AMENDMENT No. 1 AND JOINDER TO CREDIT, Security AND Guaranty AGREEMENT

Exhibit 10.2

Execution Version

AMENDMENT No. 1 AND JOINDER TO CREDIT, Security AND Guaranty AGREEMENT

This AMENDMENT NO. 1 AND JOINDER TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”), is made as of May 6, 2025 by and among ASPEN AEROGELS, INC., a Delaware corporation (“Parent”), ASPEN AEROGELS RHODE ISLAND, LLC, a Rhode Island limited liability company (“Aspen RI” and together with Parent, the “Existing Borrowers” and each, an “Existing Borrower”), ASPEN AEROGELS GEORGIA, LLC, a Georgia limited liability company (“Aspen Georgia” and together with the Existing Borrowers and any additional borrower that may hereafter be added to this Agreement and each of their successors and permitted assigns the “Borrowers” and each, a “Borrower”),ASPEN AEROGELS MEXICO HOLDINGS, LLC, a Delaware limited liability company (the “Guarantor”, and the Borrowers together with the Guarantor, collectively, the “Credit Parties”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent (“Agent”), MIDCAP FINANCIAL TRUST, as Term Loan Servicer, and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

RECITALS

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AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Term Loan Servicer, Lenders and the Credit Parties hereby agree as follows:

Aspen Georgia hereby agrees that such supplemental schedules attached hereto as Exhibit B are true and correct and reflect the joinder of Aspen Georgia as a Borrower under the Credit Agreement and shall be deemed to supplement the respective corresponding schedules in the Credit Agreement and shall be deemed attached thereto and become a part thereof. For the avoidance of doubt, the Exhibits, Schedules and Annexes to the Existing Credit Agreement shall remain as in effect under the Existing Credit Agreement except as expressly amended or modified hereby, including as supplemented by Exhibit B hereto.

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(the foregoing, collectively, the “Collateral”); provided, that the Collateral shall not, at any time, include “Excluded Property.”

Aspen Georgia hereby authorizes Agent to file without the signature of Aspen Georgia one or more UCC-1 financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list the Agent as the “secured party” and Aspen Georgia as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Financing Documents (including an indication of the collateral covered by any such financing statement as “all assets” of Aspen Georgia now owned or hereafter acquired), in such jurisdictions as the Agent from time to time determines are appropriate, and to file without the signature of Aspen Georgia any continuations of or corrective amendments to any such financing statements, in any such case in order for the Agent to perfect, preserve or protect the Liens, rights and remedies of the Agent with respect to the Collateral.

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Credit Parties hereby agrees that failure to comply with the requirements set forth in this Section 8 shall constitute an Event of Default if such failure is not remedied by the Credit Parties or waived by Agent within ten (10) Business Days after the earlier of (x) receipt by Borrower Representative of written notice from Agent or Required Lenders of such failure, or (y) actual knowledge of any Responsible Officer of a Borrower or any other Credit Party of such failure.

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(SIGNATURES APPEAR ON FOLLOWING PAGES)

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IN WITNESS WHEREOF, intending to be legally bound, the undersigned have duly executed this Agreement as of the day and year first hereinabove set forth.

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EXHIBIT A – Amended Credit Agreement, Annexes, Exhibits and Schedule 6.2

[See Attached]

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Exhibit A

Conformed through Amendment No. 1 to Credit, Security and Guaranty Agreement

Execution Version

CREDIT, SECURITY AND GUARANTY AGREEMENT

dated as of August 19, 2024
(as amended by Amendment No. 1 and Joinder to Credit, Security and Guaranty Agreement, dated as of May 6, 2025)

by and among

Aspen Aerogels, Inc. and

Aspen aerogels Rhode island, llc, and

ASPEN AEROGELS GEORGIA, LLC,

each as Borrower and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers,

and

each other guarantor that hereafter becomes party hereto, each as a Guarantor, and collectively as Guarantors,

and

MIDCAP FUNDING IV TRUST,

as Agent,

MIDCAP FINANCIAL TRUST,

as Term Loan Servicer,

and

THE LENDERS

FROM TIME TO TIME PARTY HERETO

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Table of Contents

CREDIT, SECURITY AND GUARANTY AGREEMENT

This CREDIT, SECURITY AND GUARANTY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of August 19, 2024 by and among Aspen Aerogels, Inc., a Delaware corporation (“Parent”), Aspen Aerogels Rhode Island, LLC, a Rhode Island limited liability company (“Aspen RI”), and any additional borrower that may hereafter be added to this Agreement and each of their successors and permitted assigns (together with ▇▇▇▇▇▇ and ▇▇▇▇▇ RI, each individually as a “Borrower”, and collectively, the “Borrowers”), and each Person that becomes party hereto from time to time as a Guarantor and each of its successors and permitted assigns (each individually, a “Guarantor” and collectively, with each of their successors and assigns, the “Guarantors”), MIDCAP FUNDING IV TRUST, as Agent, MIDCAP FINANCIAL TRUST, as Term Loan Servicer, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

RECITALS

The Credit Parties have requested that Lenders make available to Borrowers the financing facilities as described herein. Lenders are willing to extend such credit to Borrowers under the terms and conditions herein set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the Credit Parties, Lenders, Agent and Term Loan Servicer agree as follows:

Article 1 - DEFINITIONS

Section 1.1 Certain Defined Terms. The following terms have the following meanings:

“Acceleration Event” means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Revolving Loan Commitment or Term Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

“Account Debtor” means “account debtor”, as defined in Article 9 of the UCC, and any other obligor in respect of an Account.

“Accounts” means, collectively, (a) any right to payment of a monetary obligation, whether or not earned by performance, (b) without duplication, any “account” (as defined in the UCC), any accounts receivable (whether in the form of payments for services rendered or goods sold, rents, license fees or otherwise), any “payment intangibles” (as defined in the UCC) and all other rights to payment and/or reimbursement of every kind and description, whether or not earned by performance, (c) all accounts, “general intangibles” (as defined in the UCC), Intellectual Property, rights, remedies, Guarantees, “supporting obligations” (as defined in the UCC), “letter-of-credit rights” (as defined in the UCC) and security interests in respect of the foregoing, all rights of enforcement and collection, all books and records evidencing or related to the foregoing, and all rights under the Financing Documents in respect of the foregoing, and (d) all Proceeds of any of the foregoing.

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“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition (including through licensing) of all or substantially all of the assets of a Person, or of any business, line of business or division or other unit of operation of a Person, (b) the acquisition of fifty percent (50%) or more of the Equity Interests of any Person, whether or not involving a merger or consolidation with such other Person, or otherwise causing any Person to become a Subsidiary of a Credit Party, or (c) any merger or consolidation or any other combination with another Person.

“Acquisition Consideration” means, for any Acquisition, the sum of all cash amounts (including Cash Equivalents) paid or payable in connection such Acquisition (including all Debt, liabilities and Contingent Obligations (in each case, to the extent otherwise permitted hereunder) incurred or assumed and the maximum amount of any royalties, earn-outs or comparable payment obligation in connection therewith, regardless of when due or payable and whether or not reflected on a consolidated balance sheet of Borrowers).

“Additional Titled Agents” has the meaning set forth in Section 11.15.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lenders” has the meaning set forth in Section 11.17(c).

“Affiliate” means, with respect to any Person, (a) any Person that directly or indirectly controls such Person, (b) any Person which is controlled by or is under common control with such controlling Person, and (c) each of such Person’s (other than, with respect to any Lender, any Lender’s) officers or directors (or Persons functioning in substantially similar roles). As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote ten percent (10%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means MCF, in its capacity as administrative agent for itself and for Lenders hereunder, as such capacity is established in, and subject to the provisions of, Article 11, and the successors and permitted assigns of MCF in such capacity.

“Agreement Currency” has the meaning set forth in Section 13.20.

“Anti-Terrorism Laws” means any Laws relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws or general or specific licenses administered by OFAC.

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“Applicable Margin” means (a) with respect to Revolving Loans, (i) until the first Pricing Date after December 31, 2025, the rate shown opposite Level II in the pricing grid (as set forth below) in the column titled “Revolving Loan Applicable Margin” and (ii) thereafter, from one Pricing Date to the next, the rate per annum determined in accordance with the pricing grid (as set forth below) and (b) with respect to Term Loans and all other Obligations, (i) until the first Pricing Date after December 31, 2025, the rate shown opposite Level II in the pricing grid (as set forth below) in the column titled “Term Loan Applicable Margin” and (ii) thereafter, from one Pricing Date to the next, the rate per annum determined in accordance with the pricing grid (as set forth below).

“Applicable Margin” means (a) with respect to Revolving Loans, four and six tenths percent (4.60%) and (b) with respect to Term Loans and all other Obligations, four and one half percent (4.50%).

The Applicable Margin will be established by Agent based upon EBITDA for the Defined Period ending on last day of the most recently completed fiscal quarter of the Credit Parties, effective on the Pricing Date immediately following such fiscal quarter (and Agent will notify the Borrower Representative thereof), and the Applicable Margin established on a Pricing Date will remain in effect until the next Pricing Date. If the Credit Parties have not delivered a Compliance Certificate for any calendar month that is the last calendar month of a fiscal quarter by the date on which they are required to be delivered under this Agreement, until such Compliance Certificate is delivered, the Applicable Margin will be the highest Applicable Margin (i.e., EBITDA for the applicable Defined Period will be deemed to be less than $50,000,000 solely for the purpose of determining the Applicable Margin) then in effect. If the Credit Parties subsequently deliver such Compliance Certificate before the next Pricing Date, the Applicable Margin established based on such late delivered Compliance Certificate pursuant to the preceding sentence will take effect from the date that is five (5) Business Days after such delivery until the next Pricing Date. In all other circumstances, the Applicable Margin based on a Compliance Certificate will be in effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such Compliance Certificate until the next Pricing Date. Each determination of the Applicable Margin made by Agent in accordance with the foregoing will be conclusive and binding on the Credit Parties and the Lenders absent manifest error. Notwithstanding the foregoing, (a) during the existence of an Event of Default, at the election of Agent or Required Lenders, the Applicable Margin will not decrease in accordance with the pricing grid (as set forth above); provided that if such Event(s) of Default are waived pursuant to the terms herein, such decrease of the Applicable Margin, which did not occur at the election of Required Lenders, shall automatically occur as of the date on which all such Events of Default are waived, and, (b) if, as a result of any restatement of or other adjustment to any Compliance Certificate, Agent and the Borrower Representative determine that (i) EBITDA as calculated on any Pricing Date was inaccurate and (ii) a proper calculation of EBITDA would have resulted in a higher Applicable Margin for any period, then Credit Parties will automatically and retroactively be obligated to pay to Agent for the benefit of the Lenders, promptly on demand by Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.

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“Applicable Minimum EBITDA Threshold” means, for each Defined Period, the minimum EBITDA amount set forth on Schedule 6.2 attached hereto for such Defined Period; provided, that from and after the date upon which Aspen Georgia becomes joined as a Credit Party pursuant to Section 4.11(f), the Applicable Minimum EBITDA Threshold shall be $50,000,000 for the Defined Period in which Aspen Georgia became a Credit Party and each Defined Period thereafter..

“Applicable Minimum Liquidity Threshold” means, (a) for each date during the period beginning on the Closing Date and ending immediately prior to the First Amendment Effective Date, $75,000,000, and (b) for each date commencing on the First Amendment Effective Date and thereafter, an amount equal to the greater of (i) $50,000,000 and (ii) an amount equal to eighty-five percent (85%) of the aggregate outstanding principal amount of the Term Loan as of such date.

“Applicable SOFR Cap” means, solely with respect to the Term Loans, seven and one half percent (7.50%).

“Applicable SOFR Floor” means (a) with respect to Revolving Loans, two and one half percent (2.50%) and (b) with respect to Term Loans and all other Obligations, four and one half percent (4.50%).

“Approved Fund” means any (a) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business, or (b) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (a) and that, with respect to each of the preceding clauses (a) and (b), is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender.

“Aspen Georgia” means Aspen Aerogels Georgia, LLC, a Georgia limited liability company.

“Aspen Germany” means Aspen Aerogels Germany, GmbH, a German limited liability company.

“Asset Disposition” means any sale, lease, license, transfer, assignment or other disposition (including by merger, allocation of assets (including allocation of assets to any series of a limited liability company), division, consolidation or amalgamation, but excluding (i) dispositions resulting from any casualty, condemnation or other damage to, any property or asset and (ii) write-offs, impairments or other diminutions in value related to any asset in the Ordinary Course of Business) by any Credit Party or any Subsidiary thereof of any asset of such Credit Party or such Subsidiary.

“Assignment Agreement” means an assignment agreement in substantially the form attached hereto as Exhibit G or such other form that is reasonably acceptable to Agent and Borrower Representative.

“Available Tenor” means, as of any date of determination with respect to the then-current Benchmark, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” or similar term pursuant to Section 2.2(o).

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“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto.

“Base Rate” means a per annum rate of interest equal to the greater of (a) the Applicable SOFR Floor and (b) a per annum rate of interest equal to the rate of interest announced, from time to time, within ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”) at its principal office in San Francisco as its “prime rate,” with the understanding that the “prime rate” is one of ▇▇▇▇▇ Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as ▇▇▇▇▇ Fargo may designate; provided, however, that Agent may, upon prior written notice to Borrower Representative, choose a reasonably comparable index or source to use as the basis for the Base Rate.

“Base Rate Loan” means a Loan that bears interest at a rate based on the Base Rate.

“Benchmark” means, initially, Term SOFR; provided, that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.2(o).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by Agent giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided, that, if such Benchmark Replacement as so determined would be less than the Applicable SOFR Floor, such Benchmark Replacement will be deemed to be the Applicable SOFR Floor for the purposes of this Agreement and the other Financing Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by Agent giving due consideration to any selection or recommendation by the Relevant Governmental Body, or any evolving or then-prevailing market convention at such time, for determining a spread adjustment, or method for calculating or determining such spread adjustment, for such type of replacement for U.S. dollar-denominated syndicated credit facilities at such time.

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“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official or resolution authority with jurisdiction over the administrator for such Benchmark (or such component), or a court or an entity with similar insolvency or resolution authority, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

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“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.2(o) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.2(o).

“Blocked Person” means any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, (e) that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar sanctions list or is named as a “listed person” or “listed entity” on other lists made under any Anti-Terrorism Law, or (f) any Person resident in, organized under the laws of or incorporated in a Sanctioned Country.

“Bona Fide Lending Affiliate” of any Person means any Affiliate of such Person that is a bona fide debt fund, investment vehicle, regulated banking entity or non-regulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds, notes, debt securities and similar securities or extensions of credit, in each case, in the ordinary course of business.

“Borrower” and “Borrowers” has the meaning set forth in the introductory paragraph hereto.

“Borrower Notice” has the meaning set forth in the definition of “Real Property Collateral Requirements”.

“Borrower Representative” means Parent, in its capacity as Borrower Representative pursuant to the provisions of Section 2.9, or any successor Borrower Representative selected by Borrowers and approved by Agent.

“Borrowing Base” means, the sum of:

provided, that the portion of Borrowing Base constituting Eligible Inventory shall automatically be adjusted down, if necessary, such that the aggregate availability from Eligible Inventory shall never exceed an amount equal to forty percent (40%) of the aggregate Borrowing Base, as of any date of determination.

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“Borrowing Base Certificate” means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit C hereto or such other form that is acceptable to Agent in its Permitted Discretion.

“Business Day” means any day except a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on which commercial banks in Washington, DC and New York City are authorized by Law to close; provided, however, that when used in the context of a SOFR Loan, the term “Business Day” shall also exclude any day that is not also a SOFR Business Day.

“Capital Lease” of any Person means any lease of any property by such Person as lessee which would, in accordance with GAAP (subject to Section 1.3), be required to be accounted for as a capital lease or finance lease on the balance sheet of such Person.

“Cash Dominion Event” means either (a) the occurrence of (i) any Specified Event of Default or (ii) any Event of Default arising from the failure to comply with Section 4.1(j) (in each case, for the avoidance of doubt, after any applicable grace period set forth herein and/or cure rights applicable thereto) or (b) Liquidity is less than, (i) at any time before the date that is sixty (60) days after the Closing Date, an amount equal to the greater of (i) $850,000,000 or and (ii) at any time on and after the date that is sixty (60) days after the Closing Date, $100,000,000 an amount equal to eighty-five percent (85%) of the aggregate outstanding principal amount of the Term Loan as of such date of determination.

“Cash Dominion Period” means the period (a) beginning on the date that Agent provides written notice to Borrower Representative that a Cash Dominion Event has occurred and (b) ending on the date that both (i) no Event of Default of the types described in clause (a) of the definition of “Cash Dominion Event” is continuing, and (ii) Agent has received evidence reasonably satisfactory to it that Liquidity shall have been equal to or greater than the applicable amount set forth in clause (b) of the definition of “Cash Dominion Event” for twenty (20) consecutive days.

“Cash Equivalents” means, as of any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government, or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case, maturing within one (1) year after such date; (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case, maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally; (d) certificates of deposit or bankers’ acceptances maturing within one (1) year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either S&P or ▇▇▇▇▇’▇.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. § 9601 et seq., as the same may be amended from time to time.

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“Change in Control” means any of the following events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35%) or more of the combined voting power of all voting stock of Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (b) any Credit Party ceases to own, directly or indirectly, 100% of the capital stock of any of its Subsidiaries (except to the extent otherwise expressly permitted by this Agreement). As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended.

“Closing Date” means the date of this Agreement.

“Closing Date Existing Debt Payoff” means (a) the Convertible Note Repurchase, and (b) the payment in full of certain other existing Debt, with the proceeds of the Loans as forth in that certain loan disbursement statement entered into between Agent and Borrowers on the date hereof, in each case, on the Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral” means all property of each Credit Party, other than Excluded Property, now existing or hereafter acquired, mortgaged or pledged to, or purported to be subjected to a Lien in favor of, Agent, for the benefit of Agent and Lenders, pursuant to this Agreement and the Security Documents, including, without limitation, all of the property described in Schedule 9.1 hereto.

“Commitment Annex” means Annex A to this Agreement.

“Competitor” means, at any time of determination, any Person that is an operating company directly and primarily engaged in the same or substantially similar line of business as Borrower Representative and the other Credit Parties at the time of such determination, including any Person that (a) is an entity that designs, develops or manufactures aerogels-based or aerogel-like materials based products or technology, (b) designs, develops or manufactures insulation, fire barrier or other materials for use primarily in energy infrastructure, battery systems and/or sustainable building materials, (c) designs, develops or manufactures battery materials or (d) is an auto part and system supplier or, in each case, any Affiliate of such Person who is not a Bona Fide Lending Affiliate.

“Compliance Certificate” means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit B hereto or such other form that Agent has confirmed in writing to be acceptable (in its sole discretion).

“Confidential Information” has the meaning set forth in Section 13.6(a).

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement (as defined in Section 2.2(o)), any technical, administrative or operational changes (including (a) changes to the definition of “Base Rate”, “Business Day”, “Interest Period”, “Reference Time” or other definitions, (b) the addition of concepts such as “interest period”, (c) changes to timing and/or frequency of determining rates, making

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interest payments, giving borrowing requests, prepayment, conversion or continuation notices, or length of lookback periods, (d) the applicability of Section 2.8 (Taxes; Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality) and (e) other technical, administrative or operational matters) that Agent and Borrower Representative decide may be appropriate to reflect the adoption and implementation of Term SOFR or such Benchmark Replacement and to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or determines that no such market practice exists, in such other manner as Agent and Borrower Representative decide is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).

“Consolidated Interest Expense” means, without duplication, for any Defined Period, the result of the sum of all interest, premium payments, debt discount, fees, charges and related expenses in connection with Debt for borrowed money to the extent treated as interest in accordance with GAAP.

“Consolidated Subsidiary” means, at any date, any Subsidiary the accounts of which would be consolidated in accordance with GAAP with those of Parent (or any other Person, as the context may require hereunder) in its consolidated financial statements if such statements were prepared as of such date.

“Contingent Obligation” means, with respect to any Person, any direct or indirect liability of such Person: (a) with respect to any Debt of another Person (a “Third Party Obligation”) if the purpose or intent of such Person incurring such liability, or the effect thereof, is to provide assurance to the obligee of such Third Party Obligation that such Third Party Obligation will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Third Party Obligation will be protected, in whole or in part, against loss with respect thereto; (b) with respect to any undrawn portion of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for the reimbursement of any drawing; (c) under any Swap Contract, to the extent not yet due and payable; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for any obligations of another Person pursuant to any Guarantee or pursuant to any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to preserve the solvency, financial condition or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so Guaranteed or otherwise supported or, if not a fixed and determinable amount, the maximum amount so Guaranteed or otherwise supported.

“Controlled Group” means all members of a group of corporations and all members of a group of trades or businesses (whether or not incorporated) under common control which, together with the Credit Parties, are treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA and, solely for purposes of Section 412 and 436 of the Code, Section 414(m) or (o) of the Code.

“Convertible Note” has the meaning assigned to such term in the definition of “Convertible Note Repurchase”.

“Convertible Note Repurchase” means the repurchase of, and termination and discharge of, all obligations in full under and in respective of, the Note under and as defined in that certain Note Purchase and Sale Agreement, dated as of the date hereof, by and among Parent and Wood River Capital, LLC, a Delaware limited liability company (the “Convertible Note”).

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“Credit Card Cash Collateral Account” means, collectively, each segregated Deposit Account from time to time identified to Agent in writing established by Borrower Representative for the sole purpose of securing Borrower’s obligations under clause (k) of the definition Permitted Debt and containing only such cash or Cash Equivalents that have been required to be pledged to secure such obligations of Borrower; provided, that the aggregate amount of cash or Cash Equivalents deposited in all such Credit Card Cash Collateral Accounts does not exceed an amount equal to 105% of the obligations permitted to be incurred under clause (k) of the definition of “Permitted Debt”.

“Credit Party” means each Borrower and each Guarantor; and “Credit Parties” means all such Persons, collectively; provided, however, that, for the avoidance of doubt, in no event shall any Restricted Subsidiary be deemed to be or otherwise required to be a “Credit Party” for purposes of this Agreement or the other Financing Documents.

“Credit Party Unrestricted Cash” means unrestricted cash and Cash Equivalents of the Credit Parties that (a) are held in the name of a Credit Party in a Deposit Account or Securities Account located in the United States that is, subject to Section 7.4, subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, in favor of Agent at bank or financial institution located in the United States and are otherwise subject to Agent’s first priority perfected security interest, (b) is not subject to any other Lien (other than Permitted Liens), and (c) are not funds for the payment of a drawn or committed but unpaid draft, ACH or EFT transaction.

“Cure Amount” has the meaning set forth in Section 6.4.

“Cure Right” has the meaning set forth in Section 6.4.

“Debt” of a Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising and paid on a timely basis and in the Ordinary Course of Business, (d) all Capital Leases of such Person, (e) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument, (f) all Disqualified Equity Interests, (g) all obligations secured by a Lien on any asset of such Person, whether or not such obligation is otherwise an obligation of such Person, (h) “earn-outs”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts (excluding (A) any earn out obligation or purchase price adjustment until such obligation (x) becomes a liability on the statement of financial position or balance sheet (excluding the footnotes thereto) in accordance with GAAP and (y) has not been paid within 30 days after becoming due and payable, (B) accrued expenses and trade accounts payable in the ordinary course of business (including on an inter-company basis) and (C) liabilities associated with customer prepayments and deposits), (i) all Debt of others Guaranteed by such Person, (j) all monetary obligations under any off-balance sheet financing or similar financing, and (k) obligations in respect of litigation settlement agreements or similar arrangements. Without duplication of any of the foregoing, Debt of Credit Parties shall include any and all Loans. For the avoidance of doubt, no ▇▇▇ ▇▇▇▇▇ shall constitute “Debt” for the purposes of this Agreement and the other Financing Documents so long as the Credit Parties and their Subsidiaries are not required to repay any amounts in respect of such ▇▇▇ ▇▇▇▇▇ following receipt of funds in connection therewith.

“Default” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

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“Defaulted Lender” means, (a) so long as such failure shall remain in existence and uncured, any Lender which shall have failed to make any Loan or other credit accommodation, disbursement, settlement or reimbursement required pursuant to the terms of any Financing Document, (b) any Lender that has notified the Credit Parties or Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such ▇▇▇▇▇▇’s obligation to fund a Loan hereunder and states that such position is based on such ▇▇▇▇▇▇'s determination that a condition precedent to funding (which condition precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing or public statement) cannot be satisfied), or (c) any Lender that has, or has a direct or indirect parent company that has, (i) become the subject of any proceeding under the Bankruptcy Code or any other insolvency, debtor relief or debt adjustment or similar law (whether state, provincial, territorial, federal or foreign), (ii) had appointed for it a receiver, examiner, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided, that a Lender shall not be a Defaulted Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulted Lender under any one or more of clauses (a) through (c) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulted Lender upon delivery of written notice of such determination to Agent and each Lender.

“Defined Period” means for any given calendar month or other date of determination, the immediately preceding twelve (12) month period ending on the last day of such calendar month or if such date of determination is not the last day of a calendar month, the twelve (12) month period immediately preceding any such date of determination (and for purposes of determining compliance with Section 6.2, the period of four consecutive fiscal quarters then most recently ended for which financial statements under Section 4.1(a) for the month corresponding with such fiscal quarter end, as applicable, have been delivered (or are required to have been delivered)).

“Deposit Account” means a “deposit account” (as defined in Article 9 of the UCC), an investment account, or other account in which funds are held or invested for credit to or for the benefit of any Credit Party.

“Deposit Account Control Agreement” means a springing account control agreement, in form and substance reasonably satisfactory to Agent, among Agent, any Credit Party and each financial institution in which such Credit Party maintains a Deposit Account (which is not an Excluded Account), which agreement provides that such financial institution shall comply with instructions originated by Agent directing disposition of the funds in such Deposit Account without further consent by the applicable Credit Party, including as to any such agreement pertaining to any Lockbox Account, providing that such financial institution shall, at the direction of Agent, wire, or otherwise transfer, in immediately available funds, on a daily basis to the Revolving Loan Payment Account all funds received or deposited into such Lockbox or Lockbox Account.

“Disqualified Equity Interests” means, with respect to any Person, any Equity Interest in such Person that, within less than 91 days after the Termination Date, either by its terms (or by the terms of any security or any other Equity Interests into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for

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Permitted Debt or other Equity Interests in such Person or of Parent that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part (other than solely for Permitted Debt or other Equity Interests in such Person or of Parent that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), (c) provides for the scheduled payments of dividends or distributions in cash, or (d) is or becomes convertible into or exchangeable for Debt (other than Permitted Debt) or any other Equity Interest that would constitute Disqualified Equity Interests; provided, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of any change of control or asset sale event occurring prior to ninety-one (91) days following the Maturity Date at the time such Equity Interests are issued shall not constitute Disqualified Equity Interests if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the Maturity Date.

Notwithstanding the foregoing, (A) if such Equity Interests are issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case, in the Ordinary Course of Business of Parent, any Borrower or any of its Subsidiaries, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Equity Interests held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates) of Parent, any Borrower or its Subsidiaries shall be considered Disqualified Equity Interests because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, Organizational Document, stockholder agreement or similar agreement that may be in effect from time to time.

“Disqualified Institution” means:

“Distribution” means as to any Person (a) any dividend or other distribution or payment (whether in cash, securities or other property) on, or in respect of, any Equity Interest in such Person (except those payable solely in its Equity Interests other than Disqualified Equity Interests), (b) any payment by such Person on account of (i) the purchase, redemption, retirement, defeasance, surrender, cancellation, termination or acquisition of any Equity Interests in such Person or any claim respecting the purchase or

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sale of any Equity Interest in such Person, or (ii) any option, warrant or other right to acquire any Equity Interests in such Person and (c) any management fees, salaries or other fees or compensation paid to any Person holding an Equity Interest in a Credit Party or a Subsidiary of a Credit Party (other than (i) payments of salaries or other fees or compensation to individuals, (ii) directors or equivalent fees, and (iii) advances and reimbursements to employees or directors, in each case, in the Ordinary Course of Business), an Affiliate of a Credit Party or an Affiliate of any Subsidiary of a Credit Party.

“DOE” has the meaning assigned to such term in the definition of “DOE Lenders.”means the U.S. Department of Energy.

“DOE Collateral Agent” means Citibank, N.A. or other financial institution acting as collateral agent under the DOE Loan Documents, together with successors or permitted assigns thereof.

“▇▇▇ ▇▇▇▇▇ Equipment” means any Equipment that is newly purchased and/or developed by Parent or any of its Subsidiaries after the Closing Date pursuant to, and solely with the proceeds of, a ▇▇▇ ▇▇▇▇▇; provided, that such ▇▇▇ ▇▇▇▇▇ Equipment is identified to Agent, in writing, in each monthly Compliance Certificate delivered or required to be delivered by Agent pursuant to Section 4.1(i).

“DOE Grants” means the grants awarded to Parent or any of its Subsidiaries by the Department of Energy (or any division thereof or other similar governmental authority) with respect to specific research and/or development projects as applied for by Parent or such Subsidiaries as specified in writing to Agent from time to time (including the grant awarded on August 8, 2024).

“DOE Intercompany Agreements” means each agreement, in form and substance reasonably satisfactory to Agent, entered into between Parent and Aspen Georgia as a condition under the DOE Loan Documents, including to allow (a) the transfer of raw materials and other feedstock as necessary for the production by Aspen Georgia in connection with the DOE Project as may be required in the Ordinary Course of Business, (b) the provision of operations and other services from Parent to Aspen Georgia as may be required in the Ordinary Course of Business, (c) the DOE Intercompany License, (d) the transfer of 48C Tax Credit Proceeds (as defined in the DOE Loan Term Sheet or equivalent term in the DOE Loan Documents) or any proceeds from monetization of such 48C Tax Credit from Parent to Aspen Georgia, and (e) other arrangements as required between Parent and Aspen Georgia as Agent may reasonably agree.

“DOE Intercompany License” means a license agreement, in form and substance reasonably satisfactory to Agent, pursuant to which Parent grants a non-exclusive intercompany license of the Intellectual Property described on Schedule 1.1(a) to this Agreement and any Registered Intellectual Property obtained after the Closing Date that is related to the Intellectual Property set forth on Schedule 1.1(a) and used solely in connection with the DOE Project (collectively, the “DOE Project IP”) in connection with the incurrence of Permitted DOE Loan Debt.

“DOE Lenders” means, collectively (a) The Federal Financing Bank, an instrumentality of the U.S. Government created by the Federal Financing Bank Act of 1973, as amended, that is under the general supervision of the Secretary of Treasury (“FFB”), and (b) the U.S. Department of Energy, acting in its capacity as a lender with respect to the Permitted DOE Loan Debt (the “DOE”).

“DOE Liens” means (a) Liens granted by Aspen Georgia in respect of all of its assets to secure the Permitted DOE Loan Debt pursuant to the DOE Loan Documents, (b) Liens granted by Parent in respect of the Equity Interests of Aspen Georgia to secure the DOE Loan Guaranty pursuant to the DOE Loan Pledge Agreement and (c) other Liens granted pursuant to the DOE Loan Documents, which pursuant this clause (c), are approved by Agent in writing in its sole discretion.

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“DOE Loan Agreement” has the meaning set forth in the definition of “DOE Loan Documents”.

“DOE Loan Documents” means (a) a Loan Arrangement and Reimbursement Agreement (as defined in the DOE Loan Term Sheet, the “DOE Loan Agreement”), (b) a note purchase agreement and promissory note issued by Aspen Georgia in favor of FFB, (c) the DOE Loan Pledge Agreement, (d) the DOE Intercompany Agreements and the DOE Intercompany License, (e) the DOE Sponsor Support Agreement, (f) the DOE Loan Pledge Agreement and any other security agreement, collateral agreement or similar document entered into by Aspen Georgia with respect to the DOE Liens and (g) each other “Financing Document”, as defined in the DOE Loan Term Sheet, in each case, substantially on the material terms set forth in the DOE Loan Term Sheet and, in each case of clauses (a)-(g), otherwise in form and substance reasonably acceptable to Agent.

“DOE Loan Guaranty” has the meaning set forth in the definition of “DOE Sponsor Support Agreement”.

“DOE Loan Pledge Agreement” means an equity pledge agreement or similar agreement pursuant to which Parent will pledge the Equity Interests of Aspen Georgia to the DOE Collateral Agent substantially on the material terms set forth in the DOE Loan Term Sheet and otherwise in form and substance reasonably acceptable to Agent.

“DOE Loan Term Sheet” means that certain Summary of Terms and Conditions of Loan as delivered to Agent by Borrower Representative on or prior to the Closing Date; provided, that any terms expressly set forth in the DOE Loan Term Sheet (excluding matters that remain to be specified or to be agreed in the DOE Loan Documents) shall be deemed reasonably acceptable to Agent for purposes of any requirements in this Agreement that any DOE Loan Document be reasonably acceptable to the Agent.

“DOE Parent Funding Account” has the meaning set forth in the definition of “Excluded Accounts”.

“DOE Parent Funding Amounts” has the meaning set forth in the definition of “Excluded Accounts”.

“DOE Project” means the “Project”, as defined in the DOE Loan Term Sheet or equivalent term with the same definition in the DOE Loan Documents.

“DOE Project IP” has the meaning assigned to such term in the definition of “DOE Intercompany License”.

“DOE Sponsor Support Agreement” means a sponsor support and share retention agreement entered into by Parent and the DOE, substantially on the material terms set forth in the DOE Loan Term Sheet and otherwise in form and substance reasonably acceptable to Agent, which shall include an unsecured guaranty by Parent in favor of the DOE Lenders (the “DOE Loan Guaranty”) with respect to (a) payment of the Permitted DOE Loan Debt, (b) payment of Project Costs and Ramp Up Costs (each as defined in the DOE Loan Term Sheet or equivalent term with the same definition in the DOE Loan Documents) and (c) payment of the Base Equity Commitment and Contingent Equity Commitment (each as defined in the DOE Loan Term Sheet or equivalent term with the same definition in the DOE Loan Documents).

“Dollars” or “$” means the lawful currency of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

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“EBITDA” means, with respect to any Defined Period, the sum of, without duplication:

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Notwithstanding the foregoing, no net income for purposes of clause (a) of this definition or addback amounts set forth in clauses (b)-(j) of this definition, in any case, attributable to any Subject Foreign Subsidiary or a Subject Domestic Subsidiary shall be included in EBITDA for any Defined Period ending after the date on which such Subsidiary becomes a Subject Foreign Subsidiary or a Subject Domestic Subsidiary, as applicable (without affecting any net income or addbacks included in EBITDA attributable to such Subsidiary for any Defined Period prior to such event).

For the avoidance of doubt, for purposes of calculating a percentage of EBITDA in connection with determining any basket hereunder, “EBITDA” shall mean EBITDA for the most recently ended Defined Period for which Credit Parties have delivered to Agent the financial reporting required pursuant to Section 4.1(a) or (b).

Notwithstanding anything to the contrary herein, EBITDA for any fiscal quarter referenced in the table set forth below shall be the amount set forth opposite such fiscal quarter in the table set forth below.

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“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Account” means, subject to the criteria below, an account receivable of a Borrower, which was generated in the Ordinary Course of Business and originally in the name of a Borrower and not acquired via assignment or otherwise, and which Agent, in its Permitted Discretion, deems to be an Eligible Account in accordance with the terms of this Agreement. The net amount of an Eligible Account at any time shall be (a) the face amount of such Eligible Account as originally billed minus all cash collections and other proceeds of such Account received from or on behalf of the Account Debtor thereunder as of such date and any and all returns, rebates, discounts (which may, at Agent’s option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time, and (b) adjusted by applying percentages (known as “liquidity factors”) by payor and/or payor class based upon the applicable Borrower’s actual recent collection history for each such payor and/or payor class in a manner consistent with Agent’s underwriting practices and procedures. Such liquidity factors shall be provided in writing to Borrower Representative and, absent the occurrence and continuance of an Event of Default, upon not less than three (3) calendar days prior written notice to Borrower Representative, may be adjusted by Agent from time to time as warranted by Agent’s underwriting practices and procedures and using Agent’s Permitted Discretion. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

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“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) consented to by Agent and Borrower Representative, which Borrower Representative’s consent shall not be unreasonably withheld, delayed or conditioned provided, that (x) no consent of Borrower Representative shall be required after the occurrence and during the continuance of a Specified Event of Default and (y) the consent of Borrower Representative shall be deemed to have been given unless an objection is delivered to the Agent within five (5) Business Days after notice of a proposed assignment is delivered to Borrower Representative. Notwithstanding the foregoing, “Eligible Assignee” shall not include (i) any natural Person, (ii) any Credit Party or any Subsidiary of a Credit Party, or (iii) any Disqualified Institution; provided, that the restrictions on assignment set forth in clause (iii) of this definition shall not apply with respect to any Disqualified Institution set forth under clause (a) of the definition of “Disqualified Institution” after the occurrence and during the continuance of a Specified Event of Default. Further notwithstanding the foregoing, no proposed assignee intending to assume any portion of the Revolving Loan Commitments or Revolving Loans shall be an Eligible Assignee unless such proposed assignee either already holds a portion of such Revolving Loan Commitments or Revolving Loans, or has been approved as an Eligible Assignee by Agent (such approval not to be unreasonably withheld, conditioned or delayed).

“Eligible Foreign Accounts” means any Account owed by an Account Debtor that is organized in Canada (or any province thereof) or has its principal place or business or chief executive office in Canada (or any province thereof); provided, that the portion of the Borrowing Base constituting Eligible Accounts shall automatically be adjusted down, if necessary, such that, as of any date of determination, the aggregate availability from Eligible Foreign Accounts shall never exceed an amount equal to 15% of the total aggregate amount of Eligible Accounts as of such date of determination.

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“Eligible Inventory” means Inventory owned by a Borrower and acquired and dispensed by such Borrower in the Ordinary Course of Business that Agent, in its Permitted Discretion, deems to be Eligible Inventory. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory if:

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Agent and Borrowers agree that Inventory shall be subject to periodic appraisal by Agent in compliance with Section 4.14(c) and that valuation of Inventory shall be subject to adjustment pursuant to the results of such appraisal (and absent the occurrence and continuance of an Event of Default, upon not less than three (3) days’ prior written notice of such adjustment to Borrower Representative). Notwithstanding the foregoing, the valuation of Inventory shall be subject to any legal limitations on sale and transfer of such Inventory.

“Environmental Laws” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations, standards, policies and other governmental directives or requirements, as well as common law, pertaining to the environment, natural resources, pollution, health (including any environmental clean-up statutes and all regulations adopted by any local, state, federal or other Governmental Authority, and any statute, ordinance, code, order, decree, law rule or regulation all of which pertain to or impose liability or standards of conduct concerning medical waste or medical products, equipment or supplies), safety or clean-up that apply to any Credit Party and relate to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et seq.), any analogous state or local laws, any amendments thereto, and the regulations promulgated pursuant to said laws, together with all amendments from time to time to any of the foregoing and judicial interpretations thereof.

“Equipment” means “equipment” as defined in Article 9 of the UCC.

“Equity Interests” means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company or other ownership in participation or

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equivalent interests (however designated, whether voting or non-voting) of such Person’s equity capital (including any warrants, options or other purchase rights with respect to the foregoing), whether now outstanding or issued after the Closing Date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.

“ERISA Plan” means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (other than a Multiemployer Plan), which any Credit Party or any Subsidiary maintains, sponsors or contributes to, or, in the case of an employee benefit plan which is subject to Section 412 of the Code or Title IV of ERISA, to which any Credit Party or any Subsidiary has any liability, including on account of any member of the Controlled Group, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five (5) years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Erroneous Payment” has the meaning specified therefor in Section 13.21.

“Erroneous Payment Deficiency Assignment” has the meaning specified therefor in Section 13.21.

“Erroneous Payment Impacted Loans” has the meaning specified therefor in Section 13.21.

“Erroneous Payment Return Deficiency” has the meaning specified therefor in Section 13.21.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 10.1.

“Excluded Accounts” means (a) segregated Deposit Accounts into which there is deposited no funds other than those intended solely to cover wages and payroll for employees of a Credit Party for a period of service no longer than two weeks at any time (and related contributions to be made on behalf of such employees to health and benefit plans) plus balances for outstanding checks for wages and payroll from prior periods, (b) segregated Deposit Accounts constituting employee withholding accounts and contain only funds deducted from pay otherwise due to employees for services rendered to be applied toward the tax obligations of such employees, (c) segregated Deposit Accounts or Securities Account constituting trust, fiduciary and escrow accounts, (d) segregated Deposit Accounts or Securities Account in which there is not maintained at any point in time funds on deposit greater than $1,000,000 in the aggregate for all such accounts, (e) Deposit Accounts that are located outside the United States in which there is not maintained at any point in time funds on deposit greater than $1,000,000 in the aggregate for all such accounts, (f) zero balance accounts (other than any Lockbox Accounts), (g) following the Permitted DOE Loan Execution Date and at any time the Permitted DOE Loan Debt is outstanding, a segregated Deposit Account of Parent (the “DOE Parent Funding Account” and the amounts deposited in such DOE Parent Funding Account, the “DOE Parent Funding Amounts”) used solely for purposes of funding amounts to Aspen Georgia, as required pursuant to the DOE Loan Documents and in which there is not maintained at any point in time funds on deposit greater than $7,500,000[reserved], and (h) segregated Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clauses (o), (p) and (q) of the definition Permitted Liens (and subject to the cap set forth therein); provided, that the accounts described in clauses (a) through (h) above shall be used solely for the purposes described in such clauses.

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“Excluded Perfection Assets” means, collectively:

“Excluded Property” means, collectively:

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provided, that (x) any such limitation described in the foregoing clauses (a) and (b) on the security interests granted hereunder shall apply only to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Sections 9-406, 9-407 and 9-408 of the UCC) or principles of equity, (y) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in such contract, agreement, permit, lease or license or other asset or in any applicable Law, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such contract, agreement, permit, lease, license, franchise, authorization or asset shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, and (z) all rights to payment of money due or to become due pursuant to, and all products and Proceeds (and rights to the Proceeds) from the sale of, any Excluded Property shall be and at all times remain subject to the security interests created by this Agreement (unless such Proceeds would independently constitute Excluded Property).

“Excluded Taxes” means any of the following Taxes imposed on or with respect to Agent, Term Loan Servicer, any Lender or any other recipient of any payment to be made by or on behalf of any obligation of the Credit Parties hereunder or the Obligations or required to be withheld or deducted from a payment to Agent, Term Loan Servicer, such Lender or such recipient (including any interest and penalties thereon): (a) Taxes to the extent imposed on or measured by Agent’s, Term Loan Servicer’s any Lender’s or such recipient’s net income (however denominated), branch profits Taxes, and franchise Taxes, in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under which Agent, Term Loan Servicer, such Lender or such recipient is organized or has its principal office or (ii) that are Other Connection Taxes; (b) in the case of a Lender, United States withholding Taxes imposed on amounts

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payable to or for the account of such Lender with respect to an applicable interest in the Loans pursuant to a Law in effect on the date on which (i) such Lender becomes a party to this Agreement other than as a result of an assignment requested by a Credit Party under Section 2.8(i) or Section 11.17(c) or (ii) such Lender changes its lending office for funding its Loan, except, in each case, to the extent that, pursuant to Section 2.8, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Revolving Loan Commitments or Term Loan Commitment or to such Lender immediately before it changed its lending office; (c) Taxes attributable to Agent’s, Term Loan Servicer’s, such Lender’s or such recipient’s failure to comply with Section 2.8(c); and (d) any U.S. federal withholding taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future U.S. Treasury regulations or official interpretations thereof and any agreement entered into pursuant to the implementation of Section 1471(b)(1) of the Code, and any intergovernmental agreement between the United States Internal Revenue Service, the U.S. Government and any governmental or taxation authority under any other jurisdiction which agreement’s principal purposes deals with the implementation of such sections of the Code.

“Federal Funds Rate” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided, however, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Agent on such day on such transactions as determined by Agent in a commercially reasonable manner.

“Fee Letter” means each agreement between Agent (and to the extent applicable Term Loan Servicer) and Borrowers relating to fees payable to Agent and/or Lenders in connection with this Agreement.

“FFB” has the meaning assigned to such term in the definition of “DOE Lenders”.

“Financing Documents” means (a) this Agreement, (b) any Notes, (c) the Security Documents, (d) each Fee Letter, (e) each subordination or intercreditor agreement pursuant to which any Debt and/or any Liens securing such Debt are subordinated to all or any portion of the Obligations and (f) all other documents, instruments and agreements related to the Obligations and heretofore executed, executed concurrently herewith or executed at any time and from time to time hereafter and designated as a “Financing Document”, in each case, as any or all of the same may be amended, supplemented, restated, amended and restated or otherwise modified from time to time.

“First Amendment Effective Date” means May 6, 2025.

“Foreign Lender” has the meaning set forth in Section 2.8(c)(i).

“Foreign Subsidiary” means any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia.

“Foreign Subsidiary Joinder Restrictions” has the meaning set forth in Section 4.11(d).

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“Foreign Subsidiary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇” has the meaning set forth in Section 4.11(d).

“FSHCO” means any Subsidiary of Domestic Subsidiary that has no material assets other than Equity Interests (or Equity Interests and indebtedness) of one or more Foreign Subsidiaries.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the United States accounting profession), which are applicable to the circumstances as of the date of determination.

“General Intangible” means any “general intangible” as defined in Article 9 of the UCC, and any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas or other minerals before extraction, but including payment intangibles and software.

“Governmental Authority” means any nation or government, any state, local or other political subdivision thereof, and any agency, department or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, whether domestic or foreign.

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term Guarantee shall not include endorsements for collection or deposit in the Ordinary Course of Business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” has the meaning set forth in the preamble hereto.

“Hazardous Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives, flammable materials; radioactive materials; polychlorinated biphenyls and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials; underground or above-ground storage tanks, whether empty or containing any substance; any substance the presence of which is prohibited by any Environmental Laws; toxic mold, any substance that requires special handling; and any other material or substance now or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within the meaning of any Environmental Law, including: (a) any “hazardous substance” defined as such in (or for purposes of) CERCLA, or any so-called “superfund” or “superlien” Law, including the judicial interpretation thereof; (b) any “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33); (c) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (d) any petroleum or petroleum by-products, including crude oil or any fraction thereof; (e) natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel; (f) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part 1910; (g) any toxic or harmful substances, wastes, materials, pollutants or contaminants (including, without limitation, asbestos,

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polychlorinated biphenyls, flammable explosives, radioactive materials, infectious substances, materials containing lead-based paint or raw materials which include hazardous constituents); and (h) any other toxic substance or contaminant that is subject to any Environmental Laws or other past or present requirement of any Governmental Authority.

“Hazardous Materials Contamination” means contamination (whether now existing or hereafter occurring) of the improvements, buildings, facilities, personalty, soil, groundwater, air or other elements on or of the relevant property by Hazardous Materials, or any derivatives thereof, or on or of any other property as a result of Hazardous Materials, or any derivatives thereof, generated on, emanating from or disposed of in connection with the relevant property.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrowers or any other Credit Party under any Financing Documents and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Instrument” means “instrument”, as defined in Article 9 of the UCC.

“Intellectual Property” means all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, trade names, service marks, mask works, rights of use of any name, domain names, or any other similar rights, any applications therefor, whether registered or not, know-how, operating manuals, trade secret rights, clinical and non-clinical data, rights to unpatented inventions.

“Interest Period” means any period commencing on the first day of a calendar month and ending on the last day of such calendar month.

“Inventory” means “inventory” as defined in Article 9 of the UCC.

“Investment” means, with respect to any Person, directly or indirectly, (a) to purchase or acquire any stock or stock equivalents, or any obligations or other securities of, or any interest in, any Person, (b) to make or otherwise consummate any Acquisition, or (c) make, purchase or hold any advance, loan, extension of credit or capital contribution to or in, or any other investment in (including the making of investments in the form of intercompany transfer pricing and cost-plus pricing arrangements), any Person. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto.

“IRS” has the meaning set forth in Section 2.8(c)(i).

“Joinder Requirements” has the meaning set forth in Section 4.11(c).

“Judgment Currency” has the meaning set forth in Section 13.20.

“L/C Cash Collateral Accounts” means, collectively, each segregated Deposit Account from time to time identified to Agent in writing established by Borrowers for the sole purpose of securing Borrowers’ obligations under clause (h) of the definition Permitted Contingent Obligations and containing only such cash or Cash Equivalents that have been required to be pledged to secure such obligations of Borrower; provided, that the aggregate amount of cash or Cash Equivalents deposited in all such L/C Cash Collateral Accounts does not exceed an amount equal to 105% of the obligations permitted to be incurred under clause (h) of the definition of “Permitted Contingent Obligations”.

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“Laws” means any and all federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, codes, injunctions, permits, governmental agreements and governmental restrictions, whether now or hereafter in effect, which are applicable to any Credit Party in any particular circumstance. “Laws” includes, without limitation, Environmental Laws and applicable U.S. and non-U.S. export control laws and regulations, including without limitation the Export Administration Regulations.

“Legal Expenses” means the reasonable and documented out-of-pocket fees, costs and expenses of (a) one lead U.S. counsel to Agent, (b) one local counsel as reasonably necessary in each relevant jurisdiction (including any U.S. states) material to the interests of the Agent or the Lenders taken as a whole, (c) one specialist counsel reasonably necessary for each appropriate specialty (including regulatory and insolvency), and (d) solely in the case of a conflict of interest, where the relevant party affected by such conflict notifies Borrower Representative of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party or group of similarly affected parties and, if necessary, another firm of local counsel in each appropriate jurisdiction. For purposes of Section 13.14(b), each refence in this definition to Agent shall be deemed a reference to an Indemnitee.

“Lender” means each of (a) MCF, in its capacity as a lender hereunder, (b) each other Person party hereto in its capacity as a lender hereunder, (c) each other Person that becomes a party hereto as Lender pursuant to Section 11.17, and (d) the respective successors of all of the foregoing, and “Lenders” means all of the foregoing.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, in respect of such asset. For the purposes of this Agreement and the other Financing Documents, any Credit Party or any Subsidiary thereof shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset; provided, that in no event shall an operating lease in and of itself be deemed to constitute a Lien.

“Liquidity” means, as of any date of determination, the sum of (a) Revolving Loan Availability plus (b) Credit Party Unrestricted Cash on such date less (c) all amounts due and owing by the Credit Parties to any Credit Party’s trade creditors which are outstanding after their due date less (d) the amount of intercompany accounts payable due by a Credit Party to or for the account of Aspen Georgia, including with respect to the Equity Funding Commitment (as defined in the DOE Loan Term Sheet) or the payment by any Credit Party of any current debt service in respect of the Permitted DOE Loan Debt..

“Litigation” means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

“Loan Account” means the Term Loan Account or the Revolving Loan Account, as applicable.

“Loan(s)” means the Term Loan, the Revolving Loans and each and every advance under the Revolving Loan Commitment and/or the Term Loan, or any combination of the foregoing, as the context may require. All references herein to the “making” of a Loan or words of similar import mean, with respect to the Term Loan, the making of any advance in respect of a Term Loan and, with respect to the Revolving Loan Commitment, the making of any advance in respect of a Revolving Loan.

“Lockbox” has the meaning set forth in Section 2.11(a).

“Lockbox Account” means a segregated account or segregated accounts maintained at the Lockbox Bank into which collections of Accounts are paid.

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“Lockbox Bank” has the meaning set forth in Section 2.11.

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U, or X of the Board of Governors of the Federal Reserve System.

“Material Adverse Effect” means with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (a) the financial condition, operations, business or properties of the Credit Parties taken as a whole, (b) the material rights and remedies of Agent, Term Loan Servicer, or Lenders under any Financing Document, or the ability of any Credit Party to perform any of its material obligations under any Financing Document to which it is a party, (c) the legality, validity or enforceability of any Financing Document (taken as a whole), (d) the existence, perfection or priority of any security interest granted to the Agent or the Lenders in any Financing Document, except solely as a result of any action or inaction of Agent or any Lender (provided, that such action or inaction is not caused by a Credit Party’s failure to comply with the terms of the Financing Documents) (e) the value of any material Collateral, or (f) a material impairment of the prospect of repayment of any portion of the Obligations when due.

“Material Contracts” means (a) the agreements disclosed as material contracts or agreements under the SEC Reports as of the Closing Date and as otherwise listed on Schedule 3.17, (b) to the extent not included in clause (a), the Specified Material Contracts, (c) following the execution thereof, the DOE Loan Documents[reserved], and (d) any other agreement or contract to which such Credit Party or its Subsidiaries is a party the termination of which could reasonably be expected to result in a Material Adverse Effect.

“Material Debt” has the meaning set forth in Section 10.1(d)(i).

“Material Foreign Registered Intellectual Property” means any patent, registered trademark or service mark, registered copyright, registered mask work, or any pending application for any of the foregoing, in each case, that is (a) owned by Parent or a Domestic Subsidiary that is a Credit Party, (b) registered in a non-U.S. jurisdiction in which in excess of 7.50% of the aggregate consolidated revenue (as determined in accordance with GAAP) of the Parent and its Consolidated Subsidiaries is generated in any Defined Period ending after the Closing Date, and (c) required to be used, and actually used, in order for the Credit Parties and their Consolidated Subsidiaries to generate such non-U.S. jurisdiction revenue in excess of the threshold referred to in clause (b), as determined by Borrower Representative in its reasonable discretion and in consultation with Agent.

“Material Intangible Assets” means all of (a) Intellectual Property owned by the Credit Parties or their Subsidiaries and (b) license or sublicense agreements or other agreements with respect to rights in Intellectual Property not owned by a Credit Party or a Subsidiary thereof, in each case of clauses (a) and (b), that are material to the condition (financial or otherwise), business or operations of the Credit Parties and their Subsidiaries (taken as a whole), as determined by Borrower Representative in its reasonable discretion and in consultation with Agent, and as identified as “Material Intangible Assets” on the most recent Schedule 3.19 delivered pursuant to Section 4.15 (or, prior to the first such update delivered pursuant to Section 4.15, Schedule 3.19 as of the Closing Date).

“Material Real Property” means (a) the real property located at 3 Dexter Road East Providence, RI 02914 and (b) any other real property that is owned in fee by any Credit Party together with any improvements thereon, with a fair market value (as reasonably agreed between Borrower Representative and Agent) in excess of $2,500,000 individually or in the aggregate as of the date of the acquisition thereof.

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“Maturity Date” means August 19, 2029.

“Maximum Lawful Rate” has the meaning set forth in Section 2.7.

“MCF” means MidCap Funding IV Trust, a Delaware statutory trust, and its successors and permitted assigns.

“Minimum Balance” means, at any time, an amount that equals the product of: (a) the average Borrowing Base (or, if less on any given day, the Revolving Loan Commitment) during the immediately preceding month multiplied by (b) the Minimum Balance Percentage for such month.

“Minimum Balance Fee” means a fee equal to (a) the positive difference, if any, remaining after subtracting (i) the average end-of-day principal balance of Revolving Loans outstanding during the immediately preceding month from (ii) the Minimum Balance multiplied by (b) the highest interest rate applicable to the Revolving Loans during such month (or, during the existence of an Event of Default, the default rate of interest set forth in Section 10.5(a)).

“Minimum Balance Percentage” means thirty percent (30.0%).

“Mortgaged Property” means all Material Real Property.

“Mortgages” means the mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, leasehold deeds of trust or leasehold deeds to secure debt and other similar security documents delivered pursuant to Section 4.11 or 7.4, each in customary form and substance reasonably acceptable to Agent, including as may be required to account for local law matters.

“Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any Credit Party or any other member of the Controlled Group (or any Person who in the last five years was a member of the Controlled Group) is making or accruing an obligation to make contributions or has within the preceding five plan years (as determined on the applicable date of determination) made contributions.

“NFIP” has the meaning set forth in the definition of “Real Property Collateral Requirements”.

“Non-Funding Lender” has the meaning set forth in Section 11.18.

“Notes” has the meaning set forth in Section 2.3.

“Notice of Borrowing” means a notice of a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit D hereto or such other form that is reasonably acceptable to Agent.

“Obligations” means all obligations, liabilities and indebtedness (monetary (including, without limitation, the payment of interest and other amounts arising after the commencement of any case with respect to any Credit Party under the Bankruptcy Code or any similar statute which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case) or otherwise) of each Credit Party under this Agreement or any other Financing Document, in each case, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

“OFAC” means the U.S. Department of Treasury Office of Foreign Assets Control.

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“OFAC Lists” means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

“Orderly Liquidation Value” means (a) at all times prior to the date that is the earlier of (i) 30 days following the Closing Date and (ii) the date on which Agent receives a third-party inventory appraisal reasonably satisfactory to it (the “Post-Closing Appraisal Period”), an amount, expressed in terms of money, equal to 30% of the cost of the Eligible Inventory and (b) at all times after the Post-Closing Appraisal Period, an amount equal to the net amount (after all costs of sale), expressed in terms of money, which Agent, in its Permitted Discretion, estimates can be realized from a sale, as of a specific date, given a reasonable period to find a purchaser(s), with the seller being compelled to sell on an as-is/where-is basis, as reflected in the most recent appraisal delivered hereunder; provided, that, at all times prior to Agent’s receipt of an appraisal in accordance with clause (a)(ii) above, the amount for purposes of this clause (b) shall be deemed to be $0.

“Ordinary Course of Business” means, in respect of any transaction involving any Credit Party or any Subsidiary, the ordinary course of business of such Credit Party or Subsidiary, as conducted by such Credit Party or Subsidiary in accordance with past practices and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Financing Document.

“Organizational Documents” means, with respect to any Person other than a natural person, the documents by which such Person was organized (such as a certificate of incorporation, articles of incorporation, certificate of limited partnership, certificate of formation or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Person (such as by-laws, a partnership agreement or an operating agreement, joint venture agreement, limited liability company agreement or members agreement), including any and all shareholder agreements or voting agreements relating to the capital stock or other Equity Interests of such Person.

“Other Connection Taxes” means Taxes imposed as a result of a present or former connection between Agent, Term Loan Servicer or any Lender and the jurisdiction imposing such tax (other than connections arising from Agent, Term Loan Servicer or such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, engaged in any other transaction pursuant to or enforced any Financing Document, or sold or assigned an interest in any Loans or any Financing Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Financing Document, except any Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.8(i)).

“Participant” has the meaning set forth in Section 11.17(b).

“Participant Register” has the meaning set forth in Section 11.17(a)(iii).

“Payment Account” means, as applicable, the Term Loan Payment Account or the Revolving Loan Payment Account.

“Payment Recipient” has the meaning specified therefor in Section 13.21(a) of this Agreement.

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“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.

“Pension Plan” means any ERISA Plan that is subject to Section 412 of the Code or Title IV of ERISA.

“Perfection Certificate” means the Perfection Certificate delivered to Agent as of the Closing Date, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Permit” means all licenses, certificates, accreditations, other authorizations, franchises, qualifications, accreditations, registrations, permits, consents and approvals of a Credit Party issued or required under Laws applicable to the business of the Credit Parties or any of their Subsidiaries or necessary in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, furnishing, distribution or delivery of goods or services under Laws applicable to the business of the Credit Parties or any of their Subsidiaries.

“Permitted Acquisition” means any Acquisition by a Credit Party, in each case, to the extent that each of the following conditions shall have been satisfied:

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“Permitted Asset Dispositions” means the following Asset Dispositions:

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“Permitted Contest” means, with respect to any tax obligation or other obligation allegedly or potentially owing from any Credit Party or its Subsidiary to any governmental tax authority or other third party, a contest maintained in good faith by appropriate proceedings promptly instituted and diligently conducted and with respect to which such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made on the books and records and financial statements of the applicable Credit Party(ies); provided, however, that (a) compliance with the obligation that is the subject of such contest is effectively stayed during such challenge; (b) such Credit Parties’ and their Subsidiaries’

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title to, and its right to use, the Collateral is not adversely affected thereby and Agent’s Lien and priority on the Collateral are not adversely affected, altered or impaired thereby; (c) the Collateral or any part thereof or any interest therein shall not be in any danger of being sold, forfeited or lost by reason of such contest by such Credit Parties or their Subsidiaries; and (d) upon a final determination of such contest, such Credit Parties and their Subsidiaries shall promptly comply with the requirements thereof.

“Permitted Contingent Obligations” means

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“Permitted Debt” means:

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“Permitted Discretion” mean a determination made in good faith and in the exercise of reasonable business judgment from the perspective of a secured lender or secured asset based lender (as applicable).

“Permitted Distributions” means the following Distributions:

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“Permitted DOE Loan Debt” means Debt of Aspen Georgia incurred pursuant to DOE Loan Documents in an aggregate principal amount not to exceed (a) up to $671,000,000 plus (b) capitalized interest of up to $51,000,000 outstanding at any time plus (c) an additional 10% cushion in excess of the sum of the amounts in clauses (a) and (b); provided, that (i) the DOE Loan Agreement is executed prior to the date that is one (1) year following the Closing Date, (ii) no Event of Default has occurred and is continuing on the date the DOE Loan Documents are entered into, (iii) such Debt is incurred pursuant to the DOE Loan Documents, and (iv) is secured solely by the DOE Liens.

“Permitted DOE Loan Execution Date” has the meaning set forth in Section 4.11(f).

“Permitted Investments” means:

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“Permitted Licenses” has the meaning set forth in clause (d) of the definition of “Permitted Asset Dispositions”.

“Permitted Liens” means:

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“Permitted Modifications” means (a) such amendments or other modifications to a Borrower’s or Subsidiary’s Organizational Documents as are required under this Agreement or by applicable Law and fully disclosed to Agent within ten (10) Business Days (or such later date as Agent may agree) after such amendments or modifications have become effective, and (b) such amendments or modifications to a Borrower’s or Subsidiary’s Organizational Documents (other than those involving a change in the name of a Borrower or Subsidiary or involving a reorganization of a Borrower or Subsidiary under the laws of a different jurisdiction) that would not adversely affect in any material respect the rights and interests of Agent or Lenders and fully disclosed to Agent within ten (10) Business Days (or such later date as Agent may agree) after such amendments or modifications have become effective; provided, that, the disclosure obligations in clauses (a) and (b) may be satisfied with respect to information filed by Parent with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (including Form 10-Q Reports and Form 10-K reports) and shall be deemed to have been delivered on the date on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “EDGAR”).

“Permitted Priority Liens” means (a) with respect to any Collateral, any Permitted Liens applicable to such Collateral (other than any Liens securing the Obligations or DOE Liens) which are Liens of general applicability have priority as a matter of Law over the respective Liens on such Collateral created in favor of Agent pursuant to the relevant Financing Documents and (b) Permitted Liens of the type described in clauses (b), and (i), of the definition of “Permitted Liens”.

“Permitted Refinancing” means Debt constituting a refinancing, extension or renewal of Debt; provided, that the refinanced, extended, or renewed Debt (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the Debt being refinanced or extended (plus (i) any reasonable and customary interest, fees (including upfront fees, original issue discount or initial yield payments), penalties and, premiums and costs and expenses and (ii) an amount equal to any existing commitments unutilized thereunder), (b) other than with respect to a Permitted Refinancing in respect of Debt permitted pursuant to clause (c) of the definition of “Permitted Debt”, has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Debt being refinanced or extended, (c) other than with respect to a Permitted Refinancing in respect of a Permitted Sale and Leaseback Transaction, is not entered into as part of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing the Debt being refinanced or extended or otherwise constituting Permitted Liens, (e) the obligors of which are the same as the obligors of the Debt being refinanced or extended, except to the extent otherwise permitted pursuant to the definition of “Permitted Debt” (it being understood that any entity that was a guarantor in respect of the relevant refinanced Debt may be the primary obligor in respect of the refinancing Debt, and any entity that was the primary obligor in respect of the relevant refinanced Debt may be a guarantor in respect of the refinancing Debt), (f)(i) to the extent such Debt being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders as those contained in the documentation governing the Debt being modified, refinanced, refunded, renewed, replaced or extended, (ii) such modification, refinancing, refunding, renewal, replacement or extension is incurred by the Person who is the obligor of, and does not have greater guarantees or security than, the Debt being modified, refinanced, refunded, renewed, replaced or extended and (iii) if the Debt being modified, refinanced, refunded, renewed, replaced or extended was subject to an intercreditor agreement, the holders of such modified, refinanced, refunded, renewed, replaced or extended Debt or their representative on their behalf shall become party to such intercreditor agreement, and (g) no Specified Event of Default has occurred and is continuing at the time such refinancing, extension or renewal occurs or would result therefrom.

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“Permitted Restrictions” means restrictions existing by reason of:

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“Permitted Sale and Leaseback Transactions” means (a) the sale and leaseback transaction disclosed in the SEC Reports as of the Closing Date and (b) any arrangement providing for the lease by the Credit Parties and/or any Subsidiary of any Equipment located in Mexico (“Mexican Equipment”), which Mexican Equipment has been or is to be sold or transferred by the Credit Parties and/or such Subsidiary in contemplation of, and contemporaneously with the entry into of, such lease arrangement, to the extent the fair market value of all Mexican Equipment subject to all such transactions does not exceed $10,000,000; provided, that, in the case of this clause (b), (i) no such sale and leaseback transaction shall be permitted at any time a Specified Event of Default has occurred and is continuing, and (ii) such Permitted Sale and Leaseback Transactions shall have been consummated by the date that is one year following the Closing Date (or such later date as Agent may agree in writing in its reasonable discretion).

“Person” means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

“Phase I” has the meaning set forth in the definition of “Real Property Collateral Requirements”.

“Pledge Agreement” means that certain Pledge Agreement, dated as of the date hereof, executed by certain Credit Parties in favor of Agent, for the benefit of Lenders, covering all the Equity Interests respectively owned by the Credit Parties, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Post-Closing Appraisal Period” has the meaning set forth in the definition of “Orderly Liquidation Value”.

“Prepayment Fee” has the meaning set forth in Section 2.2(i).

“Pricing Date” means, for any fiscal quarter of the Borrower ending after December 31, 2025, the date that is five (5) Business Days after the date on which Agent is in receipt of the Borrower’s most recent March, June, September or December, as applicable, Compliance Certificate.

“Pro Rata Share” means (a) with respect to a Lender’s obligation to make advances in respect of the Term Loan and such Lender’s right to receive payments of principal, interest and fees with respect to the Term Loan, the Term Loan Commitment Percentage of such Lender; provided, that if the Term Loan Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Lender’s portion of the Term Loan and the denominator shall be the aggregate unpaid principal amount of the Term Loan, (b) with respect to a Lender’s obligation to make Revolving Loans, and such Lender’s right to receive any fee payable to or for the benefit of the Revolving Lenders, the Revolving Loan

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Commitment Percentage of such Lender, (c) with respect to a Lender’s right to receive payments of principal and interest with respect to Revolving Loans, such Lender’s Revolving Loan Exposure with respect thereto, and (d) for all other purposes (including, without limitation, the indemnification obligations arising under Section 11.6) with respect to any Lender, the percentage obtained by dividing (i) the sum of the Revolving Loan Commitment Amount (or, in the event the Revolving Loan Commitment shall have been reduced to zero, such Lender’s then existing Revolving Loan Outstandings), the then remaining Term Loan Commitment Amount, and the then outstanding principal advances under the Term Loan of such Lender, by (ii) the sum of the Revolving Loan Commitment (or, in the event the Revolving Loan Commitment shall have been reduced to zero, the then existing Revolving Loan Outstandings), the then remaining Term Loan Commitment, and the then outstanding principal advances under the Term Loans of all Lenders.

“Proceeding” means any suit, formal charge, complaint, action or hearing, whether judicial or administrative, before any Governmental Authority or arbitrator.

“Proceeds” means “proceeds” (as defined in Article 9 of the UCC).

“Projections” has the meaning set forth in Section 3.5.

“Protective Advance” means all sums expended by Agent in accordance with the provisions of Section 10.4 to (a) protect the priority, validity and enforceability of any lien on, and security interests in, any Collateral and the instruments evidencing and securing the Obligations, (b) prevent the value of any Collateral from being diminished, or (c) protect any of the Collateral from being materially damaged, impaired, mismanaged or taken.

“Real Property Asset” means, at any time of determination, all right, title and interest (fee, leasehold or otherwise) of any Credit Party or a Subsidiary thereof in and to real property (including, but not limited to, land, improvements and fixtures thereon).

“Real Property Collateral Requirements” means the requirement that Agent shall have received (with respect to any Mortgaged Property existing as of the Closing Date, within the time period provided under Section 7.4 and, with respect to any Mortgaged Property acquired after the Closing Date, within 90 days of the acquisition thereof (or such later date as Agent may agree)), a duly executed Mortgage from the applicable Credit Party for each Mortgaged Property in form and substance reasonably acceptable to Agent and suitable for recording or filing, together, with respect to each Mortgage for any property located in the United States, with the following documents:

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Notwithstanding any provision of any Financing Document to the contrary, if any mortgage recording tax or similar tax or charge is owed on the entire amount of the Obligations evidenced hereby, then, to the extent permitted by, and in accordance with, applicable Law, the amount of such mortgage recording tax or similar tax or charge shall be calculated based on the lesser of (x) the maximum aggregate principal amount of the Obligations and (y) a multiple (not to exceed 125%) of the fair market value of the applicable Mortgaged Property at the time the Mortgage is entered into and determined in an amount and manner reasonably acceptable to the Agent, which in the case of clause (y) will result in a limitation of the Obligations secured by the Mortgage to such amount.

“Reference Time” means approximately a time substantially consistent with market practice two (2) SOFR Business Days prior to the first day of each calendar month. If by 5:00 pm (New York City time) on any interest lookback day, Term SOFR in respect of such interest lookback day has not been published on the SOFR Administrator’s Website, then Term SOFR for such interest lookback day will be Term SOFR as published in respect of the first preceding SOFR Business Day for which Term SOFR was published on the SOFR Administrator’s Website; provided, that such first preceding SOFR Business Day is not more than three (3) SOFR Business Days prior to such interest lookback day.

“Register” has the meaning set forth in Section 11.17(a)(iii).

“Registered Intellectual Property” means any patent, registered trademark or service mark, registered copyright, registered mask work, or any pending application for any of the foregoing.

“Registered Intellectual Property (U.S.)” means any patent, registered trademark or service mark, registered copyright, registered mask work, in each case, registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, or any pending application for any of the foregoing.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Rent Reserve” means a reserve established by Agent in respect of (a) each location at which Inventory of a Credit Party is located that is not subject to a reasonably satisfactory landlord waiver or bailee letter, in an initial amount, as of the Closing Date, equal to the sum (as determined by Agent in its Permitted Discretion) of three (3) months’ rent, third party costs or fees, as applicable, as adjusted from time to time by Agent in its Permitted Discretion (and absent the occurrence and continuance of an Event of Default, upon not less than three (3) days’ prior written notice to Borrower Representative).

“Replacement Lender” has the meaning set forth in Section 11.17(c).

“Representatives” has the meaning set forth in Section 13.6(a).

“Required Lenders” means at any time Lenders holding (a) of more than fifty percent (50%) the sum of the Revolving Loan Commitments, the remaining Term Loan Commitments, and the then outstanding principal advances under the Term Loans (taken as a whole) or (b) if the Revolving Loan Commitments has been reduced to zero, more than fifty percent (50%) of the sum of the then aggregate outstanding principal balance of the Revolving Loans, the remaining Term Loan Commitments, and the then outstanding principal advances under the Term Loans (taken as a whole).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

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“Responsible Officer” means any of the President, Chief Executive Officer, Chief Financial Officer, Vice President, Treasurer, Controller or any other officer of the applicable Credit Party reasonably acceptable to Agent, and as to any document delivered on the Closing Date, shall include any secretary or assistant secretary or any other individual or similar official thereof with substantially equivalent responsibilities of a Credit Party and, solely for purposes of notices given pursuant to this Agreement, any other officer of the applicable Credit Party so designated in writing by any of the foregoing officers in a notice to Agent or any other officer or employee of the applicable Credit Party designated in or pursuant to an agreement between the applicable Credit Party and Agent.

“Restricted Foreign Subsidiary” means (a) Aspen Germany, (b) any Foreign Subsidiary, and (c) any FSHCO; provided, that no Subsidiary that becomes a Credit Party pursuant to Section 4.11(e) shall be a “Restricted Foreign Subsidiary” for purposes of this Agreement or the other Financing Documents.

“Restricted Subsidiary” means (a) each Restricted Foreign Subsidiary, (b) Aspen Georgia,[reserved], (c) any Subsidiary specifically identified to Agent in writing (i) that is prohibited from providing a Guarantee of the Obligations by any Law (for so long as such prohibition is applicable) or (ii) that would require a material consent, approval, license or authorization from a Governmental Authority to provide a Guarantee of the Obligations at the time such Restricted Subsidiary became a Subsidiary (unless such consent, approval, license or authorization has been obtained after such Credit Party’s or Subsidiary’s use of commercially reasonable efforts to procure such consent, approval, license or authorization); provided, that in no event shall Aspen Georgia qualify as a Restricted Subsidiary under this clause (c)(ii), and (d) any other Restricted Subsidiary with respect to which, as agreed in writing by Agent and Borrower Representative (each acting reasonably), the burden or cost of providing a Guarantee of the Obligations (including any non-de minimis adverse Taxes consequences or non-de minmis adverse regulatory consequences) outweighs, or would be excessive in light of, the practical benefits afforded thereby; provided, that no Subsidiary that becomes a Credit Party pursuant to Section 4.11(e) or Section 4.11(f) shall be a “Restricted Subsidiary” for purposes of this Agreement or the other Financing Documents.

“Revolving Lender” means each Lender having a Revolving Loan Commitment Amount in excess of Zero Dollars ($0) (or, in the event the Revolving Loan Commitment shall have been terminated at any time, each Lender at such time having Revolving Loan Outstandings in excess of Zero Dollars ($0)).

“Revolving Loan Account” has the meaning set forth in Section 2.6(b).

“Revolving Loan Availability” means, at any time, the Revolving Loan Limit minus the Revolving Loan Outstandings.

“Revolving Loan Commitment” means, as of any date of determination, the aggregate Revolving Loan Commitment Amounts of all Lenders as of such date.

“Revolving Loan Commitment Amount” means, as to any Lender, the dollar amount set forth opposite such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Amount” (if such Lender’s name is not so set forth thereon, then the dollar amount on the Commitment Annex for the Revolving Loan Commitment Amount for such Lender shall be deemed to be Zero Dollars ($0)), as such amount may be adjusted from time to time by any amounts assigned (with respect to such Lender’s portion of Revolving Loans outstanding and its commitment to make Revolving Loans) pursuant to the terms of any and all effective Assignment Agreements to which such Lender is a party. For the avoidance of doubt, the aggregate Revolving Loan Commitment Amount of all Lenders on the Closing Date shall be $100,000,000.

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“Revolving Loan Commitment Percentage” means, as to any Lender, (a) on the Closing Date, the percentage set forth opposite such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Percentage” (if such Lender’s name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed to be zero), and (b) on any date following the Closing Date, the percentage equal to the Revolving Loan Commitment Amount of such Lender on such date divided by the Revolving Loan Commitment on such date.

“Revolving Loan Exposure” means, with respect to any Lender on any date of determination, the percentage equal to the amount of such Lender’s Revolving Loan Outstandings on such date divided by the aggregate Revolving Loan Outstandings of all Lenders on such date.

“Revolving Loan Limit” means, at any time, the lesser of (a) the Revolving Loan Commitment and (b) the Borrowing Base.

“Revolving Loan Outstandings” means, at any time of calculation, without duplication (a) the then existing aggregate outstanding principal amount of Revolving Loans, and (b) when used with reference to any single Lender, the then existing outstanding principal amount of Revolving Loans advanced by such Lender.

“Revolving Loan Payment Account” means the account specified on the Agent’s signature page hereto as the Revolving Loan Payment Account, into which all payments by or on behalf of each Borrower to Agent (other than payments of principal, interest, fees, expenses, charges and all other amounts owing solely in respect of the Term Loans) under the Financing Documents shall be made, or such other account as Agent shall from time to time specify by notice to Borrower Representative.

“Revolving Loans” has the meaning set forth in Section 2.1(b).

“Sanctioned Country” means any country or territory that is itself subject to comprehensive sanctions maintained by OFAC including at the time of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions.

“SEC” means the United States Securities and Exchange Commission.

“SEC Reports” has the meaning set forth in Section 3.6.

“Securities Account” means a “securities account” (as defined in Article 9 of the UCC), an investment account, or other account in which investment property or securities are held or invested for credit to or for the benefit of any Credit Party.

“Securities Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to Agent, among Agent, any applicable Credit Party and each securities intermediary in which such Credit Party maintains a Securities Account pursuant to which Agent shall obtain “control” (as defined in Article 9 of the UCC) over such Securities Account.

“Security Document” means this Agreement, the Pledge Agreement, each Mortgage, and each other agreement, document or instrument executed concurrently herewith or at any time hereafter pursuant to which one or more Credit Parties or any other Person either (a) Guarantees payment or performance of all or any portion of the Obligations, and/or (b) provides, as security for all or any portion of the Obligations, a Lien on any of its assets in favor of Agent for its own benefit and the benefit of the Lenders, as any or all of the same may be amended, supplemented, restated, amended and restated or otherwise modified from time to time.

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“Specified Event of Default” means an Event of Default arising pursuant to (a) Section 10.1(a)(i); (b) Section 10.1(a)(ii) (but only with respect to an Event of Default arising from a breach of Section 4.1(a), (c), or (i)), (c) Section 10.1(a)(iv) (but only with respect to an Event of Default arising from a breach of Article 6), (d) Section 10.1(e), or (e) Section 10.1(f).

“Specified Equity Contribution” has the meaning set forth in Section 6.4.

“Specified Locations” has the meaning set forth in Section 9.2(g)(iv).

“Specified Material Contracts” means those certain OEM contracts provided by Borrower Representative to Agent on or prior to the Closing Date and designated as “Specified Material Contracts” for the purpose of this Agreement and any replacement contract therefor; provided, that such contracts shall be deemed not to constitute Specified Material Contracts to the extent that the most recent Compliance Certificate delivered or required to be delivered by the Borrower Representative pursuant to this Agreement demonstrates compliance with the financial covenants in Section 6.1 and Section 6.2 without inclusion of any revenue attributable to such contracts.

“SOFR” means, with respect to any SOFR Business Day, a rate per annum equal to the secured overnight financing rate for such SOFR Business Day.

“SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Term SOFR selected by Agent in its reasonable discretion).

“SOFR Administrator’s Website” means the website of the SOFR Administrator, currently at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html, or any successor source for Term SOFR identified by the SOFR Administrator from time to time.

“SOFR Business Day” means any day other than a Saturday or Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“SOFR Interest Rate” means, with respect to each day during which interest accrues on a Loan, the rate per annum (expressed as a percentage) equal to (a) Term SOFR for the applicable Interest Period for such day; or (b) if the then-current Benchmark has been replaced with a Benchmark Replacement pursuant to Section 2.2(o), such Benchmark Replacement for such day. Notwithstanding the foregoing, the applicable SOFR Interest Rate shall not at any time be less than the Applicable SOFR Floor or greater than the Applicable SOFR Cap.

“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR.

“Solvent” means, with respect to any Person, that such Person (a) owns and will own assets the fair saleable value of which are (i) greater than the total amount of its debts and liabilities (including subordinated and Contingent Obligations), and (ii) greater than the amount that will be required to pay the probable liabilities of its then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to it; (b) has capital that is not unreasonably small in relation to its business as presently conducted or after giving effect to any contemplated transaction; and (c) does not intend to incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due.

“Stated Rate” has the meaning set forth in Section 2.7.

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“Subject Domestic Subsidiary” means any Domestic Subsidiary deemed to be a Restricted Subsidiary solely on the basis of clause (c)(ii) of the definition of “Restricted Subsidiary”.

“Subject Foreign Account Debtor” means the thermal barrier OEM located in Mexico and specifically identified to Agent on or before the Closing Date.

“Subject Foreign Subsidiary” has the meaning set forth in Section 4.11(d).

“Subordinated Debt” means any Debt of any Credit Parties incurred pursuant to the terms of the Subordinated Debt Documents and with the prior written consent of Agent.

“Subordinated Debt Documents” means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which documents must be in form and substance reasonably acceptable to Agent. As of the Closing Date, there are no Subordinated Debt Documents.

“Subordination Agreement” means each agreement between Agent and another creditor of Credit Parties, as the same may be amended, supplemented, restated, amended and restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Debt owing from any Credit Party and/or the Liens securing such Debt granted by any Credit Party to such creditor are subordinated in any way to the Obligations and the Liens created under the Security Documents, the terms and provisions of such Subordination Agreements to have been agreed to by and are reasonably acceptable to Agent.

“Subsidiary” means, with respect to any Person, (a) any corporation (or any foreign equivalent thereof) of which an aggregate of fifty percent (50%) or more of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than fifty percent (50%) of such Equity Interests whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company (or any foreign equivalent thereof) in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) or of which any such Person is a general partner or may exercise the powers of a general partner. Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of a Credit Party.

“Survey” means a survey of any Mortgaged Property (and all improvements thereon) which is (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than one (1) year (or such earlier date as Agent may agree in its reasonable discretion) prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than sixty (60) days (or such earlier date as Agent may agree in its sole discretion) prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to Agent) to Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date

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of preparation of such survey, and (v) sufficient for the Title Company to remove all standard survey exceptions from the title policy relating to such Mortgaged Property and issue the endorsements of the type required by clause (a)(iv)(B) of the definition of “Real Property Collateral Requirements”.

“Swap Contract” means any “swap agreement”, as defined in Section 101 of the Bankruptcy Code, that is obtained by a Credit Party to provide protection against fluctuations in interest or currency exchange rates.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Lender” means a Lender with a Term Loan Commitment or a portion of the outstanding Term Loans.

“Term Loan” has the meaning set forth in Section 2.1(a)(i)(A).

“Term Loan Account” has the meaning set forth in Section 2.6(c).

“Term Loan Commitment Amount” means, with respect to each Lender, the amount set forth opposite such Lender’s name on Annex A hereto under the caption “Term Loan Commitment Amount”, as amended from time to time to reflect any permitted and effective assignments and as such amount may be reduced or terminated pursuant to this Agreement.

“Term Loan Commitment Percentage” means, as to any Lender with respect to each of such Lender’s Term Loan Commitments, (a) on the Closing Date, the applicable percentage set forth opposite such Lender’s name on the Commitment Annex under the column “Term Loan Commitment Percentage”, (if such Lender’s name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed to be zero), and (b) on any date following the Closing Date, the percentage equal to the Term Loan Commitment of such Lender on such date divided by the aggregate Term Loan Commitments on such date.

“Term Loan Commitments” means the sum of each Lender’s Term Loan Commitment Amount. For the avoidance of doubt, the aggregate Term Loan Commitments of all Lenders on the Closing Date shall be $125,000,000.

“Term Loan Payment Account” means the account specified on the Term Loan Servicer’s signature page hereto as the Term Loan Payment Account, into which all payments by or on behalf of each Borrower to Agent of principal, interest, fees, expenses, charges and all other amounts owing solely in respect of the Term Loans under the Financing Documents shall be made, or such other account as Term Loan Servicer shall from time to time specify by notice to Borrower Representative.

“Term Loan Servicer” MidCap Financial Trust, in its capacity as Term Loan Servicer for itself and for Lenders hereunder, as such capacity is established in, and subject to the provisions of, Article 11, and the successors and permitted assigns of MidCap Financial Trust in such capacity.

“Term SOFR” means the greater of (a) the forward-looking term rate for a period comparable to such Interest Period based on SOFR that is published by the SOFR Administrator and is displayed on the SOFR Administrator’s Website at approximately the Reference Time for such Interest Period and (b) the Applicable SOFR Floor. Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.2(o), in the event that a Benchmark Replacement with respect to Term SOFR is implemented, then all references herein to Term SOFR shall be deemed references to such Benchmark Replacement.

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“Termination Date” means the earliest to occur of (a) the Maturity Date, (b) any date on which the maturity of the Loans is accelerated pursuant to Section 10.2, or (c) the termination date stated in any notice of termination of this Agreement provided by Borrowers in accordance with Section 2.12.

“Title Company” has the meaning set forth in the definition of “Real Property Collateral Requirements”.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.8(c)(i).

“UCC” means the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in connection with the perfection of security interests in any Collateral.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” means the United States of America.

“Withholding Agent” means any Borrower, Agent or Term Loan Servicer, as applicable.

“Work-In-Process” means Inventory that is not a product that is finished and approved by a Borrower in accordance with applicable Laws and such Borrower’s normal business practices for release and delivery to customers.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2 Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of each Credit Party and its Consolidated Subsidiaries delivered to Agent and each of the Lenders on or prior to the Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or

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financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect prior to giving effect to FASB Accounting Standards Update No. 2016-02, Leases, shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Section 1.3 Other Definitional and Interpretive Provisions. References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”. References made in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Except as otherwise specified or limited herein, references to any Person include the successors and permitted assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. References to capitalized terms that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. All references herein to a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or analogous term, will be construed to mean also a division of or by a limited liability company, as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable. Any series of limited liability company shall be considered a separate Person. Any definition of or reference to any agreement, instrument or other document herein or in any Financing Document shall, unless otherwise specified, be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forth herein).

Section 1.4 Settlement and Funding Mechanics. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds.

Section 1.5 Time is of the Essence. Time is of the essence in Borrower’s and each other Credit Party’s performance under this Agreement and all other Financing Documents.

Section 1.6 Time of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight savings or standard, as applicable).

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ARTICLE 2 - LOANS

Section 2.1 Loans.