delivered as of [mm/dd/yy]. Name: Title: Chief Financial Officer of each of the companies listed above 1. I am the chief financial officer of GGP LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), GGPLP L.L.C., a Delaware limited liability company (the “LLC”), GGPLP REAL ESTATE 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP RE Pledgor”), GGPLPLLC 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLPLLC Pledgor”), and GGPLP 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP Pledgor” and, together with the Partnership, the LLC, GGPLP RE Pledgor and GGPLPLLC Pledgor, being referred to herein, individually or collectively, as the context shall require, as “Borrower” or “Borrowers”), and GENERAL GROWTH PROPERTIES, INC., a Delaware corporation formerly known as New GGP, Inc. (“Parent”). 2. Reference is made to that certain Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2011 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrowers, Parent and CERTAIN SUBSIDIARIES OF PARENT, as Guarantors, the Lenders party thereto from time to time, ▇▇▇▇▇ FARGO BANK, N.A. and RBC CAPITAL MARKETS, as Syndication Agents, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent, and BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC, ▇▇▇▇▇▇▇ SACHS LENDING PARTNERS LLC, MACQUARIE CAPITAL (USA) INC., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., TD SECURITIES (USA) LLC, UBS SECURITIES LLC and U S BANK NATIONAL ASSOCIATION, as Documentation Agents. 3. I acknowledge that Administrative Agent, Issuing Bank and the Lenders are relying on the truth and accuracy of this certificate in connection with the making of Loans and the issuance of Letters of Credit under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may directCredit Agreement.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of New York. The term [Each Lender participating in any assignment to Affiliated Lenders acknowledges and agrees that in connection with such assignment, (1) the Affiliated Lenders then may have, and later may come into possession of Excluded Information (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”defined below), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options such Lender has independently and, without reliance on the Affiliated Lenders or any of their Subsidiaries, Holdings, Parent, the Borrower or any of their Subsidiaries, the Administrative Agent, its respective affiliates, officers, directors, employees, partners, agents, advisors and other representatives, has made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (each3) none of the Affiliated Lenders or any of their Subsidiaries, a “Renewal Option”)Holdings, Parent, the Borrower or any of their Subsidiaries shall be required to make any representation that it is not in possession of Excluded Information, (4) none of the Affiliated Lenders or any of their Subsidiaries, Holdings, Parent, the Borrower or their respective Subsidiaries, the Administrative Agent, its respective affiliates, officers, directors, employees, partners, agents, advisors and other representatives, shall have any liability to such Lender, and such Lender hereby waives and releases, to extend the Initial Term extent permitted by law, any claims such Lender may have against the Affiliated Lenders and any of this Sublease for an additional period of five (5) years each (eachtheir Subsidiaries, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as Holdings, Parent, the “Term”. Each Renewal Option for each Extension Term may be exercised by SubtenantBorrower and their respective Subsidiaries, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants Administrative Agent, its respective affiliates, officers, directors, employees, partners, agents, advisors and agrees that if Subtenant exercises a Renewal Option other representatives, under this Subleaseapplicable laws or otherwise, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided nondisclosure of the Excluded Information and (5) that the Excluded Information may not be available to the Administrative Agent or the other Lenders.] confidential confidential EXHIBIT C #85941052v7 As used herein, “Excluded Information” means information regarding Holdings, the parties agree Borrower, the Sponsor and their respective affiliates not known to such Lender and that all the terms, covenants and conditions contained may be material to a decision by such Lender to participate in the Prime Lease applicable such assignment (including material nonpublic information).]1 1 To be included in an assignment pursuant to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality Section 9.04(k) or 9.04(m) of the foregoingCredit Agreement. confidential confidential EXHIBIT C #85941052v7 EXHIBIT C FORM OF BORROWING REQUEST Date: __________, Subtenant shall maintain for the benefit of Owner_____ To: Credit Suisse AG, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the Administrative Agent Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇; provided that Subtenant ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Reference is made to the Second Lien Credit Agreement, dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among ▇▇▇▇ Rental LLC, ▇▇▇▇ LLC, ▇▇▇▇ Holdings LLC, Credit Suisse AG, as Administrative Agent, and each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein and not otherwise defined herein shall keep Sublandlord apprisedhave the meanings assigned to such terms in the Credit Agreement. The Borrower hereby requests (select one): A Borrowing of new Loans A conversion of Loans made on OR A continuation of Eurocurrency Rate Loans made on to be made on the terms set forth below: (A) Class of Borrowing2 (B) Date of Borrowing, conversion or continuation (which is a Business Day) (C) Principal amount3 (D) Type of Loan4 2 Closing Date Loans, Incremental Loans or Extended Loans. 3 Conversions or continuations to be in a timely fashion, minimum principal amount of $1,000,000 and in whole multiples of $500,000 in excess thereof (if less than all such dealings. 1.06 In the event that Subtenant receives outstanding principal amount of any Borrowing is being continued or converted). Extended Loans shall be in a written notice from Owner stating that minimum principal amount of $100,000,000 and in whole multiples of $25,000,000 in excess thereof. Incremental Loans shall be in a default or an event minimum principal amount of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage $25,000,000 and in whole multiples of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.$1,000,000 in excess thereof. confidential confidential

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D-1 to SubtenantAmended and Restated Credit Agreement dated as of June 30, 2021 by and among AptarGroup, Inc. FOR VALUE RECEIVED, the undersigned, [APTARGROUP, INC., a Delaware corporation][APTARGROUP UK HOLDINGS LIMITED, a private limited company organized under the laws of England] (the “Borrower”), promises to pay to _____________________ (the “Lender”) or its registered assigns, at the place and times provided in the Credit Agreement referred to below, the unpaid principal amount of each Revolving Credit Loan [and each Swingline Loan, as applicable,]25 made by the Lender to the Borrower from time to time pursuant to that certain Amended and Restated Credit Agreement dated as of June 30, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, [AptarGroup, Inc., a Delaware corporation][AptarGroup UK Holdings Limited, a private limited company organized under the laws of England], the lenders from time to time party thereto, and W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan [and each Swingline Loan] made to it from the date of such Revolving Credit Loan [or Swingline Loan] until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which such Revolving Credit Loan [or Swingline Loan, as the case may be] was made in Same Day Funds at the Administrative Agent’s Office for payments denominated in such currency. Any amounts not paid in full when due hereunder shall bear interest and be paid as set forth in the Credit Agreement. This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and provisions conditions provided therein. This Revolving Credit Note is also entitled to the benefits of [the Amended and Restated Company Guaranty and]26 one or more of the Subsidiary Guaranties. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving Credit Loans [and Swingline Loans] made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Revolving Credit Loans [and Swingline Loans] and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Sublease Revolving Credit Note. 25 Include all bracketed Swingline Loan language if the Lender requesting this Revolving Credit Note is the Swingline Lender. 26 Include if UK Borrower is the undersigned. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [APTARGROUP, INC.] [APTARGROUP UK HOLDINGS LIMITED] By: Name: Title: EXHIBIT D-2 to Amended and Restated Credit Agreement dated as of June 30, 2021 by and among AptarGroup, Inc. FOR VALUE RECEIVED, the Prime Lease. The term undersigned, APTARGROUP UK HOLDINGS LIMITED, a private limited company organized under the laws of England (the “Borrower”), promises to pay to _____________________ (the “Lender”) or its registered assigns, at the place and times provided in the Credit Agreement referred to below, the unpaid principal amount of the Term Loan owing to the Lender pursuant to that certain Amended and Restated Credit Agreement dated as of June 30, 2021 (as such term may be extended pursuant amended, restated, supplemented or otherwise modified from time to this Section 1.01time, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement DateCredit Agreement”), by and ending among AptarGroup, Inc., a Delaware corporation, the Borrower, the lenders from time to time party thereto, and W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Borrower promises to pay interest on such date that the unpaid principal amount of the Term or Extended Loan from the date of the Term (Loan until such principal amount is paid in full, at such interest rates and at such times as such terms are defined provided in the Prime Lease), as applicable, Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Prime Lease terminates pursuant Lender in Dollars in Same Day Funds at the Administrative Agent’s Office for Dollar-denominated payments. Any amounts not paid in full when due hereunder shall bear interest and be paid as set forth in the Credit Agreement. This Term Loan Note is one of the Term Loan Notes referred to its terms (in the “Expiration Date”)Credit Agreement, unless sooner terminated pursuant is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and provisions conditions provided therein. This Term Loan Note is also entitled to the benefits of the Company Guaranty and one or more of the Subsidiary Guaranties. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Sublease and/or Term Loan Note shall become, or may be declared to be, immediately due and payable all as provided in the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”)Credit Agreement. The Initial Term together Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Loan Note and endorse thereon the date, amount, currency and maturity of the Term Loan and payments with respect thereto. [This Term Loan Note amends and restates, and supersedes and replaces, in each Extension case in its entirety, the Term are collectively referred to herein Loan Note dated as of July 20, 2017 (the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option NoticePrior Note”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to executed by the expiration Borrower in favor of the then current term Lender in connection with the Existing Credit Agreement. This Term Loan Note evidences a continuation of this Subleasethe outstanding indebtedness evidenced by the Prior Note. Sublandlord The Borrower hereby covenants acknowledges and agrees that if Subtenant exercises such indebtedness has not been repaid or extinguished in full and that the execution hereof does not constitute a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions novation of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that timePrior Note. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by] The Borrower, for the benefit itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of Sublandlordprotest, each demand, dishonor and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes non-payment of this Sublease Term Loan Note. [Signature page follows] THIS TERM LOAN NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. APTARGROUP UK HOLDINGS LIMITED By: Name: Title: EXHIBIT E to Amended and Restated Credit Agreement dated as of the ALF PremisesJune 30, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein 2021 by and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Leaseamong AptarGroup, which is incorporated herein by referenceInc. W▇▇▇▇ Fargo Bank, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to SubtenantNational Association, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the Administrative Agent MAC D 1109-019 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, North Carolina 28262 Attention: [Intentionally Omitted] E-mail Address: [Intentionally Omitted] Ladies and Gentlemen: This Notice of Account Designation is delivered to you pursuant to Section 2.2(b) of the Amended and Restated Credit Agreement dated as of June 30, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among AptarGroup, Inc., a Delaware corporation (the “Company”), AptarGroup UK Holdings Limited, a private limited company organized under the laws of England (the “UK Borrower”; provided that Subtenant together with the Company, collectively the “Borrowers” and each a “Borrower”), the lenders from time to time party thereto, as Lenders, and W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall keep Sublandlord apprised, have the meanings assigned thereto in a timely fashion, of all such dealingsthe Credit Agreement. 1.06 In 1. The Administrative Agent is hereby authorized to disburse all Revolving Credit Loan proceeds into the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under following account(s): (a) Dollars Bank: _______________________ ABA Routing Number: _________ Account Number: _____________ Account Name: _____________ Bank: _______________________ SWIFT Code: _________ IBAN: _____________ Account Name: _____________ (b) Euros Bank: _______________________ SWIFT Code: _________ IBAN: _____________ Account Name: _____________ Bank: _______________________ SWIFT Code: _________ IBAN: _____________ Account Name: _____________ (c) Swiss Francs (UK Borrower) Bank: _______________________ SWIFT Code: _________ IBAN: _____________ Account Name: _____________ (d) Great British Pounds (UK Borrower) Bank: _______________________ SWIFT Code: _________ IBAN: _____________ Account Name: _____________ 2. The Administrative Agent is hereby authorized to disburse all Swingline Loan proceeds into the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under following account(s): Bank: _______________________ ABA Routing Number: _________ Account Number: _____________ Account Name: _____________ 3. The Administrative Agent is hereby authorized to disburse all Term Loan proceeds into the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.following account(s): (a) Dollars Bank: _______________________ ABA Routing Number: _________ Account Number: _____________ Account Name: _____________ Bank: _______________________ SWIFT Code: _________ IBAN: _____________ Account Name: _____________ (b) Euros Bank: _______________________ SWIFT Code: _________ IBAN: _____________ Account Name: _____________ Bank: _______________________ SWIFT Code: _________ IBAN: _____________ Account Name: _____________

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime LeaseAssumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The term (as such term may This Assignment and Assumption shall be extended pursuant to this Section 1.01governed by, and construed in accordance with, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date law of the Prime Lease State of New York without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby. , FOR VALUE RECEIVED, the undersigned (the “Commencement DateBorrower”), and ending on such date that the Term hereby promises to pay to or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms registered assigns (the “Expiration DateLender”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease Agreement (as hereinafter defined), the principal amount of the U.S. Term A Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of May 28, 2014 (as amended by Amendment No. 1 on August 20, 2014, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, CIH International S.à ▇.▇., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and Swingline Lender and the Issuing Bank. The Borrower promises to pay interest on the unpaid principal amount of the U.S. Term A Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the valid exercise account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such renewal optionunpaid amount shall bear interest, subject to Sublandlord having be paid upon demand, from the right to exercise due date thereof until the extension date of actual payment (and before as well as after judgment) computed at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions per annum rate set forth in the Prime Lease Agreement. This U.S. Term A Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This U.S. Term A Note is also entitled to the benefits of the Guarantee Agreement and the Pledge Agreements and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this U.S. Term A Note shall become, or may be declared to be, immediately due and payable all as if Subtenant were provided in the tenant Agreement. The U.S. Term A Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this U.S. Term A Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this U.S. Term A Note. THE ASSIGNMENT OF THIS U.S. TERM A NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS U.S. TERM A NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TERM A NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. CONSTELLATION BRANDS, INC. By: Name: Title: , FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the U.S. Term A-1 Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of May 28, 2014 (as amended by Amendment No. 1 on August 20, 2014, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, CIH International S.à ▇.▇., a private limited liability company (société à responsabilité limitée) incorporated under the Prime Lease laws of Luxembourg, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and Swingline Lender and the Issuing Bank. The Borrower promises to pay interest on the unpaid principal amount of the U.S. Term A-1 Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This U.S. Term A-1 Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This U.S. Term A-1 Note is also entitled to the benefits of the Guarantee Agreement and the Pledge Agreements and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this U.S. Term A-1 Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The U.S. Term A-1 Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this U.S. Term A-1 Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this U.S. Term A-1 Note. THE ASSIGNMENT OF THIS U.S. TERM A-1 NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS U.S. TERM A-1 NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS U.S. TERM A-1 NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. CONSTELLATION BRANDS, INC. By: Name: Title: , FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each U.S. Revolving Loan from time to time made by the Lender to the ALF PremisesBorrower under that certain Third Amended and Restated Credit Agreement, dated as of May 28, 2014 (as amended by Amendment No. 1 on August 20, 2014, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, CIH International S.à ▇.▇., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and Swingline Lender and the Issuing Bank. The Borrower promises to pay interest on the unpaid principal amount of each U.S. Revolving Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided herein, in Section 2.04(f) of the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease Agreement with respect to Swingline Loans, all payments of principal and interest shall be made to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting Administrative Agent for the generality account of the foregoingLender in the currency in which such Loan was denominated in Same Day Funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, Subtenant such unpaid amount shall maintain for bear interest, to be paid upon demand, from the benefit due date thereof until the date of Owneractual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This U.S. Revolving Note is one of the Notes referred to in the Agreement, Sublandlordis entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This U.S. Revolving Note is also entitled to the benefits of the Guarantee Agreement and the Pledge Agreements and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this U.S. Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. U.S. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this U.S. Revolving Note and endorse thereon the date, amount, currency and maturity of its U.S. Revolving Loans and payments with respect thereto. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this U.S. Revolving Note. THIS U.S. REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS U.S. REVOLVING NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. CONSTELLATION BRANDS, INC. By: Name: Title: , FOR VALUE RECEIVED, Constellation Brands, Inc., a Delaware corporation (the “U.S. Borrower”), and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime LeaseCIH International S.à ▇. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord ▇., a private limited liability company (société à responsabilité limitée) incorporated under the Prime Lease with respect to the ALF Premises. For the purposes laws of this Sublease of the ALF PremisesLuxembourg, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Leasehaving its registered office at ▇, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised▇ ▇▇▇▇▇, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B 176.850 with a share capital of US$1,000,000 (the “European Borrower” and, together with the U.S. Borrower, the “Borrowers”), hereby promise to pay to or registered assigns (the “Lender”), in a timely fashionaccordance with the provisions of the Agreement (as hereinafter defined), the principal amount of all such dealings. 1.06 In each European Revolving Loan from time to time made by the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly Lender to the Owner applicable Borrower under that certain Third Amended and Restated Credit Agreement, dated as of May 28, 2014 (as amended by Amendment No. 1 on August 20, 2014, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Owner Borrowers, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and Swingline Lender and the Issuing Bank. The applicable Borrower promises to pay interest on the unpaid principal amount of each European Revolving Loan made to it from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swingline Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which such Loan was denominated in Same Day Funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This European Revolving Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may direct.be prepaid in whole or in part subject to the terms and conditions provided therein. This European Revolving Note is also entitled to the benefits of the Guarantee Agreement and the Pledge Agreements and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this European Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. European Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this European Revolving Note and endorse thereon the date, amount, currency and maturity of its European Revolving Loans and payments with respect thereto. The applicable Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this European Revolving Note. THIS EUROPEAN REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPEL

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises to Subtenantbenefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. This Solvency Certificate (the “Certificate”) is delivered pursuant to the terms and provisions Section 4.2(g) of this Sublease and the Prime Lease. The term that certain Credit Agreement, dated as of February 5, 2021 (as such term may be extended pursuant to this Section 1.01amended, restated, amended and restated, supplemented or otherwise modified, the “Initial TermCredit Agreement”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease ), by and among Citrix Systems, Inc. (the “Commencement DateBorrower”), the lending institutions from time to time parties thereto, and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)JPMorgan Chase Bank, N.A., as applicablethe Administrative Agent. Unless otherwise defined herein, of capitalized terms used in this Certificate shall have the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions meanings set forth in the Prime Lease Credit Agreement. I, [●], the Treasurer of the Borrower, in such capacity and not in an individual capacity, DO HEREBY CERTIFY, on behalf of the Borrower, that as if Subtenant were of the tenant under the Prime Lease with respect date hereof, after giving effect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality consummation of the foregoing, Subtenant shall maintain for Transactions contemplated by the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 Credit Agreement: 1. The amount of the Prime Lease. All “present fair saleable value” of the assets of the Borrower and its subsidiaries (on a consolidated basis) will, as of such insurance policies so maintained shall be date, exceed the amount of all “liabilities of the Borrower and its subsidiaries (on a consolidated basis), contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the requirements insolvency of Section 22 in the Prime Leasedebtors. 1.03 2. The parties further agree that the Subtenant shall have each and every present fair saleable value of the rights and privileges assets of the Sublandlord under Borrower and its subsidiaries (on a consolidated basis) will, as of such date, be greater than the Prime Lease with respect amount that will be required to pay the ALF Premises. For the purposes of this Sublease liability of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein Borrower and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant hereinits subsidiaries (on a consolidated basis) on its debts as such debts become absolute and matured. 3. The rights Borrower and obligations its subsidiaries (on a consolidated basis) will not have, as of Sublandlord and Subtenant such date, an unreasonably small amount of capital with which to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease)conduct its business. 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases 12.1 The Settling Parties agree to cooperate fully with each other in seeking Court approvals of the ALF Premises Preliminary Order and the Final Order, and to Subtenant, pursuant do all things as may reasonably be required to effectuate preliminary and final approval and the terms and provisions implementation of this Sublease and the Prime LeaseSettlement Agreement according to its terms. The term (as such term may be extended pursuant Settling Parties agree to provide each other with copies of any filings necessary to effectuate this Section 1.01Settlement reasonably in advance of filing. 12.2 This Settlement Agreement, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”)whether or not consummated, and ending on such date that the Term any negotiations or Extended Term (as such terms proceedings hereunder are defined in the Prime Lease)not, as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable construed as, deemed to any person be, or entity for obligations arising under offered or received as evidence of an admission by or on the 12.3 Neither the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ Settling Parties, Class Counsel, ▇▇▇▇▇▇’▇ Counsel, Banner, nor Banner’s Counsel shall have any responsibility for or liability whatsoever with respect to (i) any act, omission, or determination of the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the Gross Settlement Amount or otherwise; (ii) the determination of the Independent Fiduciary; (iii) the management, investment, or distribution of the Qualified Settlement Fund; (iv) the Plan of Allocation as approved by the Court; (v) the determination, administration, calculation, or payment of any claims asserted against the Qualified Settlement Fund; (vi) any losses suffered by, or fluctuations in the value of, the Qualified Settlement Fund; or (vii) the payment or withholding of any taxes, expenses, and/or costs incurred in connection with the taxation of the Qualified Settlement Fund or tax reporting, or the filing of any returns. Further, Class Counsel shall not have any responsibility for, or liability whatsoever with respect to, any act, omission, or determination of ▇▇; provided that Subtenant ▇▇▇▇ Counsel in connection with the administration of the Gross Settlement Amount or otherwise. Further, neither ▇▇▇▇▇▇ nor ▇▇▇▇▇▇’▇ Counsel shall keep Sublandlord apprisedhave any responsibility for, or liability whatsoever with respect to, any act, omission, or determination of Class Counsel in connection with the administration of the Gross Settlement Amount or otherwise. 12.4 Only Class Counsel shall have standing to seek enforcement of this Settlement Agreement on behalf of Plaintiffs and Class Members. Any individual concerned about ▇▇▇▇▇▇’▇ compliance with this Settlement Agreement may so notify Class Counsel and direct any requests for enforcement to them. Class Counsel shall have the full and sole discretion to take whatever action they deem appropriate, or to refrain from taking any action, in response to such request. Any action by Class Counsel to monitor or enforce the Settlement Agreement shall be done without additional fee or reimbursement of expenses beyond the Attorneys’ Fees and Costs determined by the Court. 12.5 This Settlement Agreement shall be interpreted, construed, and enforced in accordance with applicable federal law and, to the extent that federal law does not govern, Colorado law. 12.6 The Settling Parties agree that any and all disputes concerning compliance with the Settlement Agreement, with the exception of any and all disputes concerning compliance with Article 8, shall be exclusively resolved as follows: 12.6.1 If a timely fashionSettling Party has reason to believe that a legitimate dispute exists concerning the Settlement Agreement, other than any and all disputes concerning compliance with Article 8, the party raising the dispute shall first promptly give written notice under the Settlement Agreement to the other party including in such notice: (a) a reference to all specific provisions of the Settlement Agreement that are involved; (b) a statement of the alleged non-compliance; (c) a statement of the remedial action sought; and (d) a brief statement of the specific facts, circumstances, and any other arguments supporting the position of the party raising the dispute; 12.6.2 Within twenty (20) days after receiving the notice described in Paragraph 12.6.1, the receiving party shall respond in writing with its position and the facts and arguments it relies on in support of its position; 12.6.3 For a period of not more than twenty (20) days following mailing of the response described in Paragraph 12.6.2, the Settling Parties shall undertake good-faith negotiations, which may include meeting in person or conferring by telephone, to attempt to resolve the dispute; 12.6.4 If the dispute is not resolved during the period described in Paragraph 12.6.3, the Settling Parties shall conduct a mediation of the dispute with the Mediator on the earliest reasonably practicable date; provided, however, that the scope of such mediation shall be expressly limited to the dispute; 12.6.5 Within 30 days after the conclusion of the Mediator’s attempt to resolve the dispute (the date of the conclusion of the mediation shall be determined by agreement of the parties or by the Mediator), if the dispute persists, the Settling Parties shall submit the dispute to the Mediator for final and binding arbitration. 12.6.6 The Settling Parties intend to resolve any disputes quickly, expeditiously, and inexpensively. Accordingly, there shall be no discovery allowed in connection with mediation or arbitration under Paragraphs 12.6.4 and 12.6.5, and no witnesses shall be presented or examined during the mediation or arbitration, except that if the Mediator acting as arbitrator, in his sole discretion, should determine that a limited number of documents or witnesses are needed to resolve the dispute, he may order their production or testimony. The Mediator acting as arbitrator will make his decision based solely on the papers, documents, testimony, and arguments of counsel presented to him. 12.6.7 If the Mediator acting as the arbitrator finds that a party has not complied with the Settlement Agreement as asserted, the sole remedy that the Mediator acting as the arbitrator may impose is the issuance of an order requiring the offending party to cure such non-compliance. 12.6.8 In any arbitration or mediation under Paragraphs 12.6.4 and 12.6.5, each party shall bear its own attorneys’ fees and costs. 12.6.9 The Mediator acting as the arbitrator shall issue a written determination, including findings of fact, if requested by any party. 12.6.10 Under no circumstances shall the Mediator acting as the arbitrator have authority to consider any disputes or order any remedy other than as expressly set forth in Paragraph 12.6.7. The arbitrator’s award may be enforced in the Court under federal law governing arbitration awards. Each party shall bear its own attorneys’ fees and costs in any such action. 12.7 The Settling Parties agree that the Court has personal jurisdiction over the Settlement Class and ▇▇▇▇▇▇ and shall maintain personal and subject matter jurisdiction for purposes of resolving any disputes between the Settling Parties concerning compliance with Article 8 of this Settlement Agreement. Any motion or action to enforce Article 8 of this Settlement Agreement—including by way of injunction—may be filed in the U.S. District Court for the District of Colorado, and or asserted by way of an affirmative defense or counterclaim in response to any action asserting a violation of Article 8 of the Settlement Agreement. 12.8 The Settlement Agreement may be executed by exchange of executed signature pages, and any signature transmitted by facsimile or e-mail attachment of scanned signature pages for the purpose of executing this Settlement Agreement shall be deemed an original signature for purposes of this Settlement Agreement. The Settlement Agreement may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed an original, and all such dealingscounterparts shall together constitute the same instrument. 1.06 In 12.9 Each party to this Settlement Agreement hereby acknowledges that he, she, or it has consulted with and obtained the event advice of counsel prior to executing this Settlement Agreement and that Subtenant receives this Settlement Agreement has been explained to that party by his, her, or its counsel. 12.10 Any headings included in this Settlement Agreement are for convenience only and do not in any way limit, alter, or affect the matters contained in this Settlement Agreement or the Articles or Paragraphs they caption. References to a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly person are also to the Owner or person’s permitted successors and assigns, except as otherwise provided herein. Whenever the Owner may direct.words “include,” “includes” or

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed by one or more of the parties hereto on any number of separate counterparts, each of which shall be an original, but all of which, taken together, shall constitute one original agreement. Delivery of an executed counterpart of this Sublease Assignment and the Prime Lease. The term Assumption by facsimile, email or other electronic transmission (as such term may be extended pursuant to this Section 1.01, the including in portable document format (“Initial Termpdf”) of this Sublease or other similar format) shall be for effective as delivery of a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), manually executed counterpart hereof. This Assignment and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may Assumption shall be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, construed in accordance with and governed by, the terms and provisions law of the Prime Lease State of New York without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent for the valid exercise of such renewal optionLenders referred to below, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇▇ ▇▇▇▇▇▇▇▇; provided ▇ ▇▇▇▇, Suite 1600 Atlanta, GA 30328 Attention: Account Officer Fax: ▇▇▇-▇▇▇-▇▇▇▇ Re: NOVELIS Ladies and Gentlemen: Reference is made to the AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or modified, the “Credit Agreement”), dated as of May 13, 2013, is among NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent Borrower signatory thereto as borrowers, NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), NOVELIS DEUTSCHLAND GMBH, a company organized under the laws of Germany (the “German Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Parent Borrower, the U.S. Borrowers, the U.K. Borrower, and the German Borrower, the “Borrowers”), AV METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as U.S. swingline lender (in such capacity, “U.S. Swingline Lender”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties and each Issuing Bank, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, “Collateral Agent”) and the other parties party thereto. Capitalized terms used but not defined herein have the meaning given to such terms in the Credit Agreement. [Administrative Borrower][European Administrative Borrower][German Borrower][U.K. Borrower] hereby gives you notice pursuant to [Section 2.03][Section 2.17(e)] of the Credit Agreement that Subtenant shall keep Sublandlord apprisedit requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Borrowing [U.S. Revolving Loans][U.K. Revolving Loans][Swiss Revolving Loans][European Swingline Loans][German Revolving Loans][German Swingline Loans] (B) Approved Currency of Borrowing (C) Principal amount of Borrowing (D) Date of Borrowing (which is a timely fashionBusiness Day) (E) Type of Borrowing [Base Rate][EURIBOR Rate][LIBOR] (F) Interest Period and the last day thereof (G) Funds are requested to be disbursed to Borrower’s account with [____________] (Account No. ). [Administrative Borrower][European Administrative Borrower][German Borrower][U.K. Borrower] hereby represents and warrants that the conditions to lending specified in Sections 4.02(b), (c) and (d) of all the Credit Agreement are satisfied as of the date hereof. [Signature Page Follows] [NOVELIS INC., as Administrative Borrower] By: Name: Title: [NOVELIS AG, as European Administrative Borrower] By: ____________________________________ Name: Title: [NOVELIS DEUTSCHLAND GMBH, as German Borrower] By: Name: Title: [NOVELIS UK LTD, as U.K. Borrower] By: Name: Title: I, [_________], the [Financial Officer] of [_____________] (in such dealingscapacity and not in my individual capacity), hereby certify that, with respect to that certain AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or modified, the “Credit Agreement”), dated as of May 13, 2013, is among NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent Borrower signatory thereto as borrowers, NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), NOVELIS DEUTSCHLAND GMBH, a company organized under the laws of Germany (the “German Borrower”),_and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Parent Borrower, the U.S. Borrowers, the U.K. Borrower, and the German Borrower, the “Borrowers”), AV METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as U.S. swingline lender (in such capacity, “U.S. Swingline Lender”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties and each Issuing Bank, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, “Collateral Agent”) and the other parties party thereto. Capitalized terms used but not defined herein have the meaning given to such terms in the Credit Agreement.: (a) Attached hereto as Schedule 1 are detailed calculations demonstrating compliance by Parent Borrower and its Restricted Subsidiaries with Section 6.10 of the Credit Agreement. Parent Borrower and its Restricted Subsidiaries are in compliance with Section 6.10 of the Credit Agreement as of the date hereof. 1.06 In (b) [Attached hereto as Schedule 2 is the event that Subtenant receives a written notice from Owner stating that a default or an event report of default [accounting firm.]] (c) The Parent Borrower and its Restricted Subsidiaries were in compliance (to the extent required by the terms thereof) with each of the covenants set forth in Section 6.10 of the Credit Agreement at all times during and since [__________]. (d) No Default has occurred under the Prime Lease Credit Agreement which has not been previously disclosed, in writing, to the Administrative Agent pursuant to a Compliance Certificate. (e) Attached hereto as Schedule 3 are detailed calculations showing a reconciliation of Consolidated EBITDA (Fixed Charge) to the net income set forth on the statement of income, on a quarterly basis. (f) Attached hereto as Schedule 4 are copies of financial statements, consolidated balance sheets, statements of income and cash flows separating out the results of Parent Borrower and is Restricted Subsidiaries, on the one hand, and any Unrestricted Subsidiaries, on the other hand. [Signature Page Follows] [ ] By: Name: Title: [Financial Officer] [SCHEDULE 2] [Report of Accounting Firm] [See attached] ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent for the Lenders referred to below, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 1600 Atlanta, GA 30328 Attention: Account Officer Fax: ▇▇▇-▇▇▇-▇▇▇▇ Re: Novelis Ladies and Gentlemen: This Interest Election Request is delivered to you pursuant to Section 2.08 of the AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or that an event or circumstance has occurred which with notice and/or passage modified, the “Credit Agreement”), dated as of time would constitute May 13, 2013, is among NOVELIS INC., a default or event of default corporation amalgamated under the Prime LeaseCanada Business Corporations Act (the “Parent Borrower”), Subtenant may without further consent or instruction NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of Sublandlord pay the Parent Borrower signatory thereto as borrowers, NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), NOVELIS DEUTSCHLAND GMBH, a company organized under the laws of Germany (the “German Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Parent Borrower, the U.S. Borrowers, the U.K. Borrower, and the German Borrower, the “Borrowers”), AV METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as U.S. swingline lender (in such capacity, “U.S. Swingline Lender”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties and each Issuing Bank, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, “Collateral Agent”) and the other parties party thereto. Capitalized terms used but not defined herein have the meaning given to such terms in the Credit Agreement.. The Administrative Borrower hereby requests that on [__________] (the “Interest Election Date”), 1. $[__________] of the presently outstanding principal amount of the [U.S. Revolving Loans] [U.K. Revolving Loans] [Swiss Revolving Loans][German Revolving Loans] [available/originally made on [__________]], in [________] 2. [and all presently being maintained as/ issued as] [Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.Rate Loans] [Eurocurrency Loans] [EURIBOR Loans], 3. be [established as] [converted into] [continued as],

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Joinder shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Joinder may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Joinder by telecopy shall be effective as delivery of a manually executed counterpart of this Joinder. This Joinder shall be governed by, and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01construed in accordance with, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date law of the Prime Lease State of New York. ATTACHED TO AND MADE A PART OF THAT CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, PREMIER HEALTHCARE ALLIANCE, L.P., PREMIER SUPPLY CHAIN IMPROVEMENT, INC. AND PREMIER HEALTHCARE SOLUTIONS, INC., AS CO-BORROWERS, THE GUARANTORS PARTY THERETO, THE LENDERS PARTY THERETO AND ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, DATED AS OF NOVEMBER [ ], 2018 This Joinder Agreement (this “Agreement”), dated as of [ , ], is by and among [ , a ] (the “Commencement DateSubsidiary Guarantor”), Premier Healthcare Alliance, L.P., a California limited partnership, Premier Supply Chain Improvement, Inc., a Delaware corporation, and Premier Healthcare Solutions, Inc., a Delaware corporation (the “Co-Borrowers”), and ending on ▇▇▇▇▇ Fargo Bank, National Association, in its capacity as administrative agent (in such date capacity, the “Administrative Agent”) under that the Term or Extended Term certain Credit Agreement, dated as of November [ ], 2018 (as such terms are defined in the Prime Lease)amended, as applicablemodified, of the Prime Lease terminates pursuant extended, restated, replaced, or supplemented from time to its terms (time, the “Expiration DateCredit Agreement”), unless sooner terminated pursuant by and among the Co-Borrowers, the Guarantors, the Lenders and the Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is a Domestic Subsidiary (that is not an Excluded Subsidiary), and, consequently, the Loan Parties are required by Section 6.12 of the Credit Agreement to cause the terms Subsidiary Guarantor to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and provisions the Co-Borrowers hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: 1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution and delivery of this Sublease and/or Agreement, the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, Subsidiary Guarantor will be deemed to be a party to and a “Renewal Option”), to extend Guarantor” under the Initial Term Credit Agreement and shall have all of this Sublease for an additional period the obligations of five (5) years each (each, an “Extension Term”)a Guarantor thereunder as if it had executed the Credit Agreement. The Initial Term together with each Extension Term are collectively referred to herein Subsidiary Guarantor hereby ratifies, as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Subleasedate hereof, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by be bound by, all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all of the terms, covenants provisions and conditions contained in the Prime Lease applicable Loan Documents applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound bySubsidiary Guarantor, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any limitation (a) all of the representations and warranties applicable to a Subsidiary Guarantor set forth in Article V of the Credit Agreement and (b) all increases of the affirmative and negative covenants applicable to a Subsidiary Guarantor set forth in rent Articles VI and other charges thereunder)VII of the Credit Agreement. Without limiting the generality of the foregoingforegoing terms of this Paragraph 1, Subtenant shall maintain for the benefit of OwnerSubsidiary Guarantor hereby guarantees, Sublandlord, jointly and Subtenant the types of insurance severally together with the minimum coverage amounts required under Section 22 other Guarantors, the prompt payment of the Prime Lease. All such insurance policies so maintained shall be Obligations in accordance with Article XI of the requirements of Section 22 in the Prime LeaseCredit Agreement. 1.03 2. The parties further agree Subsidiary Guarantor acknowledges and confirms that the Subtenant shall have each and every it has received a copy of the rights Credit Agreement and privileges of the Sublandlord under schedules and exhibits thereto. The information on the Prime Lease schedules to the Credit Agreement are hereby supplemented with respect to the ALF PremisesSubsidiary Guarantor (to the extent permitted or required under the Credit Agreement) to reflect the information shown on the attached Annex 1. 3. For the purposes of The information on Annex 1 to this Sublease Agreement is true and correct as of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease)date hereof. 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as collateral for the ALF Premises full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of Tenant’s failure to Subtenant, pursuant to the terms and comply with one or more provisions of this Sublease Lease, a standby, unconditional negotiable, irrevocable, transferable letter of credit (the “Letter of Credit”) substantially in the form of Exhibit L attached to this Lease and containing the Prime Leaseterms required herein, in the face amount set forth for the Letter of Credit in the Basic Lease Information (the “Letter of Credit Amount”), naming Landlord as beneficiary, issued (or confirmed) by a financial institution acceptable to Landlord in Landlord’s reasonable discretion, permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in its sole discretion. The term Tenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in the Letter of Credit Amount through the date (the “Final LC Expiration Date”) that is ninety (90) days after the scheduled expiration date of the Lease Term, as such term it may be extended pursuant from time to this Section 1.01time. If the Letter of Credit held by Landlord expires before the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of 11 Second & Spring Avalara, Inc. termination or nonrenewal given by the issuing bank), Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord not less than sixty (60) days before the expiration date of the Letter of Credit then held by Landlord. In addition, if, at any time before the Final LC Expiration Date, the “Initial Term”financial institution that issued (or confirmed) the Letter of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (Credit held by Landlord fails to meet the “Commencement Date”Minimum Financial Requirement” (as defined below), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)then, as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of within five (5) years each (eachBusiness Days after Landlord’s demand, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred Tenant shall deliver to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the PrimeLandlord, in accordance with the terms and provisions of the Prime Lease for the valid exercise replacement of such renewal optionLetter of Credit, subject a new Letter of Credit issued (or confirmed) by a financial institution that meets the Minimum Financial Requirement and is otherwise acceptable to Sublandlord having Landlord in Landlord’s reasonable discretion, whereupon Landlord shall return to Tenant the right to exercise the extension at Letter of Credit that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premisesbeing replaced. For the purposes of this Sublease of the ALF Premiseshereof, wherever in the Prime Lease the word “Landlord” or “Owner” is used it a financial institution shall be deemed to mean meet the Sublandlord herein “Minimum Financial Requirement” on a particular date if and wherever only if, as of such date, such financial institution (a) has not been placed into receivership by the FDIC; and (b) has a financial strength that, in Landlord’s good faith judgment, is not less than that which is then generally required by Landlord and its Affiliates as a condition to accepting letters of credit in support of new leases. Any new Letter of Credit or certificate of renewal or extension (a “Renewal or Replacement LC”) shall comply with all of the Prime Lease the term “Tenant” or “Operator” is used it provisions of this Section 6, shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Leaseirrevocable, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume transferable and shall not remain in effect (or be liable to any person or entity for obligations arising under automatically renewable) through the Prime Lease with respect to Final LC Expiration Date upon the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or same terms as the Owner may directLetter of Credit that is expiring or being replaced.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime 32.1 This Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, is construed in accordance with the terms laws of the State of Arizona. 32.2 If Tenant is composed of more than one person or entity, then the obligations of such entities or parties are joint and several. 32.3 If any term, condition, covenant, or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, conditions, covenants, and provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 32.4 The various headings and numbers herein and the grouping of the Prime provisions of this Lease into separate articles and sections are for the valid exercise purpose of such renewal option, subject to Sublandlord having the right to exercise the extension at that timeconvenience only and are not be considered a part hereof. 1.02 32.5 Time is of the essence of this Lease. 32.6 In the event either party initiates legal proceedings or retains an attorney to enforce any right or obligation under this Lease or to obtain relief for the breach of any covenant hereof, the party ultimately prevailing in such proceedings or the non-defaulting party shall be entitled to recover all costs and reasonable attorneys' fees. 32.7 This Sublease isLease, and shall be at all timesany Exhibit or Addendum attached hereto, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, conditions, covenants, provisions, promises, agreements, and undertakings, either oral or written, between the Landlord and Tenant. No subsequent alteration, amendment, change, or addition to this Lease is binding upon Landlord or Tenant unless reduced to writing and signed by both parties. 32.8 Subject to Article 24, the covenants herein contained shall apply to and conditions contained bind the heirs, successors, executors, personal representatives, legal representatives, administrators, and assigns of all the parties hereto. 32.9 No term, condition, covenant, or provision of this Lease shall be waived except by written waiver of Landlord, and the forbearance or indulgence by Landlord in any regard whatsoever shall not constitute a waiver of the Prime term, condition, covenant, or provision to be performed by Tenant to which the same shall apply, and until complete performance by Tenant of such term, condition, covenant, or provision, Landlord shall be entitled to invoke any remedy available under this Lease applicable or by law despite such forbearance or indulgence. The waiver by Landlord of any breach or term, condition, covenant, or provision hereof shall apply to and be limited to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume specific instance involved and shall not be liable deemed to apply to any person other instance or entity for obligations arising under to any subsequent breach of the Prime Lease with same or any other term, condition, covenant, or provision hereof. Acceptance of rent by Landlord during a period in which Tenant is in default in any respect other than payment of rent shall not be deemed a waiver of the other default. Any payment made in arrears shall be credited to the period prior oldest amount outstanding and no contrary application will waive this right. 32.10 The use of a singular term in this Lease shall include the plural and the use of the masculine, feminine, or neuter genders shall include all others. 32.11 Landlord's submission of a copy of this Lease form to any person, including Tenant, shall not be deemed to be an offer to lease or the creation of a lease unless and until this Lease has been fully signed and delivered by Landlord. 32.12 Every term, condition, covenant, and provision of this Lease, having been negotiated in detail and at arm's length by both parties, shall be construed simply according to its fair meaning and not strictly for or against Landlord or Tenant. 32.13 If the time for the performance of any obligation under this Lease expires on a Saturday, Sunday, or legal holiday, the time for performance shall be extended to the Commencement Date of this Subleasenext succeeding day which is not a Saturday, Sunday, or legal holiday. 1.05 Sublandlord hereby authorizes Subtenant 32.14 If requested by Landlord, Tenant shall execute written documentation with signatures acknowledged by a notary public, to deal directly with the Owner with respect to any evidence when and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default if Landlord or an event of default Tenant has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due met certain obligations under this Sublease directly to the Owner or as the Owner may directLease.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant This Assignment and Assumption shall be binding upon. and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principles that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Assignment and Assumption. Acadia Realty Acquisition III LLC, as Managing Member, 1. The undersigned, Acadia Strategic Opportunity Fund III LLC, a Delaware limited liability company ("Guarantor"), hereby irrevocably, unconditionally and absolutely guarantees in favor of BANK OF AMERICA, N.A., as Administrative Agent for each of the Secured Parties under that certain Credit Agreement referred to below ("Creditor"), the prompt payment when due of all interest, principal, fees, expenses and other amounts now or hereafter represented by, or arising in connection with: (a) that certain Qualified Borrower [Promissory] [Letter of Credit] Note (the terms"Qualified Borrower Note"), covenants and conditions contained dated, 20 in the Prime Lease applicable amount of $______, payable by __________("Qualified Borrower") to the ALF Premises shall be applicable to this Sublease order of Creditor, including without limitation all liabilities and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound byindebtedness represented or evidenced by any promissory note given in renewal, extension, modification or substitution of or for the benefit Qualified Borrower Note; and (b) all obligations of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord Qualified Borrower under the Prime Lease with respect to Credit Agreement (collectively, the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder"Guaranteed Debt"). Without limiting the generality This is an unconditional guaranty of payment, and not a guaranty of collection, and Creditor may enforce Guarantor's obligations hereunder pursuant to Section 2.6 of the foregoingCredit Agreement without first suing, Subtenant shall maintain or enforcing its rights or remedies against, Qualified Borrower or any other obligor, or enforcing or collecting any present or future collateral security for the benefit of OwnerGuaranteed Debt. Unless otherwise defined in this guaranty agreement (this "Borrower Guaranty"), Sublandlord, and Subtenant capitalized terms not defined herein shall have the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All meanings assigned to such insurance policies so maintained shall be in accordance with the requirements of Section 22 terms in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease Credit Agreement (in which event the terms of the Prime Lease shall control over this Subleasehereinafter defined). 1.04 This Sublease 2. Guarantor hereby waives notice of: (a) acceptance of this Borrower Guaranty; (b) the extension of credit by Creditor to Qualified Borrower; (c) the occurrence of any breach or default by Qualified Borrower in respect of the Guaranteed Debt; (d) the sale or foreclosure on any collateral for the Guaranteed Debt; (e) the transfer of the Guaranteed Debt to any third party to the extent permitted under the Credit Agreement and to the extent that such notice is not an assignment of required under the Prime Lease by Sublandlord to SubtenantCredit Agreement; and (f) all other notices, except as otherwise required under the Credit Agreement. 3. Guarantor hereby consents and agrees to, and Subtenant does not assume and acknowledges that its obligations hereunder shall not be liable released or discharged by, the following: (a) the renewal, extension, modification or alteration of the Qualified Borrower Note, the Guaranteed Debt or any related document or instrument; (b) any forbearance or compromise granted to any person Qualified Borrower by Creditor; (c) the insolvency, bankruptcy, liquidation or entity for obligations arising under dissolution of Qualified Borrower; (d) the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprisedinvalidity, in a timely fashion, illegality or unenforceability of all or any part of the Guaranteed Debt; (e) the full or partial release of the Qualified Borrower or any other obligor; (f) the 'release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral for the Guaranteed Debt; (g) the failure of Creditor properly to obtain, perfect or preserve any security interest or lien in any such dealingscollateral; (h) the failure of Creditor to exercise diligence, commercial reasonableness or reasonable care in the preservation, enforcement or sale of any such collateral; and (i) any other act or omission of Creditor or Qualified Borrower which would otherwise constitute or create a legal or equitable defense in favor of Guarantor. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all the termshereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, covenants which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and conditions contained in the Prime Lease applicable to the ALF Premises Assumption by telecopy or other means of electronic imaging shall be applicable to this Sublease and are hereby incorporated herein and made effective as delivery of a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes manually executed counterpart of this Sublease of the ALF PremisesAssignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant hereinAND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇ Bank USA, as Administrative Agent for the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: The undersigned, Square, Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of May 1, 2020 (as amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among the Borrower, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is , 20 .1 (ii) The aggregate principal amount of the Proposed Borrowing is [ ].2 (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (iv) [The initial Interest Period for the Proposed Borrowing is [one/three/six/twelve months][insert period less than one month].3] (v) The location and number of the account or accounts to which funds are to be disbursed is as follows: 1 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof, provided that Subtenant any such notice shall keep Sublandlord apprisedbe deemed to have been given on a certain day only if given before 12:00 noon (New York City time) in the case of ABR Loans or before 12:00 noon (New York City time) in the case of Eurodollar Loans, on such day. 2 Such amounts to be stated in a timely fashion, of all such dealingsDollars. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01construed in accordance with, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date internal laws of the Prime Lease State of New York without regard to conflict of laws principles thereof. $[1][___,___,___][2] [mm/dd/yy] New York, New York FOR VALUE RECEIVED, NFE ATLANTIC HOLDINGS LLC, a Delaware limited liability company (the “Commencement DateBorrower”), and ending on such date that hereby promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the Term or Extended Term principal amount of [ ] DOLLARS (as such terms are defined $ [ , , ]) in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively installments referred to herein as below. Borrower also promises to pay interest on the “Term”. Each Renewal Option for each Extension Term may unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, determined in accordance with the terms and provisions of that certain Credit Agreement, dated as of August 15, 2018 (as it may be amended, supplemented or otherwise modified, the Prime Lease for “Credit Agreement”; the valid exercise of such renewal optionterms defined therein and not otherwise defined herein being used herein as therein defined), subject by and among NEW FORTRESS ENERGY HOLDINGS LLC, a Delaware limited liability company, as Holdings, Borrower, the Subsidiary Guarantors from time to Sublandlord having time party thereto, the right several banks and other financial institutions or entities from time to exercise time parties thereto, as the extension at that time. 1.02 This Sublease isLenders, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided ▇ SENIOR FUNDING, INC., as Administrative Agent. Borrower shall make scheduled principal payments on this Note as set forth in Section 2.9 of the Credit Agreement. This Note is one of the “Term Loan Notes” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment and Acceptance effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, the Administrative Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that Subtenant shall keep Sublandlord apprised, in before disposing of this Note or any part hereof it will make a timely fashion, notation hereon of all such dealings. 1.06 In principal payments previously made hereunder and of the event that Subtenant receives date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note. 1 Lender’s Term Loan amount 2 Closing Date (or, if written notice from Owner stating of Lender’s request for Note is delivered after the Closing Date, a date that a default is promptly after the Borrower’s receipt of such notice) This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or an event may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The terms of default has occurred under this Note are subject to amendment only in the Prime Lease manner provided in the Credit Agreement. No reference herein to the Credit Agreement and no provision of this Note or that an event the Credit Agreement shall alter or circumstance has occurred impair the obligations of Borrower, which with notice and/or passage are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. Borrower hereby promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time would constitute a default at or event after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of default under the Prime Leaseevery kind and, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or full extent permitted by law, the right to plead any statute of limitations as the Owner may directa defense to any demand hereunder.

General Provisions. 1.01 Sublandlord This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). New York, New York , FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby subleases promises to pay on demand to the ALF Premises order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the [United States of America] in immediately available funds, at such location as a Payee shall from time to Subtenanttime designate, the unpaid principal amount of all loans and advances made by such Payee to such Payor. Each Payor also promises to pay interest on the unpaid principal amount hereof in like money at said location from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by such Payor and the respective Payee. This Note is an Intercompany Note referred to in the Credit Agreement dated as of August 16, 2010, among Endeavour International Corporation, Endeavour Energy UK Limited, the lenders party thereto from time to time, and Cyan Partners, LP, as Administrative Agent for such Lenders (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”) and shall be pledged pursuant to the applicable Security Documents (as defined in the Credit Agreement). The Payor hereby acknowledges and agrees that the Collateral Agent (as defined in the Credit Agreement) may, pursuant to the terms and provisions of this Sublease and the Prime Lease. The term (such Security Documents as such term may be extended pursuant in effect from time to time, exercise all rights provided therein with respect to this Section 1.01, the “Initial Term”Note. Each Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to any Payor (all of this Sublease which shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”evidenced by this Note), and ending on all repayments or prepayments thereof, in its books and records, such date that books and records constituting prima facie evidence of the Term accuracy of the information contained therein. All payments under this Note shall be made without offset, counterclaim or Extended Term deduction of any kind. Each Payor hereby waives (as such terms are defined to the extent permitted by applicable law) presentment, demand, protest or notice of any kind in the Prime Lease)connection with this Note. [NAME OF EACH CREDIT PARTY], as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant Payor By: Name: Title: Pay to the terms and provisions order of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each[NAME OF EACH CREDIT PARTY], a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.Payee By: Name: Title:

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, each of which shall constitute an original, but all the terms, covenants of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and conditions contained in the Prime Lease applicable to the ALF Premises Assumption by telecopy or other electronic format (including .pdf) shall be applicable to effective as delivery of a manually executed counterpart of this Sublease Assignment and are hereby incorporated herein Assumption. This Assignment and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and Assumption shall be bound governed by, for and construed in accordance with, the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality law of the foregoingState of New York. BMO ▇▇▇▇▇▇ Bank N.A., Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the Administrative Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇; provided ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Reference is hereby made to that Subtenant shall keep Sublandlord apprisedcertain Credit Agreement, in dated as of December 31, 2020 (as amended, restated, supplemented, or modified from time to time, the “Credit Agreement”), by and among Landec Corporation, a timely fashionDelaware corporation, of all such dealings. 1.06 In the event Curation Foods, Inc., a Delaware corporation, Lifecore Biomedical, Inc., a Delaware corporation (collectively, with each other party that Subtenant receives executes a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly joinder to the Owner Credit Agreement as a borrower, whether pursuant to Section 7.12 or otherwise, the “Borrowers” and each, a “Borrower”), each Guarantor from time to time party thereto (together with the Borrowers, the “Loan Parties”), each Lender from time to time party thereto (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the Owner may direct“Lenders”) and BMO ▇▇▇▇▇▇ Bank N.A., as administrative agent for the Lenders (“Administrative Agent”), Swing Line Lender and a Letter of Credit Issuer. Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to them in the Credit Agreement. Reference is also made to that certain [describe the Credit Product Arrangement] (the “Specified Credit Product Arrangement”) dated as of [__________] by and between [Lender or Affiliate of Lender] (the “Specified Credit Product Provider”) and [identify the Loan Party or Subsidiary].

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all the termshereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, covenants and conditions contained in the Prime Lease applicable to the ALF Premises which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be applicable to this Sublease and are hereby incorporated herein and made effective as delivery of a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality manually executed counterpart of the foregoingAssignment. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * EXHIBIT O INCREMENTAL TERM LOAN COMMITMENT AGREEMENT [Name(s) of Lender(s)] _____________, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ______ TransDigm Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇; ▇▇▇▇ Parkway Richmond Heights, Ohio 44143 re INCREMENTAL TERM LOAN COMMITMENTS Ladies and Gentlemen: Reference is hereby made to the Amended and Restated Credit Agreement, dated as of December 3, 1998 and amended and restated as of May 31, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among TransDigm Holding Company, TransDigm Inc. (the "Borrower" or "you"), the lenders from time to time party thereto (the "Lenders"), Credit Suisse First Boston Corporation, as Syndication Agent (in such capacity, the "Syndication Agent"), and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Administrative Agent (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement. Each Lender (each an "Incremental Term Loan Lender") party to this letter agreement (this "Agreement") hereby severally agrees to provide the Incremental Term Loan Commitment set forth opposite its name on Annex I attached hereto (for each such Incremental Term Loan Lender, its "Incremental Term Loan Commitment"). Each Incremental Term Loan Commitment provided pursuant to this Agreement shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Sections 1.01(g) and 1.15 thereof. Each Incremental Term Loan Lender, the Borrower and the Administrative Agent acknowledge and agree that Subtenant the Incremental Term Loan Commitments provided pursuant to this Agreement shall keep Sublandlord apprisedconstitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to such Incremental Term Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender, the Borrower and the Administrative Agent further agree that, with respect to the Incremental Term Loan Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to in writing with the Borrower and acknowledged by the Exhibit O Page 2 Administrative Agent, all of which fees shall be due and payable to such Incremental Term Loan Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a timely fashionparty to the Credit Agreement as a Lender thereunder, (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Credit Documents, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each Incremental Term Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificates referred to in Section 4.04(b) of the Credit Agreement, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Loan Lender, the Administrative Agent, the Borrower and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 8 of Annex I hereto (such date, the "Agreement Effective Date"), each Incremental Term Loan Lender party hereto (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, all Incremental Term Loans made pursuant thereto and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Security Documents and the Guaranties. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranty in accordance Exhibit O Page 3 with the terms and provisions thereof and (ii) be secured by all Liens granted by, and be entitled to the benefits, of all the Security Documents. Attached hereto as Annex II are true and correct copies of officer's certificates, board of director resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to Section 1.15(b)(x)(V) of the Credit Agreement. Attached hereto as Annex III is an opinion of _________, special counsel to the Credit Parties, delivered as required pursuant to Section 1.15(b)(x)(IV) of the Credit Agreement. Attached hereto as Annex IV is the officer's certificate required to be delivered pursuant to Section 1.15(b)(x)(III) of the Credit Agreement stating that the conditions set forth in clause (i) of the first sentence of Section 1.15(a) have been satisfied. [Attached hereto as Annex V is the officer's certificate required to be delivered pursuant to Section 1.15(b)(y) of the Credit Agreement stating that the conditions set forth in clauses (ii), (iii) and (iv) of the first sentence of Section 1.15(a) of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail and copies of the certificates set forth in such dealings. 1.06 clauses (ii) and (iii)).](6) The Obligations to be incurred pursuant to the Incremental Term Loan Commitments provided hereunder are in accordance with, will not violate the provisions of, and will constitute "Senior Debt" under, and as defined in, the Senior Subordinated Note Indenture and, to the extent same is in effect or will remain in effect after giving effect to the application of the proceeds of the Incremental Term Loans to be made pursuant to such Incremental Term Loan Commitments and the Seller Subordinated Note Indenture. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to the Administrative Agent before the close of business on ____________, _____. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under any conflict between the Prime Lease or that an event or circumstance has occurred which with notice and/or passage terms of time would constitute a default or event this Agreement and those of default under the Prime LeaseCredit Agreement, Subtenant may without further consent or instruction the terms of Sublandlord pay all Base Rent the Credit Agreement shall control. * * * ---------- (6) Insert this paragraph if any Incremental Term Loans are to be incurred on the Agreement Effective Date. In addition, this condition needs to be satisfied for each Incremental Term Loan Borrowing Date. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF INCREMENTAL TERM LOAN LENDERS] By ------------------------------------ Name: Title Agreed and other sums due under Accepted this Sublease directly ___ day of __________, ____: TRANSDIGM INC. By: -------------------------------- Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: -------------------------------- Name: Title: Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Term Loan Commitment Agreement and to the Owner incurrence of the Incremental Term Loans to be made pursuant thereto. [Insert signature blocks for each Guarantor] ANNEX I TO EXHIBIT O TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT DATED AS OF _____________, ____ 1. Incremental Term Loan Commitment Amounts (as of the Agreement Effective Date): AMOUNT OF INCREMENTAL TERM LOAN NAME OF INCREMENTAL TERM LOAN LENDER COMMITMENT Total 2. Designation of Tranche of Incremental Term Loan Commitments (and Incremental Term Loans to be funded thereunder)(7): 3. Indicate whether the Incremental Term Loan Commitments to be provided hereunder are to be single draw commitments or as multiple draw commitments and the Owner may direct.Incremental Term Loan Commitment Termination Date:(8)

General Provisions. 1.01 Sublandlord hereby subleases This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. Section 9.10(a) of the First Lien Term Loan Agreement shall apply to Subtenantthis Assignment and Assumption as if specifically incorporated herein, mutatis mutandis. To: The Administrative Agent and each of the Lenders party to the First Lien Term Loan Agreement described below This Compliance Certificate is furnished pursuant to the terms and provisions that certain First Lien Term Loan Agreement dated as of this Sublease and the Prime Lease. The term March [—], 2014 (as such term may be extended pursuant amended, restated, amended and restated, supplemented or otherwise modified from time to this Section 1.01time, the “Initial TermFirst Lien Term Loan Agreement”) of this Sublease shall be for ), by and among Interline Brands, Inc., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease New Jersey corporation (the “Commencement DateBorrower”), Interline Brands, Inc., a Delaware corporation, the Subsidiaries of the Borrower from time to time party thereto, the Lenders and ending on such date that Barclays Bank PLC, as administrative agent and collateral agent for the Term or Extended Term (as such Lenders. Unless otherwise defined herein, capitalized terms are defined used in this Compliance Certificate have the meanings ascribed thereto in the Prime Lease)First Lien Term Loan Agreement. THE UNDERSIGNED HEREBY CERTIFIES, as applicableAS A FINANCIAL OFFICER OF THE BORROWER, IN SUCH CAPACITY AND NOT IN AN INDIVIDUAL CAPACITY, THAT: 1. I am the duly elected of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms Borrower and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration Financial Officer of the then current term of this SubleaseBorrower; 2. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall I have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event reviewed the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment First Lien Term Loan Agreement and I have made, or have caused to be made under my supervision, a review in reasonable detail of the Prime Lease transactions and conditions of the Borrower and its Subsidiaries, on a consolidated basis, during the [Fiscal Quarter][Fiscal Year] covered by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.attached financial statements;

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. To: The Lenders parties to Subtenant, the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to the terms and provisions that certain Credit Agreement dated as of this Sublease and the Prime Lease. The term May 26, 2011 (as such term may be amended, modified, renewed or extended pursuant from time to this Section 1.01time, the “Initial TermAgreement”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease among ExlService Holdings, Inc. (the “Commencement DateBorrower”), the other Loan Parties, the Lenders party thereto, the Issuing Banks party thereto and ending on such date that JPMorgan Chase Bank, N.A., as Administrative Agent for the Term or Extended Term (as such Lenders. Unless otherwise defined herein, capitalized terms are defined used in this Compliance Certificate have the meanings ascribed thereto in the Prime Lease), as applicable, Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime LeaseBorrower; 2. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall I have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event reviewed the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment Agreement and I have made, or have caused to be made under my supervision, a detailed review of the Prime Lease transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by Sublandlord the attached financial statements [for quarterly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to Subtenant, normal year-end audit adjustments and Subtenant does not assume the absence of footnotes] [for annual financial statements add: and shall not be liable to any person or entity for obligations arising under such financial statements present fairly in all material respects the Prime Lease financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidating basis in accordance with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.GAAP consistently applied];

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by fax transmission or other electronic mail transmission (e.g., “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of New York. The term TO: KeyBank National Association, as Administrative Agent RE: Amended and Restated Credit Agreement, dated as of November 12, 2019, by and among Sunrun Inc., a Delaware corporation, AEE Solar, Inc., a California corporation, Sunrun South LLC, a Delaware limited liability company, and Sunrun Installation Services Inc., a Delaware corporation (as such term may be extended pursuant to this Section 1.01collectively, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement DateBorrowers”), the Guarantors, the Lenders, KeyBank National Association, as Administrative Agent, and ending on such date that the Term or Extended Term Silicon Valley Bank, as Collateral Agent (as such terms are defined in the Prime Lease)further, as applicablemodified, of the Prime Lease terminates pursuant extended, restated, replaced, or supplemented from time to its terms (time, the “Expiration DateCredit Agreement”), unless sooner terminated pursuant to ; capitalized terms used and not otherwise defined herein shall have the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions meaning set forth in the Prime Lease Credit Agreement) DATE: [Date] The undersigned Responsible Officer1 hereby certifies as if Subtenant were of the tenant under date hereof that [he/she] is the Prime Lease with respect [_______________________] of Sunrun, and that, as such, [he/she] is authorized to execute and deliver this Compliance Certificate (this “Certificate”) to the ALF PremisesAdministrative Agent on the behalf of Sunrun and the other Loan Parties, and that: 1. Except as otherwise provided herein, The Loan Parties have delivered the parties agree that all year-end audited financial statements required by Section 6.01(a) of the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, Credit Agreement for the benefit fiscal year of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality Sunrun ended as of the foregoingabove date, Subtenant shall maintain together with the report and opinion of an independent certified public accountant required by Section 6.01(a) of the Credit Agreement. 1. The Loan Parties have delivered the unaudited financial statements required by Section 6.01(b) of the Credit Agreement for the benefit fiscal quarter of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 Sunrun ended as of the Prime Lease. All such insurance policies so maintained shall be above date, which Consolidated financial statements fairly present the financial condition, results of operations and cash flows of Sunrun in accordance with GAAP as of such date and for such period, subject only to normal year-end audit adjustments and the requirements absence of Section 22 in the Prime Leasefootnotes. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein2. The rights undersigned has reviewed and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event familiar with the terms of the Prime Lease shall control over this Sublease)Credit Agreement and has made, or has caused to be made under [his/her] supervision, a detailed review of the transactions and condition (financial or otherwise) of Sunrun and its Subsidiaries during the accounting period covered by such financial statements. 1 This Certificate should be from the chief executive officer, chief financial officer, treasurer or controller of the Borrowers, as applicable. 1.04 This Sublease is not an assignment 3. A review of the Prime Lease by Sublandlord activities of Sunrun and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to Subtenantdetermining whether during such fiscal period Sunrun and each of the other Loan Parties performed and observed all their obligations under the Loan Documents, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect [to the best knowledge of the undersigned, during such fiscal period prior each of the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [to the Commencement Date best knowledge of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any undersigned, the following covenants or conditions have not been performed or observed and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in following is a timely fashion, list of all each such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent Default and other sums due under this Sublease directly to the Owner or as the Owner may direct.its nature and status:]

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of ____________________ [confirm that choice of law provision parallels the Credit Agreement]. The term Attached. FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to PULTEGROUP, INC., a Michigan corporation (“Borrower”), by BANK OF AMERICA, N.A., in its capacity as Administrative Agent under the Term Loan Agreement referenced herein (in such capacity and together with its successors and assigns as permitted under the Credit Agreement, “Administrative Agent”) and Lenders, as such term may be extended pursuant to this Section 1.01is defined in that certain Term Loan Agreement dated as of September 30, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”)2015 among Borrower, Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)▇▇▇▇▇▇▇ LYNCH, as applicablePIERCE, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”)▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease▇.▇. Subtenant acknowledges that Sublandlord has two (2) options (each▇▇▇▇▇▇ SECURITIES LLC, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashionINC. and CITIGROUP GLOBAL MARKETS INC., of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent as Joint Lead Arrangers and other sums due under this Sublease directly to the Owner or Joint Bookrunners (as the Owner same may direct.be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement;” capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement), the undersigned Subsidiaries of Borrower (each a “Guarantor” and collectively, “Guarantors”) hereby jointly and severally furnish their guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:

General Provisions. 1.01 Sublandlord hereby subleases A. The Borrower further agrees to reimburse the ALF Premises Lender for all costs and out-of-pocket expenses, including fees of the Lender's special counsel, incurred in connection with the preparation, execution, delivery, modification, waiver and amendments of this Loan Agreement, the Note and the related documentation, and also all reasonable expenses incurred by the Lender (including reasonable attorneys' fees) in the collection of any Indebtedness incurred hereunder in the event of default by Borrower. B. Borrower agrees to Subtenantpay any and all documentary, pursuant intangible stamp or excise taxes now or after payable in respect of the Loan, this Loan Agreement or Other Agreements or any modifications thereof and hold the Lender harmless with respect thereto. The Borrower further agrees that the Lender may deduct from any advance the amount of any such documentary or intangible stamp tax payable with respect to such advance, the decision of the Lender as to the amount thereof to be conclusive, absent manifest error. Borrower gives the Lender the authority to debit its accounts maintained with the Lender for any principal, interest, fees or other Liabilities becoming due hereunder. C. This Loan Agreement sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. No promise, condition, representation or warranty, express or implied, not herein set forth shall bind any party hereto, and none of them has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as in this Loan Agreement otherwise expressly stated, no representations, warranties or commitments, express or implied, have been made by any other party to the other. None of the terms or conditions of this Loan Agreement may be changed, modified, waived or canceled orally or otherwise, except by writing, signed by all the parties hereto, specifying such change, modification, waiver or cancellation of such terms or conditions, or of any preceding or succeeding breach thereof. D. Notwithstanding any other provision herein, the aggregate interest rate charged under the Note, including all charges or fees in connection therewith deemed in the nature of interest under Florida law, shall not exceed the maximum rate allowed by law. In the event the stated interest rate on the Note together with any other charge or fee deemed in the nature of interest exceeds the maximum legal rate, then the Lender shall have the right to make such adjustments as are necessary to reduce the aggregate interest rate to the maximum legal rate. The Borrower waives any right to prior notice of such adjustment and further agrees that such adjustment may be made by the Lender subsequent to notification from Borrower that the aggregate interest charged exceeds the maximum legal rate. E. This Loan Agreement, the Security Agreement and the Note issued hereunder shall be governed in all respects by the laws of Florida. F. Should any one or more of the provisions of this Sublease Loan Agreement be determined to be illegal or unenforceable as to one or more of the parties, all other provisions nevertheless shall remain effective and binding on the Prime Lease. The term (as such term may be extended pursuant parties hereto. G. Borrower and Lender hereby consent and agree that, in any actions predicated upon this Agreement, venue is properly laid in Brevard County, Florida, and that the Circuit Court for Brevard County, Florida shall have full jurisdiction to this Section 1.01, determine all issues arising out of or in connection with the “Initial Term”) execution and enforcement of this Sublease shall be for a period commencing at 12:00:01 A.M. on Agreement. Borrower waives to the Commencement Date fullest extent permitted under the laws of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, State of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitationFlorida, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoingright, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect power or privilege to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner demand a jury trial with respect to any and all matters issues arising under out of or in connection with the Prime Lease insofar execution and/or enforcement of this Agreement. H. Borrower warrants and represents to and covenants with Lender that, on and after the date of the Note, so long as they involve any of the ▇▇▇ ▇▇▇▇▇▇▇▇; indebtedness provided for herein remains unpaid: (1) Borrower, on behalf of Borrower and any material subsidiaries of Borrower (hereinafter referred to as the "Organization"), has: (a) undertaken a detailed inventory, review, and assessment of all areas within and affecting the Organization's business and operations that Subtenant shall keep Sublandlord apprised, in could be materially and adversely affected by the failure of the Organization to be Year 2000 Compliant (as hereinafter defined) on a timely fashionbasis; (b) developed a plan and time line for becoming Year 2000 Compliant on a timely basis; and (c) to date, of implemented that plan in accordance with the specified timetable in all such dealingsmaterial respects; and (2) The Organization reasonably anticipates that the Organi- zation will be Year 2000 Compliant on a timely basis. 1.06 In (3) Borrower shall deliver to Lender: (a) immediately upon becoming aware of the existence of any condition or event that Subtenant receives which constitutes or will constitute, but for the passage of time or giving of notice or both, an event of default, a written notice specifying the nature and period of existence thereof and what action the Organization is taking or proposes to take with respect thereto; and (b) at the request of Lender, such information, documentation and materials as Lender may from Owner stating time to time reasonably require including, but not limited to, (i) the Organization's Year 2000 plan and time line, (ii) any management or other letters from the Organization's accountants addressing or mentioning the Organization's Year 2000 Compliance, and (iii) such other information, documentation and materials as Lender may reasonably request from time to time in order to confirm that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under Organization is Year 2000 Compliant and the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly method(s) used by the Organization to the Owner or as the Owner may directbecome Year 2000 Compliant.

General Provisions. 1.01 Sublandlord hereby subleases Time is of the ALF Premises essence of this Note and, in case this Note is collected by law or through an attorney at law, or under advice herefrom, Maker agrees to Subtenantpay all costs of collection, including reasonable attorneys' fees and expenses. This Note is a "Negotiable Instrument" pursuant to Section 9.401 of the terms Texas Business & Commerce Code, as amended. Sellers may transfer, sell or assign this Note or his rights hereunder, in whole or part, without the requirement of the consent of Maker. Sellers will execute this Note for the purpose of acknowledging the provisions hereof and provisions his receipt of the Note, but the execution of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease Note by Sellers shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall no event be deemed to mean the Sublandlord herein constitute Sellers as an endorser of this Note. Each Maker, borrower, guarantor, surety and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations endorser of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to SubtenantNote, and Subtenant does not assume each party hereafter assuming or otherwise becoming liable hereon: (i) agree to any substitution, exchange or release of any collateral or security and the release of any party primarily or secondarily liable hereon; (ii) agree that Lender shall not be required first to institute suit or exhaust its remedies hereon against the M or others liable or to become liable hereon or enforce its rights against any security herewith in order to enforce payment of this Note by it; and (iii) consent to any person extensions, modification or entity for obligations arising under the Prime Lease postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to any of them. In addition to all principal and accrued interest on this Note, Maker agrees to pay (a) all reasonable costs and expenses incurred by Sellers in any reorganization, bankruptcy or any other proceedings for the period prior to the Commencement Date establishment or collection of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with Note, and (b) all reasonable attorneys' fees if this Note is placed in the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprisedhands of an attorney for collection after default. This Note may not be amended, in a timely fashionextended, of all such dealings. 1.06 In the event that Subtenant receives or renewed except by a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Leaseinstrument signed by Maker and Sellers. THIS NOTE, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may directAND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS).

General Provisions. 1.01 Sublandlord hereby subleases This Assignment Agreement shall be binding upon, and inure to the ALF Premises to Subtenantbenefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 3 Insert only if the Assignee is not an Affiliated Lender or a Permitted Auction Purchaser. 4 Insert only if the Assignee is an Affiliated Lender or a Permitted Auction Purchaser. 5 Insert only if the Assignee is an Affiliated Lender. 6 Insert only if the Assignee is an Affiliated Lender. 7 Insert only if the Assignor is an Affiliated Lender. FORM OF COMPLIANCE CERTIFICATE1 This Compliance Certificate (“Compliance Certificate”) is delivered pursuant to Section 6.2(c) of the terms Amended and provisions Restated Credit Agreement, dated as of this Sublease and the Prime Lease. The term May 22, 2017, (as such term may be extended pursuant amended, restated, amended and restated, supplemented or otherwise modified from time to this Section 1.01time, the “Initial TermCredit Agreement”) of this Sublease shall be for ), among Expo Event Midco, Inc., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (“Holdings”), Emerald Expositions Holding, Inc., a Delaware corporation (the “Commencement DateInitial Borrower”), the other borrowers from time to time party thereto (together with the Initial Borrower, each a “Borrower” and ending on such date that collectively, the Term or Extended Term “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (as such the “Agent”). Unless otherwise defined herein, terms are defined in the Prime Lease)Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. I am the duly elected, as applicable, qualified and acting [Insert Title of Responsible Officer] of the Prime Lease terminates pursuant Initial Borrower and as such, I am authorized to its terms (execute and deliver this Compliance Certificate in the “Expiration Date”), unless sooner terminated pursuant to name and on the terms behalf of the Initial Borrower. I have reviewed and provisions am familiar with the contents of this Sublease and/or the Prime LeaseCompliance Certificate. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall I have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event reviewed the terms of the Prime Lease shall control over this SubleaseCredit Agreement and the other Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Initial Borrower and its consolidated Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”). As of the date hereof, I have obtained no knowledge of the existence of any condition or event which constitutes a Default or Event of Default [except as specified on Attachment 3, which includes a description of the nature and period of existence of such Default or Event of Default and what action the applicable Borrower has taken, is taking and/or proposes to take with respect thereto]. [The Financial Statements fairly state in all material respect the financial position of [Emerald Expositions Events, Inc., a Delaware corporation (the “Parent”)] and its consolidated Subsidiaries in accordance with GAAP for the period covered thereby (subject to normal year end adjustments and the absence of footnotes). 1.04 This Sublease is not an assignment ] 2 Attached hereto as Attachment 2 are the computations showing [(i)] calculation of the Prime Lease by Sublandlord Total First Lien Net Leverage Ratio [and (ii) compliance with the provisions set forth in Section 7.1 of the Credit Agreement.]3 1 The attachments to Subtenantthis Exhibit C shall be updated as necessary to reflect any amendment, and Subtenant does not assume and shall not be liable to any person restatement, extension, supplement or entity for obligations arising under the Prime Lease with respect other modification to the period prior to Credit Agreement. Notwithstanding the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprisedforegoing, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under any discrepancy between the Prime Lease or that an event or circumstance has occurred which with notice and/or passage attachments to this Exhibit C and the corresponding terms of time would constitute a default or event the Credit Agreement, the corresponding terms of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may directCredit Agreement shall replace such attachment mutatis mutandis.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime Lease. The term (Assumption by telecopy shall be effective as such term may be extended pursuant to this Section 1.01, the “Initial Term”) delivery of a manually executed counterpart of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THIS JOINDER AGREEMENT (the “Commencement DateAgreement”), dated as of is by and between , a (the “New Subsidiary”), and ending on such date Bank of America, N.A., in its capacity as Administrative Agent under that the Term or Extended Term certain Credit Agreement dated as of December 5, 2002 (as such amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”; terms defined therein are defined in the Prime Lease), used herein as applicable, of the Prime Lease terminates pursuant to its terms therein defined) among AAF-M▇▇▇▇▇ INC. (the “Expiration DateBorrower”), unless sooner terminated pursuant the Guarantors, the Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent. The Credit Parties are required by Section 7.12 of the terms and provisions of this Sublease and/or Credit Agreement to cause the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, New Subsidiary to become a “Renewal Option”)Guarantor” thereunder. Accordingly, to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein New Subsidiary hereby agrees as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance follows with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound byAdministrative Agent, for the benefit of Sublandlordthe Lenders: 1. The New Subsidiary hereby acknowledges, each agrees and every obligationconfirms that, liabilityby its execution of this Agreement, responsibility and duty of Sublandlord under the Prime Lease with respect New Subsidiary will be deemed to be a party to the ALF Premises (includingCredit Agreement and a “Guarantor” for all purposes of the Credit Agreement, without limitationand shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, any as of the date hereof, and agrees to be bound by, all increases of the terms, provisions and conditions applicable to the Guarantors contained in rent and other charges thereunder)the Credit Agreement. Without limiting the generality of the foregoingforegoing terms of this paragraph 1, Subtenant the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Section 4 of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. 2. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Security Agreement, and shall maintain have all the obligations of an “Grantor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting generality of the foregoing terms of this paragraph 2, the New Subsidiary hereby grants to the Collateral Agent, for the benefit of Ownerthe Lenders, Sublandlorda continuing security interest in, and Subtenant the types a right of insurance with the minimum coverage amounts required under Section 22 set off against any and all right, title and interest of the Prime LeaseNew Subsidiary in and to its Collateral. All The New Subsidiary hereby represents and warrants to the Collateral Agent that: (i) The New Subsidiary’s chief executive office is (and for the prior four months has been) located at the location set forth on Schedule 1 attached hereto and the New Subsidiary keeps its books and records at such insurance policies so maintained shall be location. (ii) The type of Collateral owned by the New Subsidiary and the location of all Collateral owned by the New Subsidiary is as shown on Schedule 2 attached hereto. (iii) The New Subsidiary’s legal name and jurisdiction of formation are as shown in accordance with this Agreement and the requirements of Section 22 New Subsidiary has not in the Prime Leasepast four months changed its name or its jurisdiction of formation, been party to a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 attached hereto. 1.03 (iv) The parties further agree that the Subtenant shall have each patents and every trademarks listed on Schedule 4 attached hereto constitute all of the rights registrations and privileges of applications for the Sublandlord under patents and trademarks owned by the Prime Lease with respect to the ALF PremisesNew Subsidiary. 3. For the purposes The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Sublease of Agreement, the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall New Subsidiary will be deemed to mean be a party to the Sublandlord herein Credit Party Pledge Agreement, and wherever shall have all the obligations of a “Pledgor” thereunder as if it had executed the Credit Party Pledge Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all the terms, provisions and conditions contained in the Prime Lease Credit Party Pledge Agreement. Without limiting the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations generality of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the foregoing terms of this paragraph 3, the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment New Subsidiary hereby pledges and assigns to the Collateral Agent, for the benefit of the Prime Lease by Sublandlord to SubtenantLenders, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect grants to the period prior to Collateral Agent, for the Commencement Date benefit of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to Lenders, a continuing security interest in any and all matters arising under right, title and interest of the Prime Lease insofar New Subsidiary in and to its Pledged Collateral (as they involve such term is defined in the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealingsCredit Party Pledge Agreement). Such Pledged Collateral is set forth on Schedule 5 attached hereto. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases Concurrent with the ALF Premises to Subtenant, pursuant to the terms and provisions execution of this Sublease and the Prime Lease. The term , Tenant has delivered to Landlord a Letter of Credit (as such term may be extended pursuant to this Section 1.01, hereinafter defined) in the “Initial Term”) amount specified in the Basic Lease Information of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease security for the valid exercise faithful performance and observance by Tenant of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained of this Lease. The Letter of Credit shall be in the Prime Lease applicable form of a clean, irrevocable, non-documentary and unconditional letter of credit (the "Letter of Credit") issued by and drawable upon a commercial bank which is satisfactory to Landlord (the ALF Premises "Issuing Bank"), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by M▇▇▇▇'▇ Investors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000. The Letter of Credit shall (i) name Landlord as beneficiary, (ii) have a term of not less than one year, (iii) permit multiple drawings, (iv) either (x) be fully transferable by Landlord without the payment of any fees or charges by Landlord, or (y) Tenant shall be applicable obligated to this Sublease and are hereby incorporated herein and made cause a part hereof. Subtenant hereby expressly assumes and agrees replacement Letter of Credit to fully comply with and be bound by, issued for the benefit of SublandlordLandlord's transferee, each and every obligationat no fee or charge to Landlord, liability, responsibility and duty of Sublandlord under the Prime Lease with respect subject only to the ALF Premises return of the original Letter of Credit, and (including, without limitationv) otherwise be in form and content reasonably satisfactory to Landlord. If upon any transfer of the Letter of Credit, any and all increases in rent and other fees or charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements so imposed, then such fees or charges shall be payable solely by Landlord. The Letter of Section 22 in the Prime Lease. 1.03 The parties further agree Credit shall provide that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in no event shall the Letter of Credit expire prior to mean the Sublandlord herein sixtieth (60th) day following the scheduled expiration date of the Term or any renewal Term); provided, however, the Issuing Bank may retain the right to send duplicate notices (the "Non-Renewal Notices") to Landlord and wherever in Tenant by certified mail, return receipt requested, not less than sixty (60) days next preceding the Prime Lease then- expiration date of the term “Tenant” or “Operator” is used it shall be deemed Letter of Credit, stating that the Issuing Bank has elected not to mean renew the Subtenant hereinLetter of Credit. The rights Issuing Bank shall agree with all drawers, endorsers and obligations of Sublandlord bona fide holders that drafts drawn under and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event compliance with the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment Letter of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not Credit will be liable to any person or entity for obligations arising under the Prime Lease with respect duly honored upon presentation to the period prior Issuing Bank or its correspondent bank at an office location in Dallas, Texas. The Letter of Credit shall be subject in all respects to the Commencement Date International Standard Practice 1998 (ISP 98), International Chamber of this SubleaseCommerce Practice, Publication No. 590. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises to Subtenantbenefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Texas. FORM OF BORROWING REQUEST3 NRP Oil and Gas LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.03 of the terms and provisions Credit Agreement, dated as of this Sublease and the Prime Lease. The term August 12, 2013 (as such term may be extended pursuant to this Section 1.01together with all amendments, restatements, supplements or other modifications thereto, the “Initial TermCredit Agreement”) of this Sublease ; capitalized terms used herein but not otherwise defined shall be for a period commencing at 12:00:01 A.M. on have the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions meanings set forth in the Prime Lease Credit Agreement) among the Borrower, the other Loan Parties party thereto, the Lenders party thereto, and ▇▇▇▇▇ Fargo Bank, N.A., as if Subtenant were Administrative Agent, hereby requests a Borrowing as follows: (i) Aggregate amount of the tenant under requested Borrowing is $[ ]; (ii) Date of such Borrowing is [ ], 20[ ] (the Prime Lease with respect “Borrowing Date”); (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [one] [two] [three] [six] months; (v) Amount of Borrowing Base in effect on the date hereof is $[ ]; (vi) Aggregate Credit Exposure on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; (vii) Pro forma Aggregate Credit Exposure (giving effect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants requested Borrowing) is $[ ]; and (viii) Location and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality number of the foregoingBorrower’s account to which funds are to be disbursed, Subtenant which shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance comply with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every 2.05 of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF PremisesCredit Agreement, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.follows: [ ] [ ] [ ] [ ] [ ]

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the Prime Leaseinternal laws of the State of New York without regard to conflict of laws principles thereof. 1. The term I am the Chief Financial Officer of INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“Administrative Borrower”). 2. I have reviewed the terms of that certain Credit Agreement, dated as of May 10, 2013 (as such term it may be extended pursuant to this Section 1.01amended, supplemented or otherwise modified, the “Initial TermCredit Agreement”) ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Administrative Borrower, each of this Sublease shall be for a period commencing at 12:00:01 A.M. Administrative Borrower’s domestic Subsidiaries identified on the Commencement Date of signature pages thereof or hereafter becoming a “Borrower” by joinder thereto (together with the Prime Lease (Administrative Borrower, the “Commencement DateBorrowers”), each of the Lenders party thereto, and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)CIT FINANCE LLC, as applicableAdministrative Agent, Collateral Agent and Swingline Lender, and I am familiar with the definitions of the Prime Lease terminates pursuant to its terms “Eligible Accounts” and “Eligible Completed Drilling Rigs” (collectively, the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option NoticeEligibility Definitions”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in Section 1.01 of the Prime Lease Credit Agreement. 3. I, or those acting on my behalf and under my supervision, have examined and reviewed the reports, schedules, lists and other documents and materials upon which Borrowers have relied to determine the eligibility of all assets and property included in the Borrowing Base as if Subtenant were of the tenant under the Prime Lease with respect date hereof and, to the ALF Premises. Except as otherwise provided hereinextent necessary, have investigated the parties agree that all the terms, covenants accuracy and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality completeness of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlordstatements and information contained therein, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All statements I express herein are based on such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Leaseexamination, review and investigation. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York [confirm that choice of law provision parallels the Credit Agreement]. 1Describe Credit Agreement at option of Administrative Agent. 2The term “Loan Document” should be conformed to that used in the Credit Agreement. 3The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. If the Borrower is a U.S. Borrower, the bracketed language should be deleted. 4The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, Assignee[s] shall make all appropriate adjustments in payments by the “Initial Term”) of this Sublease shall be Administrative Agent for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months periods prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease Effective Date or with respect to the ALF Premises. Except making of this assignment directly between themselves.” THIS GUARANTY AGREEMENT (“Guaranty”), dated as otherwise provided hereinof ___________________, 201__, is executed and delivered by the undersigned corporation (“Guarantor”) to each of the financial institutions from time to time party to the Second Amended and Restated Credit Agreement dated as of __________, 2011, by and among Lufkin Industries, Inc., Lufkin Finance (US) LP, the parties agree that all Lenders, and JPMorgan Chase Bank, N.A., in its individual capacity, as the termsIssuing Bank (in such capacity, covenants the “Issuing Bank”), the Swingline Lender (in such capacity, the “Swingline Lender”) and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, as Administrative Agent for the benefit of SublandlordLenders (in such capacity, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder“Administrative Agent”). Without limiting Such credit agreement, as amended, supplemented and restated from time to time, is herein called the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease“Credit Agreement”. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of New York. The term This AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT dated as of March 15, 2013, among each of the Subsidiaries of MAXIMUS, INC., a Virginia corporation (as the “Borrower”) listed on Schedule I hereto (each such term may be extended pursuant to this Section 1.01Subsidiary individually, a “Guarantor” and collectively, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement DateGuarantors”), and ending on such date that SUNTRUST BANK, a Georgia banking corporation as administrative agent (the Term or Extended Term “Administrative Agent”) for the Lenders (as such terms are defined in the Prime LeaseCredit Agreement referred to below). Reference is made to the Amended and Restated Revolving Credit Agreement dated as of March 15, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), as applicableamong the Borrower, of the Prime Lease terminates pursuant lenders from time to its terms time party thereto (the “Expiration DateLenders”), unless sooner terminated pursuant to SunTrust Bank, as administrative agent for the terms and provisions of this Sublease and/or Lenders (in such capacity, the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal OptionAdministrative Agent”), to extend swingline lender and issuing bank (in such capacity, the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension TermIssuing Bank”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant , Inc., as arranger and book manager. Capitalized terms used herein and not defined herein shall keep Sublandlord apprised, have the meanings assigned to such terms in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly Credit Agreement. The Lenders have agreed to make Loans to the Owner Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of a Subsidiary Guaranty Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Subsidiary Guaranty Agreement (as amended, modified or supplemented from time to time, this “Agreement”). Accordingly, the Owner may direct.parties hereto agree as follows:

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime LeaseAssumption by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The term (as such term may This Assignment and Assumption shall be extended pursuant to this Section 1.01governed by, and construed in accordance with, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date law of the Prime Lease State of New York. THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. [ ], 20[ ] FOR VALUE RECEIVED, the undersigned (the “Commencement DateBorrower”), hereby promises to pay to [ ] or registered and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms permitted assigns (the “Expiration DateLender”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease Credit Agreement (as hereinafter defined), the principal amount of the Loans from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 7, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the Loans made by the Lender from the date of such Loans until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the valid exercise account of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate Lender in Euros in immediately available funds to the Prime Lease account as may be specified by the Administrative Agent pursuant to Section 2.15(a) of the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and to all matters to which before as well as after judgment) computed at the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions per annum rate set forth in the Prime Lease Credit Agreement. This revolving note (“Note”) is entitled to the benefits of the Credit Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guarantee Agreement. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as if Subtenant were provided in the tenant under Credit Agreement. The Loans made by the Prime Lease Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect to the ALF Premisesthereto. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound byThe Borrower, for the benefit itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of Sublandlordprotest, each demand, dishonor and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes non-payment of this Sublease Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.04 OF THE CREDIT AGREEMENT. CONSTELLIUM N.V.] By: Name: Title: Date Amount of the ALF Premises, wherever in the Prime Lease the word “Landlord” Loan Made End of Interest Period Amount of Principal or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 Interest Paid This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.Outstanding Principal Balance This Date Notation Made By

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy or other electronic means (e.g., “.pdf” or “.tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the Prime Leaselaws of the State of New York without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York. The term 16 Delete if inapplicable or remove brackets. Pursuant to Section 5.02(i)(ii) of the Term Loan Agreement, dated as of December 15, 2017 (the “Term Loan Agreement”), by and among CVS Health Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto from time to time and Barclays Bank PLC, as administrative agent (in such term may be extended pursuant to this Section 1.01capacity, together with its successors and assigns, the “Initial TermAdministrative Agent”) the undersigned hereby certifies, solely in such undersigned’s capacity as [Insert title of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date Authorized Officer] of the Prime Lease (the “Commencement Date”)Borrower, and ending on such not individually, as follows: As of the date that hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Term Loan Agreement, and after giving effect to the application of the proceeds of such indebtedness: a. The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, at a fair valuation on a going concern basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or Extended Term (otherwise; b. The present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated and going concern basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such terms are defined debts and other liabilities become absolute and matured in the Prime Lease)ordinary course of business; c. The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as applicablesuch liabilities become absolute and matured in the ordinary course of business; and d. The Borrower and its Subsidiaries, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”)on a consolidated basis, unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease isengaged in, and shall be at all timesare not about to engage in, subject and subordinate to the Prime Lease and to all matters to business for which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall they have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premisesunreasonably small capital. For the purposes of this Sublease Certificate, the amount of any contingent liability at any time shall be computed as the amount that, in light of all the facts and circumstances existing as of the ALF Premisesdate hereof, wherever would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant hereinTerm Loan Agreement. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.[Signature Page Follows]

General Provisions. 1.01 Sublandlord This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be deemed to be a contract made under, governed by, and construed in accordance with, the laws of the State of New York (including for such purposes Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York) without regard to conflicts of laws principles. The undersigned hereby subleases certifies that he/she is the ALF Premises [ ] of the Borrower, and that as such he/she is authorized to Subtenant, execute this certificate on behalf of the Borrower. This Compliance Certificate is delivered pursuant to clause (c) of Section 7.1.1 of the terms and provisions First Lien Exit Credit Agreement, dated as of this Sublease and the Prime Lease. The term December 30, 2016] (as such term may be extended pursuant amended, supplemented, amended and restated or otherwise modified from time to this Section 1.01time, the “Initial TermFirst Lien Credit Agreement”), among the Borrower, W▇▇▇▇ Fargo Bank, National Association, as the Administrative Agent, and the various financial institutions and other Persons from time to time parties thereto, as lenders, and the other Persons party thereto in the capacities therein specified. Terms used herein, unless otherwise defined herein, have the meanings provided in the First Lien Credit Agreement. Pursuant to clause (c) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date Section 7.1.1 of the Prime Lease First Lien Credit Agreement, the undersigned hereby certifies, represents and warrants that, as of ______ __, 20__ (the “Commencement Computation Date”), ): 1. No Event of Default has occurred and ending on such date is continuing [or specify the details of the Event of Default and describe the action that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant Borrower proposes to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (take with respect thereto]. 2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants representations and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects with the Prime Lease same effect as if Subtenant were the tenant under the Prime Lease then made unless such statements contain a materiality qualifier in which case such representations and warranties shall be true and correct in all respects (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such statements contain a materiality qualifier in which case such representations and warranties shall be true and correct in all respects). 3. The Borrower has performed and complied with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants agreements and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease First Lien Credit Agreement and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease Loan Documents required to be performed or complied with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used by it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to or at the Commencement Date time of this Subleasedelivery hereof [or specify default and describe]. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. FORM OF FINANCIAL STATEMENTS CERTIFICATE1 Reference is made to the Credit and the Prime Lease. The term Guaranty Agreement, dated as of August 6, 2015 (as such term may be amended, restated, amended and restated, modified, supplemented and/or extended pursuant from time to this Section 1.01time, the “Initial TermCredit Agreement”) of this Sublease shall be for ; capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein), among Ithacalux S.à ▇.▇., a period commencing at 12:00:01 A.M. on private limited liability company, incorporated under the Commencement Date laws of the Prime Lease grand duchy of Luxembourg (“Holdings”), Ithaca Merger Sub LLC, a Delaware limited liability company, Informatica Corporation, a Delaware corporation, the Subsidiary Guarantors from time to time party thereto, Guernsey Holdco, the several banks, financial institutions, institutional investors and other entities from time to time party thereto as lenders (each a “Lender” and, collectively, the “Commencement DateLenders”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)Bank of America, N.A., as applicable, of the Prime Lease terminates pursuant to its terms Administrative Agent (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension TermAdministrative Agent”). The Initial Term Pursuant to Section 8.2(b) [and Section 8.2(c)]2 of the Credit Agreement, the undersigned, solely in his/her capacity as an Authorized Officer, certifies as follows: 1. [Attached hereto as Exhibit A are the audited consolidated balance sheet of Holdings and its Restricted Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year reported on without a “going concern” statement or like qualification or exception, or qualification relating to the scope of the audit (in each case other than with respect to or resulting from (i) the upcoming maturity of any Loans under this Agreement or the Senior Notes or (ii) any potential inability to satisfy any financial covenant, including the Financial Covenant on a future date or for a future period), by Ernst & Young LLP or other independent certified public accountants of internationally recognized standing, together with each Extension Term are collectively referred a reconciliation of Consolidated EBITDA consistent with the reconciliation of Consolidated EBITDA provided to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prospective Lenders prior to the expiration Closing Date.]3 2. [Attached hereto as Exhibit A are the unaudited consolidated balance sheet of Holdings and its Restricted Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the then current term fiscal year through the end of this Sublease. Sublandlord hereby covenants such quarter, setting forth in each case in comparative form the figures for the previous year, certified by an Authorized Officer as fairly stating in all material respects the financial position of Holdings and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, Restricted Subsidiaries in accordance with the terms and provisions of the Prime Lease GAAP for the valid exercise of such renewal option, period covered thereby (subject to Sublandlord having normal year end audit adjustments and the right to exercise the extension at that time. 1.02 This Sublease isabsence of footnotes), and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply together with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit reconciliation of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance Consolidated EBITDA consistent with the minimum coverage amounts required under Section 22 reconciliation of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect Consolidated EBITDA provided to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prospective Lenders prior to the Commencement Date Closing Date.]4 1 This certificate shall accompany each set of this Subleasefinancial statements delivered pursuant to Section 8.1(a) of the Credit Agreement and each set of financial statements delivered pursuant to Section 8.1(b) of the Credit Agreement. 2 To be included if accompanying annual financial statements only. 3 To be included if accompanying annual financial statements only. 4 To be included if accompanying quarterly financial statements only. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 17 If the Credit Agreement contains the ERISA-related Lender representations, bracketed text is not required to Subtenantbe included in the form of Assignment and Assumption Agreement. However, if new lenders are entering the Credit Agreement pursuant to the terms an amendment, amendment and provisions of this Sublease restatement, incremental facility or otherwise, and the Prime Lease. The term Credit Agreement does not contain the ERISA-related Lender representation set forth in Section 9.11 of the form Credit Agreement, the form of Assignment and Assumption Agreement should be modified to include the bracketed language. B-1 Form of Compliance Certificate EXHIBIT B FORM OF COMPLIANCE CERTIFICATE Check for distribution to PUBLIC and Private side Lenders1 Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Delayed Draw Term Loan Agreement, dated as of April 14, 2023 (as such term may be extended pursuant amended, restated, extended, supplemented or otherwise modified in writing from time to this Section 1.01time, the “Initial Term”) of this Sublease shall be for Agreement;” the terms defined therein being used herein as therein defined), among Globe Life Inc., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware corporation (the “Commencement DateBorrower”), the Lenders from time to time party thereto, and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)Bank of America, N.A., as applicable, Administrative Agent. The undersigned Responsible Officer hereby certifies as of the Prime Lease terminates pursuant date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to its terms (the “Expiration Date”), unless sooner terminated pursuant execute and deliver this Certificate to the terms Administrative Agent on the behalf of the Borrower, and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease that: [Use following paragraph 1 for an additional period of five (5) years each (each, an “Extension Term”)fiscal year-end financial statements] 1. The Initial Term Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with each Extension Term are collectively referred to herein as the “Term”report and opinion of an independent certified public accountant required by such section. Each Renewal Option [Use following paragraph 1 for each Extension Term may be exercised fiscal quarter-end financial statements] 1. The Borrower has delivered the unaudited financial statements required by Subtenant, by Subtenant giving written notice (an “Option Notice”Section 6.01(b) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of 1 If this Sublease. Sublandlord hereby covenants is not checked, this certificate will only be posted to Private side Lenders. B-2 Form of Compliance Certificate the Borrower and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, Subsidiaries in accordance with the terms GAAP as at such date and provisions of the Prime Lease for the valid exercise of such renewal optionperiod, subject only to Sublandlord having normal year-end audit adjustments and the right to exercise the extension at that timeabsence of footnotes. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant (a) All rights of Secured Party shall inure to the terms benefit of its successors, assigns and provisions affiliates and all obligations of Debtor shall bind the successors and assigns of Debtor. (b) This Agreement, the Secured Note and the other Transaction Documents contain the entire agreement of the parties with respect to the subject matter of this Sublease Agreement and supercede all previous understandings and agreements relating to the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01subject matter hereof, and no oral agreement whatsoever, whether made contemporaneously herewith or hereafter shall amend, modify or otherwise affect the “Initial Term”) terms of this Sublease Agreement. (c) All rights and liabilities hereunder shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), governed and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms limited by and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, construed in accordance with the terms local laws of the State of Georgia (without regard to Georgia conflicts of law principles). (d) If any provision of this Agreement is found invalid by a court of competent jurisdiction, the invalid term will be considered excluded from this Agreement and will not invalidate the remaining provisions of this Agreement. (e) Debtor hereby authorizes Secured Party to file a copy of this Agreement as a financing statement with government authorities necessary to perfect Secured Party’s security interest in the Prime Lease Collateral. Debtor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (A) as all assets of Debtor, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and (B) as being of an equal or lesser scope or with greater detail, and (ii) provide any other information required by Part 5 of Article 9 of the Uniform Commercial Code for the valid exercise sufficiency or filing office acceptance of any financing statement or amendment, including whether Debtor is an organization, the type of organization and any organizational identification number issued to Debtor. Debtor hereby irrevocably authorizes Secured Party at any time and from time to time to correct or complete, or to cause to be corrected or completed, any financing statements, continuation statements or other such renewal optiondocuments as have been filed naming Debtor as debtor and Secured Party as secured party. Secured Party is hereby authorized to give notice to any creditor, subject landlord or any other person as may be necessary or desirable under applicable laws to Sublandlord having evidence, protect, perfect, or enforce the right security interest granted to exercise Secured Party in the extension at that timeCollateral. 1.02 This Sublease is, and (f) Secured Party shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease have no duty of care with respect to the ALF Premises. Except as otherwise provided herein, the parties agree Collateral except that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises Secured Party shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease exercise reasonable care with respect to the ALF Premises (including, without limitation, any and all increases Collateral in rent and other charges thereunder)Secured Party’s custody. Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained Secured Party shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree deemed to have exercised reasonable care if (A) such property is accorded treatment substantially equal to that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease which Secured Party accords its own property or (B) Secured Party takes such action with respect to the ALF PremisesCollateral as Debtor shall reasonably request in writing. For the purposes of Secured Party will not be deemed to have, and nothing in this Sublease of the ALF Premisessubparagraph (g) may be construed to deem that Secured Party has, wherever failed to exercise reasonable care in the Prime Lease custody or preservation of Collateral in its possession merely because either (1) Secured Party failed to comply with any request of Debtor or (2) Secured Party failed to take steps to preserve rights against any third party in such property. Debtor agrees that Secured Party has no obligation to take steps to preserve rights against any prior parties. (g) Any capitalized term used but not defined herein shall have the word meaning ascribed thereto in the Secured Note. The definition of any document, instrument or agreement includes all schedules, attachments and exhibits thereto and all renewals, extensions, supplements, restatements and amendments thereof. All schedules, exhibits or other attachments to this Agreement are incorporated into, and are made and form an integral part of, this Agreement for all purposes. As used in this Agreement, “Landlordhereunder,” or “Ownerherein,” “hereto,” “this Agreement” and words of similar import refer to this entire document; “including” is used it by way of illustration and not by way of limitation, unless the context clearly indicates the contrary; the singular includes the plural and conversely; and any action required to be taken by Debtor is to be taken promptly, unless the context clearly indicates the contrary. (h) The transactions contemplated in this Security Agreement shall be deemed governed as to mean validity, interpretation, construction, effect, and in all other respects by the Sublandlord herein and wherever laws of the State of Georgia, without regard to the conflicts of laws principals thereof. Debtor irrevocably submits to the exclusive jurisdiction of the courts of the State of Georgia located in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations County of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprisedand the United States District Court in and for the Northern District of Georgia for the purpose of any suit, in a timely fashionaction, proceeding or judgment relating to or arising out of all such dealings. 1.06 In this Security Agreement and the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly transactions contemplated thereby. Borrower irrevocably consents to the Owner jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court, irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts, and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS SECURITY AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. This Security Agreement (as used hereinabove, this “Agreement”) is made and dated as of the Owner may direct.day of 2010. By: By: Name: Title: (a) EXHIBIT A A. Currently in Use B. Used During Last Five Years but not Currently in Use Assets Acquired in Bulk Transfer: Section 1.01 EXHIBIT B

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and inure to the terms and provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided hereinbenefit of, the parties agree that all the termshereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, covenants and conditions contained in the Prime Lease applicable to the ALF Premises which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be applicable to effective as delivery of a manually executed counterpart of this Sublease and are hereby incorporated herein and made a part hereofAssignment. Subtenant hereby expressly assumes and agrees to fully comply with and be bound byTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Royal Bank of Canada, as Administrative Agent for the benefit of SublandlordLenders referred to below, each and every obligation▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇; provided ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Attention of [ ] Ladies and Gentlemen: The undersigned, Dynegy Power, LLC, a Delaware limited liability company (the “Borrower”), refers to that Subtenant certain Credit Agreement, dated as of January 16, 2013, among the Borrower, DYNEGY GAS INVESTMENTS HOLDINGS, LLC, a Delaware limited liability company (“Intermediate Holdings”), the lenders from time to time party thereto (the “Lenders”), ROYAL BANK OF CANADA as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and RBC CAPITAL MARKETS, BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS, INC., DEUTSCHE BANK SECURITIES, ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA and UBS SECURITIES LLC, as Joint Bookrunners and Joint Lead Arrangers (collectively, the “Joint Lead Arrangers”). Capitalized terms used herein and not otherwise defined herein shall keep Sublandlord apprised, have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred Borrowing under the Prime Lease or that an event or circumstance has occurred Credit Agreement, and in connection therewith sets forth below the terms on which with notice and/or passage such Borrowing is requested to be made: (A) Date of time would constitute Borrowing (which is a default or event Business Day) (B) Principal Amount of default under Borrowing (C) Type of Borrowing(4) (D) Interest Period and the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.last day thereof(5)

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. If the Assignee is a Person to Subtenantwhom assignment is not permitted pursuant to Section 10.06(b)(v)(D) of the Credit Agreement, the Assignor and Assignee agree that the assignment provided herein shall be void ab initio, and that each of them shall, jointly and severally, indemnify the Administrative Agent for any loss, cost or expense arising from the voiding of such assignment. This U.S. GUARANTY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Domestic Guaranty”), dated as of May 24, 2018, is made by (a) certain Wholly-Owned Domestic Subsidiaries of BWX Technologies, Inc., a Delaware corporation (the “Administrative Borrower”), as identified on the signature pages hereto, and any Additional Domestic Guarantor who may become a party to this Domestic Guaranty (such signatories and the Additional Domestic Guarantors, collectively, the “Domestic Guarantors” and individually, a “Domestic Guarantor”), in favor of ▇▇▇▇▇ FARGO BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Administrative Agent, the Lenders, the Swing Line Lender, each L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 of the Credit Agreement described below and the other Persons to whom the Guaranteed Obligations are owed (collectively, the “Guaranteed Parties”) and (b) the Administrative Borrower, in favor of the Administrative Agent for the ratable benefit of the Guaranteed Parties. Pursuant to that certain Credit Agreement, dated as of May 24, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Administrative Borrower, BWXT Canada Ltd., an Ontario corporation (the “Canadian Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders party thereto, the Administrative Agent, the Swing Line Lender and each L/C Issuer, the Lenders have agreed to make Credit Extensions to the Borrowers upon the terms and subject to the conditions set forth therein. Each Domestic Guarantor will materially benefit from the Credit Extensions made and to be made under the Credit Agreement. Certain of the Domestic Guarantors are required to enter into this Domestic Guaranty pursuant to the terms of the Credit Agreement. For good and provisions valuable consideration, the receipt and sufficiency of this Sublease which are hereby acknowledged by the parties hereto, and to induce the Administrative Agent and the Prime Lease. The term (as such term may be extended pursuant other Guaranteed Parties to this Section 1.01enter into, and make their respective Credit Extensions and other accommodations under, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on Loan Documents, the Commencement Date of Secured Cash Management Agreements or the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)Secured Hedge Agreements, as applicable, of the Prime Lease terminates pursuant to its terms (Administrative Borrower and the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord Domestic Guarantors hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance agree with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound byAdministrative Agent, for the ratable benefit of Sublandlordthe Guaranteed Parties, each and every obligationas applicable, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.follows:

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Prime Leaselaw of the State of New York. The term SUBSIDIARY GUARANTEE AGREEMENT dated as of July 7, 2017 (as such term may be extended pursuant this “Agreement”) among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to this Section 1.01time party to the Credit Agreement, the “Initial TermBorrowers”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date ), each subsidiary of the Prime Lease Company listed on Schedule I hereto and CITIBANK, N.A., as Administrative Agent (the “Commencement DateAdministrative Agent”), and ending on such date that behalf of the Term or Extended Term Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of July 7, 2017 (as such terms are defined in the Prime Lease)amended, as applicablerestated, of the Prime Lease terminates pursuant supplemented or otherwise modified from time to its terms (time, the “Expiration DateCredit Agreement”), unless sooner terminated pursuant among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders and Issuing Banks from time to time party thereto and the Administrative Agent. The Lenders have agreed to extend credit to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior Borrowers subject to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as if Subtenant were defined below) is a Subsidiary of the tenant under Company and an affiliate of the Prime Lease with respect Borrowers, will derive substantial benefits from the extension of credit to the ALF PremisesBorrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Except as otherwise provided hereinAccordingly, the parties hereto agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.follows:

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime LeaseAssumption by facsimile, emailed pdf or any other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The term (as such term may This Assignment and Assumption shall be extended pursuant to this Section 1.01governed by, and construed in accordance with, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date law of the Prime Lease State of New York. This BORROWER ACCESSION AGREEMENT dated as of [ ], 20[ ], among LOGMEIN, INC., a Delaware corporation (“LMI”), [NAME OF NEW BORROWER], a [ ] (the “Commencement DateNew Borrower”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)JPMORGAN CHASE BANK, N.A., as applicable, of the Prime Lease terminates pursuant to its terms administrative agent (the “Expiration DateAdministrative Agent”). Reference is made to the Amended and Restated Credit Agreement, dated as of February 1, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), unless sooner terminated pursuant among LMI, each of the Additional Borrowers party thereto (together with LMI, each a “Borrower” and collectively, the “Borrowers”), the Lenders parties thereto, and the Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and provisions subject to the conditions therein set forth, to make Loans to the Borrowers. Each of LMI and the New Borrower represent and warrant that the representations and warranties of LMI in the Credit Agreement relating to the New Borrower and this Borrower Accession Agreement are true and correct in all material respects (or in all respects if already qualified by concepts of materiality) on and as of the date hereof and no Default or Event of Default has occurred and is continuing as a result of the New Borrower becoming a Borrower. LMI agrees that the guarantee of LMI and each other Domestic Borrower contained in the Credit Agreement will apply to the obligations of the New Borrower. Upon execution and delivery of this Sublease and/or Borrower Accession Agreement by each of LMI, the Prime Lease. Subtenant acknowledges that Sublandlord has two (2New Borrower and the Administrative Agent and the satisfaction of all other requirements under Section 5.09(a) options (eachof the Credit Agreement, the New Borrower shall be a party to the Credit Agreement and a “Renewal Option”)Borrower” for all purposes thereof, and the New Borrower hereby agrees to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised bound by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and all provisions of the Prime Lease for Credit Agreement. The provisions of Section 9.06 of the valid exercise of such renewal option, subject Credit Agreement as to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, counterparts and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and electronic execution are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of into this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein Borrower Accession Agreement by reference, except for those mutatis mutandis, as if such provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease)were fully set forth herein. 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit A BNP Paribas [Address] Attn: Ladies and Gentlemen: This Committed Amount Decrease Certificate is being delivered to Subtenant, you pursuant to the terms Sections 2.05(b) and provisions 2.09(b) of this Sublease that certain Second Amended and the Prime Lease. The term Restated Credit Agreement dated as of June 29, 2010 (as such term the same may be extended pursuant amended, restated or otherwise modified from time to this Section 1.01time, the “Initial TermCredit Agreement”) of this Sublease shall be for ), by and among Genesis Energy, L.P., a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease Delaware limited partnership (the “Commencement DateBorrower”), the lenders party thereto from time to time (the “Lenders”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease)BNP Paribas, as applicableadministrative agent for the Lenders (in such capacity, of the Prime Lease terminates pursuant to and together with its terms (permitted successors, the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension TermAdministrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. The Initial Term together with each Extension Term are collectively referred undersigned, Chief Financial Officer of the General Partner, hereby requests on behalf of the Borrower pursuant to herein Sections 2.05(b) and 2.09(b) of the Credit Agreement that the Committed Amount be decreased as set forth below: Current Committed Amount: $ Requested Decreased Committed Amount: $ Effective Date for Decrease: 1 Each Lender’s Ratable Portion of the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior decrease to the expiration of aggregate Committed Amounts is set forth on Schedule A hereto. 1 For decreases to the then current term Committed Amount, the effective date shall be third Business Day after receipt of this SubleaseCertificate by the Administrative Agent. Sublandlord hereby covenants and agrees that if Subtenant exercises The Borrower may request a Renewal Option under this Subleaselater effective date for decreases, then Sublandlord but in no event shall timely and validly exercise its corresponding extension option under such date be later than ten Business Days after the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes receipt of this Sublease of Certificate by the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease)Administrative Agent. 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases This Assignment and Assumption shall be binding upon, and inure to the ALF Premises benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York. $ , 20 FOR VALUE RECEIVED, the undersigned ▇▇▇▇-▇▇▇▇ REALTY, L.P., a Delaware limited partnership (the “Borrower”), promises to Subtenantpay to the order of (the “Lender”) at the Administrative Agent’s Head Office (as defined in the Credit Agreement referred to below): (a) on [insert applicable maturity, which is last day of Interest Period] (the “Bid Maturity Date”) the principal amount of DOLLARS ($ ) or, if less, the aggregate unpaid principal amount of Competitive Bid Loans advanced by the Lender to the Borrower pursuant to the terms Amended and provisions Restated Revolving Credit and Term Loan Agreement dated as of this Sublease and the Prime Lease. The term January 25, 2017 (as such term may be extended pursuant amended and in effect from time to this Section 1.01time, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement DateCredit Agreement”), among the Borrower, the Lender, JPMorgan Chase Bank, N.A., individually and ending as Administrative Agent, and the other parties thereto; and (b) interest on such date that the Term or Extended Term (as such terms are defined principal balance hereof from time to time outstanding from the Closing Date under the Credit Agreement through and including the Bid Maturity Date hereof at the times provided in the Prime Lease), as applicable, Credit Agreement and at the rate of %. This Note evidences borrowings under and has been issued by the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, Borrower in accordance with the terms and provisions of the Prime Lease for Credit Agreement. The Lender and any holder hereof pursuant to the valid exercise Credit Agreement or by operation of such renewal optionlaw is entitled to the benefits of the Credit Agreement and the other Loan Documents, subject to Sublandlord having and may enforce the right to agreements of the Borrower contained therein, and any holder hereof may exercise the extension at that time. 1.02 This Sublease isrespective remedies provided for thereby or otherwise available in respect thereof, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Prime Lease. 1.03 Credit Agreement. The parties further agree that Borrower irrevocably authorizes the Subtenant shall have each and every Lender to make or cause to be made, at or about the time of the rights and privileges Drawdown Date of any Competitive Bid Loan or at the time of receipt of any payment of principal of this Note, an appropriate notation on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such Competitive Bid Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Sublandlord under Competitive Bid Loans set forth on the Prime Lease grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Lender with respect to any Competitive Bid Loans shall be prima facie evidence of the ALF Premisesprincipal amount thereof owing and unpaid to the Lender, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Credit Agreement to make payments of principal of and interest on this Note when due to the extent of the unpaid principal and interest amount as of any date of determination. For The Borrower has the purposes right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Sublease Note on the terms and conditions specified in the Credit Agreement. If any one or more of the ALF PremisesEvents of Default shall occur, wherever the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the Prime Lease manner and with the word “Landlord” effect provided in the Credit Agreement. No delay or “Owner” is used it omission on the part of the Lender or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Lender or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. The Borrower and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. This Note shall be deemed to mean take effect as a sealed instrument under the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations laws of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms State of the Prime Lease shall control over this Sublease)New York. 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇ ▇▇▇▇▇▇▇▇; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly to the Owner or as the Owner may direct.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment and Assumption shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment and the Prime Lease. The term (Assumption by facsimile or by email as such term may a “.pdf” or “.tif” attachment shall be extended pursuant to this Section 1.01, the “Initial Term”) effective as delivery of a manually executed counterpart of this Sublease Assignment and Assumption. This Assignment and Assumption shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, construed in accordance with and governed by the terms and provisions laws of the Prime Lease State of New York. ANNEX I TO EXHIBIT A-2-2 Barclays Bank PLC as Administrative Agent for the valid exercise of such renewal option, subject Lenders referred to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, below [and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the Swingline Lender] ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇; provided ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇▇▇▇▇.▇▇▇ Ladies and Gentlemen: Reference is hereby made to that Subtenant shall keep Sublandlord apprisedcertain First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. Terms defined in the First Lien Credit Agreement are used herein with the same meanings unless otherwise defined herein. The undersigned hereby gives you notice pursuant to Section [2.03] [2.04] of the First Lien Credit Agreement that it requests the Borrowings under the First Lien Credit Agreement to be made on [•] [•], 20[•], and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrower [Wilco Purchaser, Inc.]15 [ATI Holdings Acquisition, Inc.]16 (B) Date of Borrowing (which shall be a timely fashionBusiness Day) [•] 14 The Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) not later than (i) 1:00 p.m. three Business Days prior to the requested day of all any Borrowing of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. on the requested date of any Borrowing of ABR Loans (other than Swingline Loans) (or, in each case, such dealings. 1.06 In later time as is acceptable to the event Administrative Agent); provided, however, that Subtenant receives a written if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from Owner stating that a default or an event of default has occurred under the Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under Borrower must be received by the Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and other sums due under this Sublease directly Administrative Agent not later than 1:00 p.m. five Business Days prior to the Owner requested date of such Borrowing (or such later time as is acceptable to the Owner may directAdministrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 12:00 p.m. three Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. With respect to Swingline Loans, the Swingline Lender and the Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) not later than 1:00 p.m. on the day of the proposed Swingline Loan. 15 For Borrowings requested on the Closing Date.

General Provisions. 1.01 Sublandlord hereby subleases the ALF Premises to SubtenantThis Assignment shall be binding upon, pursuant and inure to the terms benefit of, the parties hereto and provisions their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Sublease Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01construed in accordance with, the “Initial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date internal laws of the Prime Lease State of New York. FOR VALUE RECEIVED, the undersigned, CALIFORNIA RESOURCES CORPORATION, a Delaware corporation (the “Commencement DateBorrower”), and ending on such date that hereby unconditionally promises to pay to the Term order of [ ] or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms registered assigns (the “Expiration DateLender”), unless sooner terminated pursuant to at the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two Administrative Agent’s Office or such other place as THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option NoticeAdministrative Agent”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants shall have specified, in Dollars and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Primein immediately available funds, in accordance with the terms and provisions Section 5.3 of the Prime Lease for Credit Agreement (as defined below; capitalized terms used and not otherwise defined herein shall have the valid exercise meanings assigned to such terms in Article I of such renewal optionthe Credit Agreement) on the Maturity Date the aggregate unpaid principal amount, subject to Sublandlord having if any, of all advances made by the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate Lender to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth Borrower in the Prime Lease as if Subtenant were the tenant under the Prime Lease with respect of Loans pursuant to the ALF PremisesCredit Agreement. Except The Borrower further promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and on the dates specified in Section 2.9 of the Credit Agreement. This Promissory Note is one of the promissory notes referred to in Section 2.6(e) of that certain Credit Agreement, dated as of August 12, 2016 (as amended, restated, supplemented or otherwise provided hereinmodified from time to time, the parties agree that all “Credit Agreement”), among Borrower, the termslenders from time to time party thereto (the “Lenders”), covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly assumes and agrees to fully comply with and be bound by, for the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without limitation, any and all increases in rent and other charges thereunder). Without limiting the generality of the foregoing, Subtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the ALF Premises. For the purposes of this Sublease of the ALF Premises, wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to each other under the Prime Lease, which is incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (in which event the terms of the Prime Lease shall control over this Sublease). 1.04 This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇ BANK USA, as lead arranger and bookrunner, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined herein having the meaning provided that Subtenant shall keep Sublandlord apprisedin Article I of the Credit Agreement). This Promissory Note is subject to, and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the Loans evidenced hereby are guaranteed and secured as provided therein and in a timely fashionthe other Credit Documents. The Loans evidenced hereby are subject to prepayment prior to the Maturity Date in whole or in part, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of all such dealings. 1.06 In any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the event that Subtenant receives a written notice from Owner stating that a default part of the Administrative Agent or an event of default has occurred the Lender, any right, remedy, power or privilege hereunder or under the Prime Lease Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that an event the Administrative Agent or circumstance has occurred which with notice and/or passage the Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of time would constitute a default or event of default under the Prime Leaseany rights, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent remedies, powers and other sums due under this Sublease directly to the Owner or as the Owner may directprivileges provided by law.