GRIFFON CORP

Current report (Form 8-K) · Jun 11, 2026 · Material agreement · Investor press release · Financial statements

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GFF

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Material agreement

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Jun 11, 2026

Overview Analysis Documents(18)Full text Exhibits(4)

EX-99.1 · c116668_ex99-1.htm

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EX-99.1

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c116668_ex99-1.htm

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EX-99.1 · c116668_ex99-1.htm EX-99.1 4 c116668_ex99-1.htm Exhibit 99.1 Execution Version THIS LOAN IS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) AS DEFINED BY SECTION 1273(a)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO THE INFORMATION REPORTING REQUIREMENTS SET FORTH IN TREASURY REGULATION 1.1275-3. PLEASE REQUEST IN WRITING INFORMATION REGARDING THE DEBT INSTRUMENT’S ISSUE PRICE, OID, ISSUE DATE, AND YIELD TO MATURITY IN THE MANNER SPECIFIED IN SECTION 13.9. SECOND LIEN TRANCHE A CREDIT AGREEMENT AMONG MERV FINCO LLC, as Borrower - and - THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, as Guarantors - and - THE LENDERS FROM TIME TO TIME PARTIES HERETO, as Lenders - and - UMB BANK, N.A., as Administrative Agent DATED June 9, 2026 TABLE OF CONTENTS Page Article 1 Definitions; Interpretation 1 1.1 Definitions 1 1.2 Interpretation 36 1.3 Currency References 37 1.4 Change in Accounting Principles 37 1.5 Divisions 38 1.6 Excluded Subsidiaries and Immaterial Subsidiaries 38 1.7 Special Purpose Entities 38 1.8 Canadian References 38 1.9 Permitted Liens 39 1.10 Exhibits and Schedules 39 1.11 Spanish Terms 39 Article 2 The Credit Facilities 40 2.1 Term Loan Commitments 40 2.2 Applicable Interest Rates; Fees 40 2.3 Advance of Term Loans on Closing Date 42 2.4 Maturity of Loans 42 2.5 Prepayments 42 2.6 Default Rate 45 2.7 Evidence of Indebtedness 46 2.8 Substitution of Lenders 46 2.9 Defaulting Lenders 47 Article 3 Fees 48 3.1 Fees 48 Article 4 Place and Application of Payments 48 4.1 Place and Application of Payments 48 Article 5 GuarantEes and Collateral 50 5.1 Guarantees 50 5.2 Security Delivered on the Closing Date 50 5.3 Security Delivered Upon Closing of the Merv Acquisition 51 5.4 Security Acknowledgement 51 5.5 Excluded Property 52 5.6 Liens on Real Property 53 5.7 Further Assurances 53 5.8 Limitations: Spain 54 5.9 Limitations: Colombia 54 i TABLE OF CONTENTS (continued) Page Article 6 Representations and Warranties 54 6.1 Organization and Qualification 54 6.2 Corporate Structure 55 6.3 Authority and Validity of Obligations 55 6.4 Execution, Delivery, Performance and Enforceability of Documents 56 6.5 Use of Proceeds; Margin Stock 56 6.6 Financial Reports 56 6.7 No Material Adverse Change 57 6.8 Full Disclosure 57 6.9 Trademarks, Franchises, and Licenses 57 6.10 Governmental Authority and Licensing 57 6.11 Good Title 58 6.12 Litigation and Other Controversies 58 6.13 Taxes 58 6.14 Approvals 58 6.15 Affiliate Transactions 59 6.16 Investment Company 59 6.17 ERISA 59 6.18 Canadian Defined Benefit Pension Plan 60 6.19 Compliance with Laws 60 6.20 Other Agreements 61 6.21 Solvency 61 6.22 No Broker Fees 61 6.23 No Default 61 6.24 OFAC 61 6.25 Anti-Corruption Laws 61 6.26 Sanctions Laws 62 6.27 Anti-Money Laundering Laws and Anti-Corruption Laws 62 6.28 RCRA 63 6.29 Charitable Status 63 6.30 Third-Party Benefit 63 Article 7 Conditions Precedent 63 7.1 All Credit Events 63 7.2 Conditions to Closing Date 63 Article 8 Covenants 67 8.1 Maintenance of Business 67 8.2 Maintenance of Properties 67 8.3 Taxes and Assessments 68 8.4 Insurance 68 8.5 Financial Reports and Notices 68 8.6 Inspection 71 8.7 Borrowings and Guarantees 71 8.8 Holdings 73 8.9 Liens 73 8.10 Investments, Acquisitions, Loans and Borrowings 75 ii TABLE OF CONTENTS (continued) Page 8.11 Amalgamations, Mergers, Consolidations and Sales 76 8.12 Maintenance of Subsidiaries 78 8.13 Dividends and Certain Other Restricted Payments 78 8.14 ERISA 79 8.15 Canadian Defined Benefit Pension Plan 80 8.16 Compliance with Laws, Etc 80 8.17 Burdensome Contracts with Affiliates 81 8.18 No Changes in Fiscal Year 81 8.19 Formation of Subsidiaries 81 8.20 Change in the Nature of Business and Liens 82 8.21 Use of Proceeds 82 8.22 No Restrictions 82 8.23 Financial Covenants 82 8.24 Limitation on Hedging Agreements 85 8.25 Real Property Matters 85 8.26 OFAC, Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws 86 8.27 Anti-Money Laundering and Anti-Terrorism Finance Laws; Foreign Corrupt Practices Act; Sanctions; Restricted Person 87 8.28 Foreign Subsidiaries 87 8.29 First Lien Credit Agreement, Second Lien Tranche B Debt and Second Lien Tranche B Security 87 8.30 Cash Management 87 8.31 Special Purpose Entities 88 8.32 JV Real Property 88 8.33 Insurance Certificates Covenant 88 Article 9 Events of Default and Remedies 89 9.1 Events of Default 89 9.2 Non Bankruptcy Defaults 91 9.3 Bankruptcy Defaults 92 9.4 Notice of Default 92 9.5 Appointment of a Monitor 92 9.6 Borrower’s Right to Cure 92 Article 10 Change in Circumstances 93 10.1 Change in Law 93 10.2 Increased Cost and Reduced Return 93 10.3 Lending Offices 94 Article 11 The Administrative Agent 95 11.1 Appointment and Authorization of Administrative Agent 95 11.2 Administrative Agent and Its Affiliates 95 11.3 Action by Administrative Agent 95 11.4 Liability of Administrative Agent; Credit Decision 98 11.5 Indemnity 98 11.6 Resignation of Administrative Agent and Successor Administrative Agent 99 11.7 Designation of Additional Agents 100 iii TABLE OF CONTENTS (continued) Page 11.8 Authorization to Release or Subordinate or Limit Liens 100 11.9 Authorization to Enter into, and Enforcement of, the Collateral Documents 101 11.10 Erroneous Payment 103 11.11 Certain ERISA Matters 104 11.12 Funding by Lenders; Presumption by Administrative Agent 105 11.13 Payments by the Borrower; Presumptions by Administrative Agent 106 Article 12 The Guarantees 106 12.1 The Guarantees 106 12.2 Guarantee Unconditional 107 12.3 Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances 107 12.4 Subrogation 108 12.5 Waivers 108 12.6 Limit on Recovery 108 12.7 Stay of Acceleration 108 12.8 Benefit to Guarantors 108 12.9 Guarantor Covenants 109 12.10 Keepwell 109 Article 13 Miscellaneous 109 13.1 Withholding Taxes 109 13.2 No Waiver, Cumulative Remedies 114 13.3 Non Business Days 114 13.4 Documentary Taxes 114 13.5 Designation of a Different Lending Office 114 13.6 Survival of Representations 115 13.7 Survival of Indemnities 115 13.8 Sharing of Set Off 115 13.9 Notices 115 13.10 Counterparts 117 13.11 Successors and Assigns 117 13.12 Participants 117 13.13 Assignments 118 13.14 Amendments 120 13.15 Headings 121 13.16 Costs and Expenses; Indemnification 121 13.17 Set Off 123 13.18 Entire Agreement 124 13.19 Governing Law 124 13.20 Severability of Provisions 124 13.21 Construction 124 13.22 Lender’s Obligations Several 125 13.23 Submission to Jurisdiction; Waiver of Jury Trial 125 13.24 USA Patriot Act 125 13.25 Hypothecary Representative 125 13.26 Confidentiality 126 13.27 Judgment Currency 127 13.28 Electronic Communication 127 iv TABLE OF CONTENTS (continued) Page 13.29 Acknowledgement Regarding Any Supported QFCs 128 13.31 Pari Passu Second Lien Intercreditor Agreement 130 13.32 Limitation on Recourse under Limited Circumstances 130 Exhibits and Schedules Exhibit A – Form of Notice of Payment Request Exhibit B – [Reserved] Exhibit C – [Reserved] Exhibit D – Form of Notice of Repayment Exhibit E – Form of Compliance Certificate Exhibit F – Form of Additional Guarantor Supplement Exhibit G – Assignment and Acceptance Exhibit H – [Reserved] Schedule A – Subsidiaries, Foreign Subsidiaries and Included Subsidiaries Schedule B – Intellectual Property Schedule C – Agreements with Affiliates Schedule D – Financial Statements Schedule E – Taxes Schedule F – Compliance with Laws Schedule G – Broker Fees Schedule H – Term Loans v SECOND LIEN TRANCHE A Credit Agreement This Second Lien Tranche A Credit Agreement is entered into as of June 9, 2026, by and among MERV FINCO LLC , a limited liability company existing under the laws of the State of Delaware (the “ Borrower ”), MERV MIDCO LLC , a limited liability company existing under the laws of the State of Delaware (“ Holdings ”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the financial institutions from time to time party to this Agreement, as Lenders, and UMB BANK, N.A. , as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 1.1 hereof. Preliminary Statements WHEREAS, the Borrower has requested, and the Lenders have agreed, on the terms and subject to the conditions set forth herein that the Lenders establish the Term Credit under this Agreement in the aggregate amount of $90,000,000 as a portion of the purchase price of the Ames Acquired Companies in the context of the Merv Acquisition; AND WHEREAS, the Obligations of the Borrower hereunder shall be (i) secured by a second-ranking security interest over all of the assets of the Borrower and the Guarantors that secure the First Lien Facilities and guaranteed by the same guarantors as the First Lien Facilities, and (ii) supported by a senior priority payment right over all of the JV Real Property and all proceeds thereof, in accordance with the terms of the Second Lien Tranche A Intercreditor Agreement; NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the parties hereto hereby agree, as follows: Article 1 Definitions; Interpretation 1.1 Definitions The following terms when used herein shall have the following meanings: “ 230 Entities ” means, collectively, 2304616 Ontario Inc. and SUBNATT LP. “ Acquired Business ” means the entity or assets acquired by the Borrower or a Subsidiary in an Acquisition, whether before or after the Closing Date. “ Acquired Companies ” means each of The Ames Companies, LLC, ClosetMaid Canada Limited, 1346022 Alberta ULC, Garant GP, ClosetMaid LLC, ClosetMaid (Jiangmen) Storage Limited, Ames True Temper Global Sourcing Office, Ames Holdings, Inc., Bellota Herramientas, S.L.U., VNPI UK Holdings Limited, Bellota México, S.A. de C.V., Bellota Colombia, S.A.S., Bellota Venezuela C.A., Burgon & Ball Limited, Bellota US Corp., Corona Clipper, Inc., Manufacturera Corona Clipper, S.A. de C.V., Venanpri Tools Monterrey S. de R.L. de C.V. and Merv ForCo , S.L.U. - 2 - “ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 90% of the capital stock, shares, partnership interests, membership interests or equity of any Person (other than a Person that is a Subsidiary or the formation of a Subsidiary solely to facilitate a Permitted Acquisition), or (c) a merger, amalgamation or consolidation or any other combination with another Person (other than a Person that is a Subsidiary); provided that the Borrower or a Person that is or will become a Subsidiary is the surviving entity. " Act ” is defined in Section 13.24 hereof. “ Adjusted EBITDA ” means, for any period (a “ Test Period ”), EBITDA for such Test Period, except that in the event that a Permitted Acquisition is consummated within any Test Period, Adjusted EBITDA for such Test Period shall be calculated on a pro forma basis to include the historical EBITDA of the Acquired Business as evidenced by the financial statements required to be delivered to the Administrative Agent pursuant to this Agreement in connection with the Permitted Acquisition (the “ Historical Financials ”) for the period from the first (1st) day of such Test Period to, and including, the last date of the period covered by the Historical Financials. “ Administrative Agent ” means UMB Bank, N.A., and any successor pursuant to Section 11.7 hereof. “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by or otherwise acceptable to the Administrative Agent. “ Affected Lender ” is defined in Section 2.9 hereof. “ Affiliate ” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that in any event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. “ Agency Fee Letter ” means UMB Bank, N.A.’s fee proposal dated April 22, 2026 and any subsequent fee letter (whether entered into prior to, on or subsequent to the Closing Date) between the Borrower and the Administrative Agent. “ Agreement ” means this credit agreement, as it may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof. - 3 - “ Ames Acquired Companies ” means each of The Ames Companies, LLC, ClosetMaid Canada Limited, 1346022 Alberta ULC, Garant GP, ClosetMaid LLC, ClosetMaid (Jiangmen) Storage Limited, Ames True Temper Global Sourcing Office and Ames Holdings, Inc. “ Anti-Corruption Laws ” means the applicable laws or regulations in any jurisdiction in which the Borrower or any of its Subsidiaries or Affiliates is located or is doing business that relates to bribery or corruption, including the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), the U.S. Foreign Corrupt Practices Act of 1977, and all similar laws, rules, regulations and other applicable laws. “ Anti-Money Laundering Laws ” means the applicable laws and regulations in any jurisdiction in which the Borrower or any of its Subsidiaries or Affiliates is located or is doing business that relates to the prevention and detection of money laundering, terrorist activity financing or sanctions evasion, including: (i) in Canada, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations made thereunder and the guidance of the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) and the Criminal Code (Canada); (ii) in the United States, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), the U.S. Bank Secrecy Act, the U.S. Corporate Transparency Act and the regulations made thereunder and the guidance of the U.S. Financial Crimes Enforcement Network (FinCen); (iii) Spanish law 10/2010 of 28 April on the prevention of money laundering and the financing of terrorism; and (iv) all similar laws, rules, regulations and other applicable laws. “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.13 hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit G or any other form approved by the Administrative Agent. “ Authorized Representative ” means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2 hereof or on any update of any such list provided by the Borrower to the Administrative Agent, or any further or different officers of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent. “ Available Excess Cash Flow ” means the sum, without duplication, of (i) that amount of Residual Excess Cash Flow for each fiscal year not otherwise used by the “Available Excess Cash Flow” baskets in the Permitted Acquisitions, Permitted Expansions and Permitted New Facilities, Investments and restricted payments covenants, and (ii) the Available Excess Cash Flow Carry Forward. - 4 - “ Available Excess Cash Flow Carry Forward ” means, for any fiscal year, that amount of Available Excess Cash Flow not used during the previous fiscal year. “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230. “ Borrower ” is defined in the introductory paragraph of this Agreement. “ Borrower Security Agreement ” means the security agreement dated as of the Closing Date between the Borrower and the Administrative Agent, as such agreement may be amended, modified, supplemented or restated from time to time. “ Borrower Unsecured Notes ” means all unsecured promissory notes issued by the Borrower to Persons that hold (whether directly or indirectly) Equity in the Borrower with the provisions of such notes to be acceptable to the Administrative Agent and the Lenders and which shall include, inter alia, (x) full subordination and postponement of the indebtedness owing thereunder pursuant to a subordination agreement satisfactory to the Administrative Agent, acting reasonably, (y) a pledge of such notes in favour of the Administrative Agent, and (z) and no rights to exercise any remedies in respect of such indebtedness until such time as all Obligations have been paid in full. “ Borrower’s LLC Agreement ” means that certain amended and restated limited liability company agreement of the Borrower dated as of the Closing Date, as may be further amended, restated, supplemented or otherwise modified from time to time. “ Borrowing ” means the total of the Term Loans advanced on the Closing Date. Borrowing of the Term Loans is made and maintained rateably from each of the Lenders under the Term Credit according to their Term Loan Percentages. The Borrowing is “ advanced ” on the Closing Date and is “ continued ” on the date a new Interest Period for the Term Loans commences for the Borrowing, as determined pursuant to Section 2.6 hereof. “ Business Day ” means any day other than a Saturday or a Sunday on which the main branches of the Administrative Agent in Minnesota and New York are open for normal banking business. “ Canadian Defined Benefit Pension Plan ” means (i) a “registered pension plan” (as defined in subsection 248(1) of the Tax Act), and (ii) any other pension plan that is subject to applicable federal or provincial pension standards legislation in Canada, which (in the case of (i) or (ii)) contains a “defined benefit provision” as defined in subsection 147.1(1) of the ITA; provided, however, that a “Canadian Defined Benefit Pension Plan” does not include statutory plans in which any Person is required to contribute pursuant to applicable laws, such as the Canada Pension Plan or the Québec Pension Plan (if applicable) as maintained by the Government of Canada or the Province of Québec. “ Canadian Dollar Equivalent ” means with respect to a currency other than Canadian Dollars, the amount obtained when the amount is translated into Canadian Dollars using - 5 - the Agent’s noon spot rate on the Business Day with respect to which such computation is required for the purpose of this Agreement. “ Canadian Dollars ” or “ Cdn $ ” means the lawful money of Canada. “ Canadian Insolvency Laws ” means any of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of Canada or any province or territory thereof relating to bankruptcy, insolvency, assignments for the benefit of creditors, formal or informal moratoria, compositions, compromises or extensions generally with creditors, or proceedings seeking reorganization, recapitalization, arrangement, dissolution, liquidation, winding-up, or permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it, or other similar relief (including, without limitation, the Canadian corporate statutes when relied upon in connection with any of the foregoing). “ Capital Expenditures ” means, with respect to any Person for any period, the aggregate amount of all expenditures, whether paid in cash or accrued as a liability by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant, or equipment (including replacements, trucks, machinery and other equipment, capitalized repairs, and improvements, including building improvements) that should be capitalized on the balance sheet of such Person in accordance with GAAP; provided, however , that Capital Expenditures shall not include: (a) expenditures to the extent they are made with the proceeds of the issuance of Equity or subordinated shareholder loans by the Borrower after the Closing Date; (b) expenditures with proceeds of insurance settlements, condemnation awards and other settlements in respect to an Event of Loss to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property, or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of the Borrower and its Subsidiaries within 15 months of receipt of such proceeds (or, if not made within such period of 15 months, are committed to be made during such period); (c) interest capitalized during such period; (d) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party (excluding the Borrower or any Subsidiary thereof) and for which neither the Borrower nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person (whether before, during or after such period); (e) the book value of any asset owned by such Person prior to or during such period to the extent that such book value is included as a capital expenditure during - 6 - such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have been included in Capital Expenditures when such asset was originally acquired; (f) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business; (g) investments in respect of a Permitted Acquisition, Permitted Expansion or Permitted New Facilities; (h) the purchase of property, plant or equipment made within 15 months of the sale of any asset to the extent purchased with the proceeds of such sale (or, if not made within such period of 15 months, to the extent committed to be made during such period); or (i) assets that are utilized under operating leases if deemed by GAAP to be a capital expenditure. “ Capital Lease ” means any lease of Property which, in accordance with GAAP, is required to be capitalized on the balance sheet of the lessee. For purposes of this Agreement, (i) “Capital Lease” shall exclude the Specified Capital Lease, and (ii) all operating leases shall be treated for accounting purposes in the same manner as they were prior to the implementation of IFRS 16 or ASU 2016-02 Leases. “ Capitalized Lease Obligation ” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP. For the avoidance of doubt, “Capitalized Lease Obligation” shall exclude the amount of the liability shown on the balance sheet in respect of the Specified Capital Lease. “ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq., and any future amendments. “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith - 7 - and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “ Change of Control ” means (a) the failure of one or more ONCAP Entities and their Affiliates and the 230 Entities to own and control, directly or indirectly, at least 50.1% of the Equity carrying the voting and economic interests of the Borrower, or (b) the failure of one or more ONCAP Entities and their Affiliates to Control the Borrower. “ Closing Date ” means June 9, 2026. “ Code ” means the Internal Revenue Code of 1986, as amended, any successor statute thereto, and the regulations promulgated and rulings issued thereunder. “ Collateral ” means, with respect to any Person, all or any portion of its undertaking, property and assets, both real and personal, including for greater certainty any share in the capital of a corporation or ownership interest in any other Person. For certainty, “Collateral” shall not include Excluded Collateral. “ Collateral Documents ” means the Security Agreements and all other mortgages, deeds of trust, security agreements, hypothecs, any notice of charge, acknowledgement from an account bank, or other instrument entered into for the purpose of perfecting security over a UK deposit account, pledge agreements, assignments, financing statements, RPMRR registration forms, deposit account control agreements and other documents as shall from time to time secure or relate to the Obligations or any part thereof. “ Colombian Civil Code ” means the Colombian Civil Code ( Código Civil de Colombia ), adopted by Law 57 of 1887, as amended from time to time. “ Colombian Credit Party ” means any Credit Party incorporated or existing in the Republic of Colombia. “ Colombian Foreign Exchange Regulations ” means the foreign exchange regulations of the Republic of Colombia, including Resolución Externa 1 of 2018 of the Banco de la República de Colombia, as amended from time to time. “ Colombian Guarantor ” means a Guarantor incorporated or existing in the Republic of Colombia. “ Colombian Insolvency Law ” means Law 1116 of 2006 ( Ley 1116 de 2006, por la cual se establece el Régimen de Insolvencia Empresarial en la República de Colombia ). “ Colombian Movable Security Law ” means Law 1676 of 2013 ( Ley 1676 de 2013, por la cual se promueve el acceso al crédito y se dictan normas sobre garantías mobiliarias ), as amended from time to time, and its implementing regulations. - 8 - “ Colombian Movable Security Registry ” or “RGM” means the Registro de Garantías Mobiliarias administered by the Confederación Colombiana de Cámaras de Comercio ( Confecámaras ) pursuant to the Colombian Movable Security Law. “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “ Consolidated Net Income ” means, with reference to any Test Period, the aggregate of the net income (loss) of such Person and its Subsidiaries for such period, on a consolidated basis; provided, however , that, without duplication, (a) extraordinary, unusual or nonrecurring gains or losses or income or expenses or charges (including but not limited to charges or losses (i) on sales or dispositions of assets outside of the ordinary course of business and write downs or impairments of assets, (ii) incurred in connection with discontinuing operations and the disposal of related assets, and (iii) attributable to the early extinguishment of indebtedness or derivative instruments) shall be excluded; (b) the cumulative effect of a change in accounting principles during such period shall be excluded; (c) the effects of purchase accounting adjustments shall be excluded; (d) any non-cash expenses resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights shall be excluded; (e) the non-cash portion of “straight-line” rent expense shall be excluded; (f) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included; (g) IEEPA Refunds shall be excluded; and (h) foreign exchange losses or gains resulting from the translation or exchange of foreign assets and liabilities denominated in a foreign currency into US Dollars shall be excluded. “ Contingent Obligations ” means contingent indemnification obligations or liability under other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Term Loans. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlled Group ” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, would be deemed to be a “single employer” within the - 9 - meaning of Section 414(b), (c), (m) or (o) of the Code. Notwithstanding the foregoing, in no event shall the term “Controlled Group” include any Subsidiary of an ONCAP Entity or Griffon Entity other than the Borrower and its Subsidiaries. “ Credit Cards ” means credit cards issued to Credit Parties with an aggregate credit limit of $1,000,000 comprised of, as at the Closing Date, (i) unsecured credit cards issued by Banco Bilbao Vizcaya Argentaria, S.A. and BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México and the Ramp unsecured credit cards issued by Ramp Business Corporation, and (ii) credit cards issued by The Toronto-Dominion Bank. “ Credit Event ” means the advancing of any Loan. “ Credit Exposure ” means any period of time during which any Term Loan Commitment is outstanding or any Obligation remains unpaid; provided, however , that no Credit Exposure shall be deemed to exist solely due to the existence of Contingent Obligations, absent the assertion of a claim with respect thereto. “ Credit Parties ” means the Borrower and all Included Subsidiaries. “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, all Canadian Insolvency Laws, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, arrangement, rearrangement, receivership, insolvency, winding up, reorganization, or similar debtor relief laws of the United States, Canada, Mexico, Spain, Colombia, the United Kingdom or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. “ Default ” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default. “ Default Rate ” is defined in Section 2.6 hereof. “ Defaulting Lender ” shall mean, subject to Section 2.10(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its obligations to fund or otherwise make available its Term Loan hereunder, including by way of cashless settlement pursuant to Section 2.3; (b) has notified the Borrower, or the Administrative Agent that it does not intend to comply with its obligations to fund or otherwise make available its Term Loan hereunder, including by way of cashless settlement pursuant to Section 2.3, or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit; (c) has failed, within three (3) business days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its obligation to fund or otherwise make available its Term Loan hereunder, including by way of cashless settlement pursuant to Section 2.3; or - 10 - (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, receiver and manager, conservator, trustee, administrator, monitor, custodian, liquidator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting 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; and provided further that a Lender described in this clause (d) shall not continue to be a Defaulting Lender upon its providing reasonable assurances satisfactory to the Administrative Agent and the Borrowers that it will comply with its funding obligations hereunder, including, without limitation, any confirmation that such persons may require from a bankruptcy court or trustee. “ Disposition ” means the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under Sections 8.11(a), (b), (c), (d), (e), (f), (h), (i), (k),(l), (m), (o) or (q) hereof. “ EBITDA ” means, with reference to any Test Period, an amount equal to Consolidated Net Income for such period plus (a) without duplication, the following (to the extent the amounts were deducted (other than item (ix) in calculating Consolidated Net Income for such period): (i) Interest Expense, including payments paid or payable in connection with all subordinated debt and related party note payments and accruals; (ii) tax expense (including, without limitation, any federal, state, provincial, territorial, local and foreign income, gross margin and franchise taxes and similar taxes); (iii) depreciation and amortization expense; (iv) non-cash expenses and charges, reducing such Consolidated Net Income (including purchase accounting adjustments); (v) fees, costs, accruals, payments and expenses incurred in connection with the transaction and the related financings and transactions and any other Investment, Permitted Expansion, Permitted New Facility, Acquisition, dividends, Disposition, consolidations, restructuring, recapitalization, equity issuance or incurrence of indebtedness or repayment of indebtedness permitted under the Term Credit (whether or not consummated), and any amendments, waivers or other modifications thereto or repayments thereof, subject to a maximum of $10,000,000; - 11 - (vi) realized or unrealized losses resulting from interest rate or currency derivatives used for hedging activities (including mark-to-market accounting related items); (vii) all restructuring costs, business optimization costs (including the costs of consultants and other third party advisors), integration costs, retention, recruiting, relocation and signing bonuses and expenses, stock option and other equity-based compensation expenses, severance costs, consulting costs, transaction fees and expenses and management fees and expenses, including, without limitation, any one-time expenses relating to enhanced accounting function, operating improvements or changes, new projects, the initiation of a new business line or expansion of an existing business line, and other transaction costs, including those associated with becoming a standalone entity or a public company; provided that the foregoing shall not exceed ten (10%) percent of Adjusted EBITDA; (viii) board of directors fees and related travel expenses up to $500,000 and other expenses required to be reimbursed pursuant to the transaction services agreement up to $200,000; (ix) pro forma “run rate” cost savings, operating expense reductions and synergies related to Acquisitions, Dispositions and other specified transactions, in each case, net of the amount of actual benefits received, that are reasonably identifiable (and reasonably anticipated to be realized within twelve (12) months after the date that the applicable action has been taken or the date that the applicable action is expected to be taken), factually supported and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower and subject to certification by a responsible officer of the Borrower) within twelve (12) months after the end of the applicable measurement period; provided that the aggregate amount added back pursuant to this clause (ix) for any period shall not exceed five (5%) percent of Adjusted EBITDA for such period (calculated after giving effect to any such add-backs); (x) extraordinary, unusual or non-recurring charges, expenses or losses up to a maximum of ten ( 10%) percent of Adjusted EBITDA; (xi) proceeds of business interruption insurance received in cash during such period (or so long as such amount is reasonably expected to be received in a subsequent calculation period and within one year from the date of the underlying loss); provided, that (A) if such amount is not so reimbursed or received within such one year period, such expenses or losses shall be subtracted in the subsequent calculation period, and (B) if reimbursed or received in a subsequent period, such amount shall not be added back in calculating EBITDA in such subsequent period; - 12 - (xii) pro forma adjustments used in connection with the calculation of “ Pro Forma Adjustments” as set forth in the RSM Quality of Earnings Report dated as of October 1, 2025, the PwC Quality of Earnings Report dated as of September 24, 2025, and the RSM synergies report dated as of October 1, 2025 in each case net of the amount of actual benefits realized during such period from such adjustments; (xiii) letter of credit fees to the extent deducted from Consolidated Net Income; (xiv) charges, losses or expenses to the extent indemnified or insured or reimbursed by a third party to the extent such indemnification, insurance or reimbursement is actually received in cash for such period (or reasonably expected to be so paid or reimbursed within three hundred sixty-five (365) days after the end of such period to the extent not accrued); provided that (A) if such amount is not reimbursed or within such one-year period, such expenses or losses shall be subtracted in the subsequent calculation period, and (B) if reimbursed or received in a subsequent period, such amounts shall not be added back in calculating EBITDA in such subsequent periods; (xv) adjustments consistent with Article 11 of Regulation S-X promulgated under the U.S. Securities Exchange Act of 1934; (xvi) charges, losses, costs and expenses in connection with litigation or the settlement thereof; (xvii) earn-out and deferred purchase price obligations (in each case to the extent included in Consolidated Net Income) incurred in connection with any Permitted Acquisition or other Investment permitted under this Agreement and paid or accrued during such period and on similar Acquisitions and Investments completed prior to or contemporaneous with the Closing Date; and (xviii) any non cash expenses resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights; minus (b) without duplication, the following to the extent included in calculating Consolidated Net Income for such period: (i) income, franchise and similar tax credits: (ii) non-cash charges previously added back to Consolidated Net Income in determining EBITDA to the extent such non-cash charges have become cash expenditures during such period; - 13 - (iii) unrealized gains resulting from interest rate or currency derivatives used for hedging activities (including mark-to-market accounting-related items); and (iv) any other non-cash items increasing such Consolidated Net Income (other than such non-cash items to the extent that it will result in the receipt of cash payments in any future period). The aggregate amount of addbacks under (a)(vii), (ix) and (x) shall not exceed fifteen (15%) percent of Adjusted EBITDA. Notwithstanding the foregoing, for purposes of determining EBITDA under this Credit Agreement, the initial amounts of EBITDA shall be as follows: for the fiscal quarter ended on June 30, 2025, $ 18,823,436 ; for the fiscal quarter ended on September 30, 2025, $ 22,643,046, for the fiscal quarter ended on December 31, 2025, $17,662,861, and for the fiscal quarter ended on March 31, 2026, $19,262,068 . “ ECF Prepayment Percentage ” means, with respect to any fiscal year of the Borrower, (a) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of such fiscal year exceeds 3.75 to 1.00, 50%, (b) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of such fiscal year is less than or equal to 3.75 to 1.00 but is greater than 2.75 to 1.00, 25%, and (c) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of such fiscal year is less than or equal to 2.75 to 1.00, 0%. “ 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) approved by (i) the Administrative Agent and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that, notwithstanding the foregoing, “ Eligible Assignee ” shall not include the Borrower or any Guarantor or any of the Borrower’s or such Guarantor’s Affiliates or Subsidiaries. “ Eligible Line of Business ” means any business engaged in as of the Closing Date by the Borrower or any of its Subsidiaries, and any business reasonably related thereto. “ Environmental Claim ” means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to occupational health or safety, natural resources or the environment. “ Environmental Law ” means any current or future Legal Requirement pertaining to (a) the protection of occupational health or safety and the indoor or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, - 14 - Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder. “ Equity ” means, as of any date of determination, the cumulative amount of proceeds resulting from the issuance of equity by, or the cash contribution to, the Borrower after the Closing Date; provided , however , that for purposes of this Agreement and any other Loan Document, Equity shall not include any Specified Equity Contribution. " ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto, and the regulations promulgated thereunder. “ Euro ” or “ € ” means the single currency of Participating Member States. “ Event of Default ” means any event or condition identified as such in Section 9.1 hereof. “ Event of Loss ” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property (or any deed in lieu thereof). “ Excess Cash Flow ” means, in respect of any fiscal year of the Borrower, an amount equal to, without duplication, (a) EBITDA for such period, (i) minus the sum of all scheduled payments of principal on funded senior debt for the applicable period ending on the date of determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date of determination); (ii) minus cash Interest Expense for such period; (iii) minus amounts paid in cash in respect of tax expense (including, without limitation, any federal, state, provincial, territorial, local and foreign income, gross margin and franchise taxes and similar taxes) with respect to such period; (iv) minus increases in Working Capital; (v) plus decreases in Working Capital; (vi) minus optional prepayments of non-revolving funded senior debt and of revolving funded senior debt accompanied by a corresponding commitment reduction (in each case, other than the Credits (as defined - 15 - under the First Lien Credit Agreement)) except in each case to the extent financed with the proceeds of other debt; (vii) minus without duplication, all other cash charges paid during such period that were added-back in the determination of EBITDA for such period, (including realized currency exchange and hedging losses); (viii) minus to the extent consisting of payments of cash during such period and except to the extent financed with the proceeds of debt, additional Equity or any funds included in Available Excess Cash Flow pursuant to clause (ii) of the definition thereof, (A) Capital Expenditures, (B) Permitted Acquisitions, Permitted Expansions, Permitted New Facilities and other permitted Investments in third parties (other than cash equivalents), and (C) permitted Restricted Payments; (ix) minus Capital Expenditures, Permitted Acquisitions, Permitted Expansions, Permitted New Facilities and/or permitted Investments that the Borrower or any Subsidiary shall, during such applicable period, become obligated to make in cash but that are not made during such applicable period; provided, that (A) the Borrower shall deliver a certificate to the Administrative Agent not later than one-hundred and eighty (180) days after the end of such applicable period, signed by an officer of the Borrower and certifying that such Capital Expenditures, Permitted Acquisitions, Permitted Expansions, Permitted New Facilities and/or permitted Investments that were made during the one-hundred and eighty (180) days following the applicable period, and (B) any amount so deducted shall not be deducted again in a subsequent applicable period; (x) minus the amount of management or other fees and related expenses paid in cash to any ONCAP Entity, Venanpri, Griffon or any Affiliate thereof during such period; (xi) minus losses excluded from the calculation of Consolidated Net Income by operation of clause (i) of the definition thereof that are paid or realized in cash during such Excess Cash Flow period; (xii) plus extraordinary, unusual or non-recurring cash gains excluded from the calculation of EBITDA (including realized currency exchange and hedging gains); (xiii) plus cash received from divestitures to the extent that such cash was not included in the calculation of EBITDA; (xiv) minus any earn-out and deferred purchase price obligations paid during such period that were added back in the determination of EBITDA for such period (including, without limitation, in connection with the Merv Acquisition); - 16 - (xv) minus the amount of any payments of cash interest or payments of principal and accrued non-cash interest on subordinated indebtedness of the Borrower and any distributions to Holdings for payment of cash interest or payments of principal and accrued non-cash interest on Holdings subordinated shareholder debt and convertible debentures; and (xvi) minus any distributions to Holdings to pay (or to fund further distributions to indirect equity holders to pay) tax liabilities attributable to the income of the Borrower and its Subsidiaries. Notwithstanding the foregoing, for purposes of calculating Excess Cash Flow, the pro forma adjustments pursuant to clauses (ix) and (x) of the definition of “EBITDA” shall not be taken into account in the calculation of Excess Cash Flow. “ Excluded Assets ” means each of the following: (a) the JV Real Property, (b) all of the Equity and assets of the Excluded Subsidiaries, (c) the Securitization Notes, (d) the bank accounts listed on Schedule I attached hereto that are used solely and exclusively to service the Permitted MUFG AR Program and in which the funds contained therein are derived exclusively from loans advanced by MUFG or receipts of payment on accounts receivable purchased by Special Purpose Entities in connection with the Permitted MUFG AR Program, (e) assets of the Mexican Subsidiaries where providing second ranking Encumbrances in favour of the Administrative Agent is prohibited by applicable law or creates a risk of criminal liability for any Mexican Subsidiary and its directors and officers, and (f) any IEEPA Refund assigned or payable to Griffon, Venanpri or their respective Affiliates (other than Holdings and its Subsidiaries) pursuant to the IEEPA Refund Letter Agreement. ” Excluded Collateral ” is defined in Section 5.5 hereof. “ Excluded Subsidiaries “ means (i) Bellota Venezuela, a Venezuela corporation and Ames True Temper Global Sourcing Office and ClosetMaid (Jiangmen) Storage Limited, Chinese corporations, and (ii) the Special Purpose Entities. “ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. “ Executive Order ” has the meaning set forth in Section 6.26. - 17 - “ Excluded Taxes ” means, with respect to a Recipient, (a) Taxes imposed on or measured by such Recipient’s net income (however denominated) or franchise Taxes, in each case (i) imposed on it by any jurisdiction (or any political subdivision therein) under the Applicable Laws of which such Recipient is organized or resident for tax purposes or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or (ii) Taxes that are Other Connection Taxes, (b) any branch profits Tax or any similar Tax that is imposed by any jurisdiction described in clause (a) above, (c) any Taxes arising from a Recipient’s failure to properly comply with Section 13.1(f), (d) any Taxes arising from a Recipient’s failure to properly comply with such Recipient’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of FATCA-based reporting in that jurisdiction, and for certainty including in all circumstances any U.S. federal withholding Taxes for or in respect of FATCA, (e) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan, or (ii) such Recipient changes its lending office, except in each case to the extent that, pursuant to Section 13.1, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office, and (f) any Canadian withholding Taxes arising as a result of: (i) the Recipient not dealing at arm’s length ( within the meaning of the Tax Act) with a Credit Party; (ii) the Recipient being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of a Credit Party or not dealing at arm’s length (for the purposes of the Tax Act) with a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of a Credit Party; or (iii) a Credit Party being a “specified entity” (as defined in subsection 18.4(1) of the Tax Act) in respect of a Recipient, except in each case of (i) to (iii) above, where the non-arm’s length relationship arises, the recipient is a specified non-resident shareholder of a Credit Party or does not deal at arm’s length with a specified shareholder of a Credit Party, or a Credit Party is a specified entity in respect of a Recipient, as applicable, solely as a result of having entered into or performed its obligations hereunder or under any other Loan Document. “ Existing Debt ” means the indebtedness owing by the Acquired Companies that does not constitute indebtedness permitted hereunder. “ 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 regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. “ FCPA ” means the U.S. Foreign Corrupt Practices Act of 1977. “ Federal Flood Insurance ” means, federally backed Flood Insurance available under the National Flood Insurance Program in the United States to owners of real property - 18 - improvements located in Special Flood Hazard Areas in the United States in a community participating in the National Flood Insurance Program in the United States. “ Federal Funds Effective Rate ” means, for any day, the rate on overnight federal funds transactions calculated by the Federal Reserve Bank of New York as the federal funds effective rate, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for that day on overnight federal funds transactions received by the Administrative Agent from three depository institutions of recognized standing selected by the Administrative Agent. “ FEMA ” means, the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program. “ FIRREA ” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989 . “ First Lien Administrative Agent ” means Toronto Dominion (Texas) LLC, in its capacity as administrative agent for the lenders under the First Lien Credit Agreement, and its successors and permitted assigns. “ First Lien Credit Agreement ” means the credit agreement dated as of the Closing Date among, inter alios , the Borrower, the guarantors party thereto, the lenders party thereto and the First Lien Administrative Agent, providing for the First Lien Facilities, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. “ First Lien Facilities ” means the senior secured credit facilities made available to the Borrower pursuant to the First Lien Credit Agreement, in such amount as is permitted under the Second Lien Tranche A Intercreditor Agreement and any refinancing, replacement or extension thereof permitted under the terms of the Second Lien Tranche A Intercreditor Agreement. “ Fixed Charge Coverage Ratio ” has the meaning set forth in Section 8.23(c). “ Flood Insurance ” means, for any real estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. Flood Insurance shall be in an amount equal to the maximum secured amount under the Mortgage for the relevant Mortgaged Property, the full unpaid balance of the Borrowings and any prior encumbrances on the real property up to the maximum policy limits set under the National Flood Insurance Program, in each case, with deductibles not to exceed $50,000. “ Foreign Lender ” means any Lender that is not a U.S. Person. “ Foreign Subsidiary ” means (i) Bellota Venezuela C.A., Ames True Temper Global Sourcing Office and ClosetMaid (Jiangmen) Storage Limited, and (ii) each Subsidiary - 19 - which is organized under the laws of a jurisdiction other than (x) the United States of America or any state thereof or the District of Columbia or (y) Canada or any province or territory thereof, in which the granting of a guarantee in favour of the Administrative Agent will have a material adverse tax consequence to the Borrower (or any of its Subsidiaries as reasonably determined by the Borrower in good faith consultation with the Administrative Agent). As of the Closing Date, the Foreign Subsidiaries are listed on Schedule A. “ Fund ” means any Person (other than a natural Person) 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 its business. “ GAAP ” means generally accepted accounting principles in the United States applied on a consistent basis; provided that the Loan Documents shall permit the Borrower and its Subsidiaries to convert their financial reporting from generally accepted accounting principles in the United States to IFRS and, following such conversion, “GAAP” shall mean IFRS applied on a consistent basis. “ Governmental Authority ” means the government of the United States of America, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “ Griffon ” means Griffon Corporation, a Delaware corporation. “ Griffon Entities ” means Griffon and each member of the Griffon Group that holds shares of the common stock or other Equity of the Borrower. “ Griffon Group ” means, collectively, Griffon and each of its direct and indirect Subsidiaries. “ Group ” means: (a) in the case of any entity who is an individual, (i) such entity, and (ii) all trusts solely for the benefit of such entity that are controlled solely by such entity; (b) in the case of any entity that is a partnership, (i) such entity, (ii) its limited, special and general partners, and (iii) all Affiliates of such entity; and (c) in the case of any entity that is a corporation or a limited liability company, (i) such entity, (ii) its stockholders or members, as the case may be, and (iii) all Affiliates of such entity. “ Guarantee ” and “ Guarantees ” are each defined in Section 5.1 hereof. “ Guarantor ” and “ Guarantors ” are each defined in Section 5.1 hereof. - 20 - “ Guarantor Security Agreement ” means the security agreement dated as of the Closing Date between the Guarantors and the Administrative Agent, as such agreement may be amended, modified, supplemented or restated from time to time. “ Hazardous Material ” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law. “ Hazardous Material Activity ” means any activity, event or occurrence involving a Hazardous Material, including, without limitation, the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material. “ Hedging Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than options or other rights to acquire capital stock or other equity interests of the Borrower). “ Historical Financials ” is defined in the definition of Adjusted EBITDA. “ Holdings ” means Merv MidCo LLC, the direct holder of all of the Equity of the Borrower. “ Holdings LLC Agreement ” means that certain Amended and Restated Limited Liability Company Agreement, dated as of the Closing Date, by and among Merv HoldCo LLC, VNPI Global Investments & Services, S.L., New Ames Equity Sub LLC, ONCAP Merv LP and the other Members (as defined therein) from time to time party thereto. “ Hostile Acquisition ” means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, or as to which such approval has been withdrawn. “ IEEPA Refund Letter Agreement ” means the letter agreement, dated as of June 1, 2026, among Griffon Ames Holdco LLC, Merv HoldCo LLC, VNPI Global Investments & Services, S.L. “ IEEPA Refunds ” has the meaning ascribed to such term in the IEEPA Refund Letter Agreement. “ IFRS ” means international financial reporting standards. “ Immaterial Subsidiary ” means a Foreign Subsidiary and in respect of which: - 21 - (a) the EBITDA of such Subsidiary as at the end of any Fiscal Quarter, calculated for the preceding Four Quarter Period (with EBITDA to be calculated for each such Subsidiary by substituting the reference to the Borrower in such definition and each constituent definition thereof for such Subsidiary and on an unconsolidated basis) constitutes less than 1.5% of the consolidated EBITDA of the Borrower for such Fiscal Quarter; (b) the book value of the Property of such Subsidiary is less than 1.5% of the consolidated book value of the Property of the Borrower; (c) the aggregate EBITDA of all Immaterial Subsidiaries is less than 3% of the EBITDA of the Borrower and the aggregate book value of Property of all Immaterial Subsidiaries is less than 3% of the book value of Property of the Borrower, and (d) the Borrower has designated such Subsidiary as an Immaterial Subsidiary; and “ Immaterial Subsidiaries ” means all such Subsidiaries. “ Included Subsidiary ” means any direct or indirect Subsidiary of the Borrower that has provided or is required to provide a Guarantee but for certainty does not include Excluded Subsidiaries or Foreign Subsidiaries. As of the Closing Date and following completion of the Merv Acquisition, each Included Subsidiary is listed in Schedule A. “ Indebtedness for Borrowed Money ” means for any Person (without duplication) (whether pari passu or subordinated to any of the Obligations) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities and including the Term Loans), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable and accrued expenses arising in the ordinary course of business), (c) all Indebtedness for Borrowed Money of Persons other than the Borrower or any Subsidiary secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, and (e) all obligations of such Person on or with respect to letters of credit. “ Indemnified Taxes ” means Taxes, other than Excluded Taxes. “ Indemnitee ” is defined in Section 13.16(a) hereof. “ Information ” is defined in Section 13.26 hereof. “Insolvency Legislation” means legislation in any applicable jurisdiction relating to reorganization, liquidation, insolvency, administration, arrangement, compromise or re adjustment of debt, dissolution or winding up, or any similar legislation, and specifically includes for greater certainty the Canadian Insolvency Laws, the Bankruptcy Code (United States), the Spanish Insolvency Law (Spain) and the Colombian Insolvency Law (Colombia). - 22 - “ Interest Expense ” means, with respect to any Person for any period, the sum of (without duplication) (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to swap agreements) payable in connection with the incurrence of debt to the extent included in interest expense, (iii) undrawn commitment fees in respect of debt, and (iv) the portion of any payments or accruals with respect to capital lease obligations allocable to interest expense; and (b) capitalized interest of such Person. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by the Borrower and its Subsidiaries with respect to swap agreements, and interest on a capital lease obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such capital lease obligation in accordance with GAAP. For clarity, Interest Expense will not include costs associated with any factoring of the Borrower’s or any Subsidiary’s accounts receivable. “ Interest Period ” means the period commencing on the date the Borrowing of the Term Loans is advanced or continued and ending 3 months thereafter; provided, however, that: (a) whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day; provided that if such extension would cause the last day of the Interest Period to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day; and (b) no Interest Period shall extend beyond the Maturity Date. “ Investments ” means financial assistance, acquisitions, mergers, amalgamations and consolidations, investments, loans and advances. “ Judgment Currency ” is defined in Section 13.27(a) hereof. “ Judgment Currency Conversion Date ” is defined in Section 13.27(a) hereof. “ JV Real Property ” means each of the following: (a) the properties owned by The Ames Companies, LLC (but for (ii) which is owned by Garant GP) located at the following addresses: (i) 650 Southwest 27th Ave, Ocala, FL 34471; and (ii) 375, chem Saint-Francois Ouest, Saint-Francois-de-la-Riviere-du-Sud, Québec, G0R 3A0; (iii) the assets and the real property and/or the improvements thereon located at 1500 S. Cameron St, Harrisburg, PA 17104; (iv) the Champion assets and the real property and/or the improvements thereon located at 125 Roaring Run Road, Champion, PA 15622; (v) the assets and the real property and/or the improvements thereon located at 2 Maple Street, Wallingford, VT 05742; and (vi) the Pine Valley assets and the real property and/or the improvements thereon located at 114 Smith Road, Pine Valley, NY 13850. “ JV Real Property Bank Account ” means the bank account (no. 169704.1) maintained by the Borrower at UMB Bank, N.A. - 23 - “ Legal Requirement ” means any treaty, convention, statute, law, regulation, ordinance, governmental license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state, provincial, territorial or local. “ Lenders ” means and includes each of the financial institutions from time to time party to this Agreement, including each assignee Lender pursuant to Section 13.13 hereof. “ Lending Office ” is defined in Section 10.3 hereof. “ Lien ” means any mortgage, lien, security interest, hypothec, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement. “ Limited Recourse Guarantee ” and “ Limited Recourse Guarantees ” are each defined in Section 5.1(b) hereof. “ Loan ” means the Term Loans. “ Loan Documents ” means this Agreement, the Collateral Documents, the Guarantees, the Second Lien Tranche A Intercreditor Agreement, the Pari Passu Second Lien Intercreditor Agreement, the Agency Fee Letter and each other instrument or document to be delivered hereunder or thereunder or otherwise in connection therewith from time to time. “ Maintenance Capital Expenditures ” means Capital Expenditures of the Borrower made solely with respect to maintenance of its property or the property of any of its Subsidiaries except to the extent financed with the proceeds of debt, additional Equity or cash on hand. Notwithstanding the foregoing, the initial Maintenance Capital Expenditures shall be as follows: for the fiscal quarter ended on June 30, 2025, $ 300,099 ; for the fiscal quarter ended on September 30, 2025, $ 2,449,419 ; for the fiscal quarter ended on December 31, 2025, $ 545,058 ; and for the fiscal quarter ended on March 31, 2026 $ 383,199. “ Material Adverse Effect ” means (a) a material adverse change in, or material adverse effect upon, the operations, business, Property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower or any Subsidiary to perform its obligations under any Loan Document or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or any Subsidiary of any Loan Document or the rights and remedies of the Administrative Agent and the Lenders thereunder. “ Maturity Date ” means December 9, 2029, or such earlier date on which the Term Loans become due and payable pursuant to the terms hereof. “ Merv Acquisition ” means the Acquisition by the Borrower of all of the issued and outstanding Equity of the Acquired Companies. - 24 - “ Mexican Subsidiaries ” means each of Bellota México, S.A. de C.V., Manufacturera Corona Clipper, S.A. de C.V. and Venanpri Tools Monterrey S. de R.L. de C.V. “ Moody’s ” means Moody’s Investors Service, Inc. “ Mortgage ” means the mortgages, deeds of trust, deeds of hypothec, or deeds to secure debt delivered pursuant to Section 5.6, as amended, supplemented or otherwise modified from time to time, with respect to Mortgaged Properties, each in a form as agreed between the Administrative Agent and the Borrower. " Mortgaged Property " means each parcel of real property and the improvements thereto owned by any Credit Party on the Closing Date or acquired thereafter with respect to which a Mortgage is to be granted in favour of the Administrative Agent and includes each other parcel of real property and the improvements thereto owned by any Credit Party with respect to which a Mortgage is granted pursuant to a Mortgage. “ MUFG ” means MUFG Bank, Ltd. “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA and to which a member of the Controlled Group is making, or is obligated to make (or made or was obligated to make in the preceding five-year period) contributions, other than any such plan contributed to by a Person who is considered a member of the Controlled Group solely pursuant to subsection (m) or (o) of Section 414 of the Code. “ Net Cash Proceeds ” means, as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds received by or for such Person’s account, net of (i) reasonable direct costs relating to such Disposition, (ii) sale, use or other transactional taxes (including any income taxes arising therefrom) paid or payable by such Person as a direct result of such Disposition, (iii) any debt secured by the assets subject to such Disposition which is repaid in connection with such Disposition, and (iv) reserves for contingent obligations such as purchase price adjustments and indemnification obligations required by the terms of the related purchase agreement; (b) with respect to any Event of Loss of a Person, cash and cash equivalent proceeds received by or for such Person’s account (whether as a result of payments made under any applicable insurance policy therefor or in connection with condemnation proceedings or otherwise), net of reasonable direct costs incurred in connection with the collection of such proceeds, awards or other payments; and (c) with respect to any offering of equity securities of a Person or issuance of Borrower Unsecured Notes, cash and cash equivalent proceeds received by or for such Person’s account, net of reasonable legal, underwriting, and other fees and expenses incurred as a direct result thereof. “ Non-Speculative Hedging Agreements ” means (a) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate, from fixed to floating rate, or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary within the parameters set by the sole managing member of the Borrower, and (b) any Hedging Agreements entered into to hedge or mitigate commodity price or foreign exchange risks incurred in the ordinary course of the Borrower’s or any - 25 - Subsidiary’s business as then currently conducted, and, in each case, not for speculative purposes. “ Notice of Borrowing ” is defined in Section 2.3 hereof. “ Obligation Currency ” is defined in Section 13.27 hereof. “ Obligations ” means all obligations of the Borrower to pay principal and interest on the Term Loans (including post petition interest and fees (including any interest accruing after the filing of any petition in bankruptcy, application of relief or the commencement of any proceeding under Debtor Relief Law relating to any Credit Party whether or not a claim for post-filing or post-petition interest is allowed in the applicable proceeding)), all fees and charges payable hereunder, and all other payment obligations of the Borrower or any of its Subsidiaries arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired; provided , that for purposes of Article 12, the Obligations of a Guarantor shall not include any Excluded Swap Obligations. “ OFAC ” means The Office of Foreign Assets Control of the US Department of the Treasury. “ ONCAP ” means ONCAP Management Partners, L.P . “ ONCAP Entities ” means ONCAP, ONCAP III LP, ONCAP III (Canada) LP, Onex Parallel (ONCAP) III LP and ONCAP Investment Partners III LP (provided that such Person at all times remains Controlled by ONCAP). “ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). “ Other Taxes ” means all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.9). “ Pari Passu Second Lien Intercreditor Agreement ” means the pari passu intercreditor agreement dated as of the Closing Date among the Credit Parties, the Lenders party thereto, the Administrative Agent and the Second Lien Tranche B Administrative Agent, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified subsequent to the date hereof - 26 - “ Participant Register ” is defined in Section 13.12(b) hereof. “ PBGC ” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA. “ Perfection Requirements ” means (a) in the case of any Colombian Credit Party, the notation of any share pledge in the shareholders’ registry ( libro de registro de accionistas ) of the relevant Colombian entity, the registration of any pledge agreement in the Colombian Moveable Security Registry, and the registration of any mortgage ( hipoteca ) over Colombian real property with the relevant Office of Public Instruments ( Oficina de Registro de Instrumentos Públicos ), and (b) in respect of any other jurisdiction, the completion of any filing, registration, recording or similar step required under the laws of such jurisdiction for the creation, perfection or enforceability of a Lien over the relevant Collateral. “ Permitted Acquisition ” means any Acquisition with respect to which all of the following conditions shall have been satisfied: (a) the Acquired Business is in an Eligible Line of Business and upon consummation of the Acquisition any Subsidiary formed or acquired in connection therewith will be an Included Subsidiary; (b) the Acquisition shall not be a Hostile Acquisition and, if the Acquisition involves an amalgamation involving the Borrower, the Borrower must be the surviving entity; (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to any such Acquisition and furnished to the Administrative Agent at such time reasonable details as to such Acquisition (including sources and uses of funds therefor), and historical unaudited financial information of the Acquired Business for a two-year period; (d) in the case of Acquisitions with an aggregate purchase price of greater than $10,000,000, covenant compliance calculations and three-year pro forma financial forecasts on a standalone basis (the “ Stand-Alone Projections ”) and a consolidated basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning immediately following the consummation of an Acquisition (taking into account synergies). Any Acquisition with an aggregate purchase price greater than $50,000,000 will require the delivery of a quality of earnings report; (e) the Acquisition shall be funded exclusively with Available Excess Cash Flow and/or additional Equity; (f) if a new Subsidiary is formed or acquired as a result of or in connection with the Acquisition, the Borrower shall have complied with the requirements of Article 5 hereof in connection therewith; and - 27 - (g) after giving effect to the Acquisition and any Credit Event in connection therewith, no Default or Event of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma basis as of the end of and for the most recently completed four fiscal quarter period occurring prior to the closing of the Acquisition for which financial statements are available. Notwithstanding anything to the contrary in this definition, the Merv Acquisition shall constitute a “Permitted Acquisition”. “ Permitted AR Program Collateral ” is defined within the definition of “Permitted MUFG AR Program”. “ Permitted Expansion ” means any expansion of an existing facility developed by the Borrower with respect to which all of the following conditions shall have been satisfied: (a) the expansion is in an Eligible Line of Business; (b) any newly-formed or acquired Subsidiary will become an Included Subsidiary; (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to the development of any such expansion and furnished to the Administrative Agent at such time reasonable details as to such expansion (including sources and uses of funds therefor); (d) in the case of any expansion with an aggregate expected development cost of greater than $ 10,000,000 , covenant compliance calculations and the Stand-Alone Projections and three-year pro forma financial forecasts on a consolidated basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning in the 3rd year following the completion of such expansion; (e) after giving effect to the expansion of the existing facility and any Credit Event in connection therewith, no Default or Event of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma basis as of the end of and for the most recently completed four fiscal quarter period occurring prior to the completion of the expansion for which financial statements are available; and (f) the expansion shall be funded exclusively with Available Excess Cash Flow and/or additional Equity. “ Permitted Liens ” is defined in Section 8.9. “ Permitted MUFG AR Program ” means any transaction or series of transactions pursuant to which the Sellers may sell, assign, convey or otherwise transfer to the Special Purpose Entities (the “ AR Purchasers ”) , any accounts receivable of such Sellers (the “ Purchased AR ”) on an arm’s length basis for fair market value, without any recourse (other than recourse for (a) breach of representation or eligibility criteria at time of sale, (b) failure of a Credit Party to comply with applicable law which negatively - 28 - impairs the collectability of the Purchased AR, (c) reduction as a result of any defect in or adjustment to the related invoice, and (d) any other recourse satisfactory to the Administrative Agent (acting reasonably) by the AR Purchasers against such Sellers for non-collection of such Purchased AR and, in connection therewith, such Sellers may grant Liens to the AR Purchasers (or its trustee or agent) restricted to the Purchased AR and assets specifically related to the Purchased AR, including all collections in respect of the Purchased AR, all segregated accounts into which such collections are paid or deposited, all instruments, chattel paper and other documents evidencing the Purchased AR, and all contracts, guarantees, insurance or other obligations in respect of the Purchased AR and all proceeds thereof (collectively, the “ Permitted MUFG Liens ”). “ Permitted MUFG Liens ” has the meaning set forth in the definition of Permitted MUFG AR Program. “ Permitted New Facility ” means any new facility developed by the Borrower with respect to which all of the following conditions shall have been satisfied: (a) the new facility is in an Eligible Line of Business; (b) any newly-formed or acquired Subsidiary will become an Included Subsidiary; (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to the development of any such new facility and furnished to the Administrative Agent at such time reasonable details as to such new facility (including sources and uses of funds therefor); (d) in the case of any new facility with an aggregate expected development cost of greater than $10,000,000, covenant compliance calculations and Stand-Alone Projections and three-year pro forma financial forecasts on a consolidated basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning in the 3rd year following the commencement of such new facility; (e) the new facility shall be funded exclusively with Available Excess Cash Flow and/or additional Equity; and (f) after giving effect to the development of the new facility and any Credit Event in connection therewith, no Default or Event of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma basis as of the end of and for the most recently completed four fiscal quarter period occurring prior to the initiation of the new facility for which financial statements are available. “ Permitted Tax Distributions ” means for any taxable period (or portion thereof) for which the Borrower or any of its Subsidiaries are members of a consolidated, combined, unitary or similar income tax group (or, where the Borrower is an entity disregarded from its owner, the Borrower’s regarded owner) for U.S. federal or applicable state or local income tax purposes (a “ Tax Group ”), distributions by the Borrower and/or any applicable Subsidiary to pay the portion of any U.S. federal, state or local taxes (as applicable) of such Tax Group for such taxable period that are attributable to the taxable - 29 - income or activities of the Borrower and/or the applicable Subsidiaries; provided that the amount of such payments made in respect of such taxable period in the aggregate will not exceed the amount that the Borrower and the applicable Subsidiaries would have been required to pay in respect of such taxable income each as stand-alone taxpayers or a stand-alone Tax Group (determined without duplication). “ Permitted Transactions with Affiliates ” is defined in Section 8.17. “ Person ” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof. “ Plan ” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is subject to the provisions of Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (b) is contributed to by (or to which there is or may be an obligation to contribute of) a member of the Controlled Group, and each such plan for the five-year period immediately following the latest date on which a member of the Controlled Group maintained, contributed to or had an obligation to contribute to such plan. “ PPSA ” means the Personal Property Security Act (Ontario) as in effect from time to time and comparable legislation of any province or territory of Canada where any of the Credit Parties carry on business, and, in respect of the Province of Québec, the Civil Code of Québec as in effect from time to time in such province. “ Premises ” means the real property owned or leased by the Borrower or any Subsidiary. “ Property ” means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included in the most recent balance sheet of such Person and its subsidiaries under GAAP. “ Purchase Agreement ” means the amended and restated master transaction agreement dated on or about June 7 , 2026 among, inter alios , the Borrower, as purchaser, Griffon Ames Holdco LLC, VNPI Global Investments & Services, S.L., and Bellota Holding AG, as sellers, pursuant to which the Borrower shall purchase the Acquired Companies. “ QFC Credit Support ” is defined in Section 13.29 hereof. “ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. - 30 - “ RCRA ” means the Solid Waste Disposal Act , as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984 , 42 U.S.C. §§ 6901 et seq. , and any future amendments. “ Recipient ” means (a) the Administrative Agent or (b) any Lender, as applicable. " Register ” is defined in Section 13.13 hereof. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, trustees, administrators, managers, and representatives, of such Person and of such Person’s Affiliates. “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material. “ Relevant Four Fiscal Quarter Period ” is defined in Section 8.23(e) hereof. “ Relevant Governmental Body ” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto. “ Reportable Event ” means an event described in Section 4043(c) of ERISA with respect to a Plan (other than any Plan maintained by a Person who is considered a member of the Controlled Group solely pursuant to subsection (m) or (o) of Section 414 of the Code). “ Required Lenders ” means, as of the date of determination thereof, Lenders whose combined outstanding Term Loans constitute more than 50% of the sum of the total outstanding Term Loans; provided that , for purposes of determining whether there are only two Lenders, Lenders that are Affiliates of one another or are managed, advised or sub-advised by the same investment adviser, manager or Approved Fund shall be deemed to constitute one Lender. If, after giving effect to the foregoing sentence, there are only two Lenders, the consent of both such Lenders shall be required. “ Residual Excess Cash Flow ” means, with respect to any fiscal year of the Borrower, that part of such Excess Cash Flow which is not required to be applied by the Borrower as a mandatory prepayment out of Excess Cash Flow pursuant to Section 2.5(b)(iii) hereof. “ Restricted Payments ” is defined in Section 8.13 hereof. “ RPMRR ” means the Register of Personal and Movable Real Rights for the Province of Québec. “ RSM Report ” is defined in the definition of “ EBITDA ”. - 31 - “ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and any successor owner of such division. “ Sanction(s) ” means, at any time, any international economic, trade or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes administered or enforced by the United States Government (including without limitation, OFAC and the U.S. Department of State), the Government of Canada (including Global Affairs Canada and Public Safety Canada), the United Nations Security Council, the European Union, the United Kingdom (including His Majesty’s Treasury) or other relevant sanctions authority. “ Sanctioned Entity ” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC, the US Department of State or any equivalent or similar agency or body in Canada. It being agreed that Sanctioned Entities as of the date hereof include, without limitation, the so-called Donetsk People’s Republic region of Ukraine, the so-called Luhansk People’s Republic region of Ukraine, the Crimea Region of Ukraine, the Kherson and Zaporizhzhia oblasts of Ukraine, Cuba, Iran, Sudan, and North Korea. “ Sanction Event ” has the meaning set forth in Section 8.26(a). “ Sanctioned Person ” means at any time, (a) any person that is the subject or target of any Sanctions, (b) a person named on the list of Specially Designated Nationals maintained by OFAC, (c) any person 50% or more owned or controlled by any such person or persons described in the foregoing clauses, or that is otherwise directly or indirectly owned or controlled (individually or in the aggregate) by, or acting on behalf of, any such person or persons, or (d) any Person that is otherwise the subject of Sanctions, including, for purposes of Sanctions imposed by Canada, any entity deemed to be controlled by a person or persons described in clauses (a) through (c), including, but not limited to the circumstances in which (i) such person or persons, individually or in the aggregate, hold, directly or indirectly, 50% or more of the shares or ownership interests in the entity or 50% or more of the voting rights in the entity or are able, directly or indirectly, to change the composition or powers of the entity’s board of directors, or (ii) it is reasonable to conclude, having regard to all the circumstances, that such person or persons, individually or in the aggregate, are able, directly or indirectly and through any means, to direct the entity’s activities. “ Sanctions Programs ” means all laws, regulations, and Executive Orders administered by OFAC, including without limitation, the Bank Secrecy Act, Anti-Money Laundering Laws (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), the United Nations Act (Canada), the Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), Export and Import Permits Act (Canada), the Criminal Code (Canada) and the Freezing Assets of Corrupt Foreign Officials Act (Canada)), and all economic and trade sanction programs administered by OFAC, any and all similar United States or Canadian federal laws, regulations or Executive Orders (whether - 32 - administered by OFAC or otherwise), and any similar laws, regulations or orders adopted by any State within the United States and any province within Canada. “ Second Lien Tranche A Intercreditor Agreement ” means the intercreditor agreement dated as of the Closing Date among the Credit Parties, the First Lien Administrative Agent and the Administrative Agent, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified subsequent to the date hereof. “ Second Lien Tranche B Credit Agreement ” means the credit agreement dated as of the Closing Date among, inter alios , the Borrower, the administrative agent thereunder (the “ Second Lien Tranche B Administrative Agent ”), and the lenders party thereto among others, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms hereof. “ Second Lien Tranche B Debt ” means the Obligations under the Second Lien Tranche B Credit Agreement. “ Second Lien Tranche B Security ” means the Liens granted by the Credit Parties in favour of the Second Lien Tranche B Administrative Agent and lenders in connection with the Second Lien Tranche B Credit Agreement. “ Securitization Notes ” means subordinate notes issued by the Special Purpose Entities to the Sellers in connection with the purchase of Purchased AR. “ Sellers ” has the meaning ascribed to such term in Section 8.31. “ Senior Funded Debt ” means Total Funded Debt less the Second Lien Tranche A Debt. “ Senior Funded Debt / Adjusted EBITDA Ratio ” means, as of the last day of any fiscal quarter of the Borrower, the ratio of Senior Funded Debt of the Borrower as of the last day of such fiscal quarter to Adjusted EBITDA of the Borrower for the period of four fiscal quarters then ended. “ Security Agreements ” means the security documents set out in Sections 5.1, 5.2 and 5.3 hereof. “ Spanish Civil Code ” means the Spanish Civil Code (Código Civil) approved by Royal Decree of 24 July 1889, as amended from time to time. “ Spanish Civil Procedural Law ” means Law 1/2000 of 7 January, on Civil Procedure ( Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil ), as amended from time to time. “ Spanish Commercial Code ” means the Spanish Commercial Code ( Código de Comercio ) approved by Royal Decree of 22 August 1885, as amended from time to time. “ Spanish Companies Law ” means the consolidated text of the Spanish Companies Law, approved by Royal Legislative Decree 1/2010 of 2 July ( Real Decreto Legislativo - 33 - 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital), as amended from time to time. “ Spanish Credit Party ” means any Credit Party incorporated or existing in Spain. “ Spanish Insolvency Law ” means the consolidated text of the Spanish Insolvency Law, approved by Royal Legislative Decree 1/2020 of 5 May ( Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal ), as amended from time to time and in particular, without limitation, as amended by Law 16/2022, of 5 September. “ Spanish Public Document ” means, a documento público, being either an escritura pública or a póliza or efecto intervenido por fedatario público . “ Spanish Royal Decree-Law 5/2005 ” means Spanish Royal Decree-Law 5/2005 of 11 March, on urgent reforms to encourage, among others, productivity and improve public procurement ( Real Decreto-ley 5/2005, de 11 de marzo, de reformas urgentes para el impulso a la productividad y para la mejora de la contratación pública ), as amended from time to time. “ Spanish Security Agreements ” means each Security Agreement governed by Spanish law. “ Special Flood Hazard Area ” means, an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100 year flood) in any given year. “ Special Purpose Entities ” means the three entities (being Merv Receivables US LLC, Merv Receivables Canada GP Inc. and Merv Receivables Canada LP) formed for the sole purpose of effecting the Permitted MUFG AR Program. “ Specified Capital Lease ” means any lease entered into in connection with a sale and leaseback transaction permitted under the terms of this Agreement. “ Specified Equity Contribution ” means (a) a cash common equity contribution or any other equity contribution (such other equity contribution to be reasonably satisfactory to the Administrative Agent), or (b) an investment in the Borrower pursuant to Borrower Unsecured Notes, that at the Borrower’s option, is included in the calculation of Adjusted EBITDA for the purposes of determining compliance with the financial covenants for the applicable fiscal quarter and applicable subsequent fiscal quarters. “ Stand-Alone Projections ” is defined in the definition of Permitted Acquisition. “ Subsidiary ” means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities that are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term “ Subsidiary ” means a Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries. - 34 - “ Subsidiary Guarantor ” means each direct and indirect Wholly-owned Subsidiary of the Borrower that is an Included Subsidiary. “ Supported QFC ” is defined in Section 13.29 hereof. “ Swap Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. “ Tax Act ” means the Income Tax Act (Canada), and the regulations and rules promulgated thereunder, as amended, and any successor statute thereto. “ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, withholdings or similar charges (including ad valorem charges) imposed by any Governmental Authority and any and all interest and penalties related thereto. “ Term Credit ” means the credit facility for the Term Loans described in Section 2.1 hereof. “ Term Loan ” is defined in Section 2.1 hereof. The aggregate amount of the Term Loans outstanding on the Closing Date immediately after giving effect to the Term Loans to be made on the Closing Date is $90,000,000, as set forth on Schedule H hereto. “ Term Loan Commitment ” means with respect to the Term Loans, as to any Lender on the Closing Date, the obligation of such Lender to make its Term Loan on the Closing Date in the principal amount not to exceed the amount set forth opposite such Lender’s name in the “Term Loan Commitment” column on Schedule H hereto. The aggregate amount of the Lenders’ unfunded Term Loan Commitments on the Closing Date is $90,000,000 (which amount shall be fully funded on the Closing Date pursuant to Section 2.1 hereof). “ Term Loan Percentage ” means, for each Lender, the percentage represented by (a) the sum of the outstanding aggregate principal amount of all Term Loans then outstanding of such Lender relative to (b) the sum of the outstanding aggregate principal amount of all Term Loans then outstanding of all Lenders. “ Test Period ” is defined in the definition of Adjusted EBITDA. “ Total Funded Debt ” means all funded Indebtedness for Borrowed Money (excluding Second Lien Tranche B Debt) of the Borrower and its Subsidiaries at such time determined on a consolidated basis, minus , Unrestricted Cash. For clarity, Total Funded Debt shall include, but not be limited to, the Credits (as defined under the First Lien Facilities) and Capital Leases (other than any Specified Capital Leases) and shall not include Borrower Unsecured Notes, accounts receivable that have been sold to a third party factoring firm or other third party financial institution (including the Permitted MUFG AR Program), any undrawn loan commitments or undrawn Letters of Credit (as defined under the First Lien Facilities), any accrued liabilities related to unsecured subordinated debt, earn outs (subject in each case to a subordination agreement satisfactory to the - 35 - Administrative Agent), hedging obligations, product liability, warranty, pensions, deferred compensation, workers compensation, customer liens or healthcare and bonding requirements. “ Total Funded Debt/Adjusted EBITDA Ratio ” means, as of the last day of any fiscal quarter of the Borrower, the ratio of Total Funded Debt of the Borrower as of the last day of such fiscal quarter to Adjusted EBITDA of the Borrower for the period of four fiscal quarters then ended. “ UCC ” means the Uniform Commercial Code as in effect from time to time in the state of New York. “ Unrestricted Cash ” means up to $20,000,000 (reducing to $10,000,000 after the end of the fourth fiscal quarter following the Closing Date) of cash and/or cash equivalents of the Borrower and its Subsidiaries (in each case, free and clear of all Liens) to the extent the use thereof for the application to payment of indebtedness is not prohibited by law or any contract to which the Borrower or any of its Subsidiaries is a party and excluding cash and cash equivalents which (i) are listed as “restricted” on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date, (ii) constitute proceeds of a Specified Equity Contribution or (iii) following the date on which control agreements are required under this Agreement with respect to accounts located outside of Canada, are not held in accounts where the Administrative Agent does not have control (as defined in the UCC) of such account. “ U.S. Dollars ” or “ $ ” means the lawful currency of the United States of America. “ U.S. Government Securities Business Day ” means any day except for (i) a Saturday, (ii) a Sunday or (iii) 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. “ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. “ U.S. Special Resolution Regimes ” is defined in Section 13.29 hereof. “ Venanpri ” means NATT Tools Group Inc. and its Subsidiaries. “ Voting Stock ” of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power for the election of directors or other similar governing body of such Person, other than stock or other equity interests having such power only by reason of the happening of a contingency. “ Wholly-owned Subsidiary ” means a Subsidiary of which all of the issued and outstanding shares of capital stock (other than directors’ qualifying shares as required by law) or other equity interests are owned by the Borrower and/or one or more Wholly-owned Subsidiaries within the meaning of this definition. - 36 - “ Working Capital ” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, (a) current assets (excluding cash and cash equivalents, deferred taxes and accrued interest), minus (b) current liabilities (excluding the current portion of long term indebtedness, outstanding Revolving Loans (as defined under the First Lien Facilities), the current portion of any indebtedness attributable to Capital Leases, deferred Taxes and accrued interest); provided that increases or decreases in Working Capital shall be calculated without regard to any changes in current assets or current liabilities as a result of any (i) reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (ii) effects of purchase accounting, or (iii) impacts from non-cash currency translation adjustments, non-cash unrealized derivatives, non-cash reclassifications, interest, income taxes and dividends. 1.2 Interpretation (a) The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “ hereof ”, “ herein ”, and “ hereunder ” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “ include ”, “ includes ”, and “ including ” shall be deemed to be followed by the phrase “ without limitation ”. All references to time of day herein are references to New York City time, unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. (b) For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement or any Loan Document may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall include “movable property”, (b) “real property” or “real estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim”, “reservation of ownership” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the UCC or the PPSA shall include publication under the Civil Code of Québec , (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” hypothec as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction liens” or “mechanics, materialmen, repairmen, construction contractors or other like Liens” shall include “legal hypothecs” and “legal hypothecs in favor of persons having taken part in the construction or renovation of an immovable”, (l) “joint and several” shall include “solidary”, (m) “gross - 37 - negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall include “ownership on behalf of another as mandatary”, (o) “easement” shall include “servitude”, (p) “priority” shall include “rank” or “prior claim”, as applicable (q) “survey” shall include “certificate of location and plan”, (r) “state” shall include “province or territory”, (s) “fee simple title” shall include “absolute ownership” and “ownership” (including ownership under a right of superficies), (t) “accounts” shall include “claims”, (u) “legal title” shall be including “holding title on behalf of an owner as mandatory or prete-nom”, (v) “ground lease” shall include “emphyteusis” or a “lease with a right of superf…

Document text

EX-99.1 · c116668_ex99-1.htm

EX-99.1
 4
 c116668_ex99-1.htm

 Exhibit 99.1

 Execution Version

 THIS LOAN IS ISSUED WITH ORIGINAL ISSUE DISCOUNT
(&ldquo;OID&rdquo;) AS DEFINED BY SECTION 1273(a)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE FOLLOWING INFORMATION
IS PROVIDED PURSUANT TO THE INFORMATION REPORTING REQUIREMENTS SET FORTH IN TREASURY REGULATION 1.1275-3.

 PLEASE REQUEST IN WRITING INFORMATION REGARDING
THE DEBT INSTRUMENT&rsquo;S ISSUE PRICE, OID, ISSUE DATE, AND YIELD TO MATURITY IN THE MANNER SPECIFIED IN SECTION 13.9.

 SECOND LIEN TRANCHE
A CREDIT AGREEMENT

 AMONG

 MERV FINCO LLC,

 as Borrower

 - and -

 THE GUARANTORS
FROM TIME TO TIME PARTIES HERETO,

 as Guarantors

 - and -

 THE
LENDERS FROM TIME TO TIME PARTIES HERETO,

 as Lenders

 - and -

 UMB BANK, N.A.,

 as Administrative Agent

 DATED June 9, 2026

 TABLE OF CONTENTS

 Page

 Article 1 Definitions; Interpretation

 1

 1.1
 Definitions

 1

 1.2
 Interpretation

 36

 1.3
 Currency References

 37

 1.4
 Change in Accounting Principles

 37

 1.5
 Divisions

 38

 1.6
 Excluded Subsidiaries and Immaterial Subsidiaries

 38

 1.7
 Special Purpose Entities

 38

 1.8
 Canadian References

 38

 1.9
 Permitted Liens

 39

 1.10
 Exhibits and Schedules

 39

 1.11
 Spanish Terms

 39

 Article 2 The Credit Facilities

 40

 2.1
 Term Loan Commitments

 40

 2.2
 Applicable Interest Rates; Fees

 40

 2.3
 Advance of Term Loans on Closing Date

 42

 2.4
 Maturity of Loans

 42

 2.5
 Prepayments

 42

 2.6
 Default Rate

 45

 2.7
 Evidence of Indebtedness

 46

 2.8
 Substitution of Lenders

 46

 2.9
 Defaulting Lenders

 47

 Article 3 Fees

 48

 3.1
 Fees

 48

 Article 4 Place and Application of Payments

 48

 4.1
 Place and Application of Payments

 48

 Article 5 GuarantEes and Collateral

 50

 5.1
 Guarantees

 50

 5.2
 Security Delivered on the Closing Date

 50

 5.3
 Security Delivered Upon Closing of the Merv Acquisition

 51

 5.4
 Security Acknowledgement

 51

 5.5
 Excluded Property

 52

 5.6
 Liens on Real Property

 53

 5.7
 Further Assurances

 53

 5.8
 Limitations: Spain

 54

 5.9
 Limitations: Colombia

 54

 i

 TABLE OF CONTENTS (continued)

 Page

 Article 6 Representations and Warranties

 54

 6.1
 Organization and Qualification

 54

 6.2
 Corporate Structure

 55

 6.3
 Authority and Validity of Obligations

 55

 6.4
 Execution, Delivery, Performance and Enforceability of Documents

 56

 6.5
 Use of Proceeds; Margin Stock

 56

 6.6
 Financial Reports

 56

 6.7
 No Material Adverse Change

 57

 6.8
 Full Disclosure

 57

 6.9
 Trademarks, Franchises, and Licenses

 57

 6.10
 Governmental Authority and Licensing

 57

 6.11
 Good Title

 58

 6.12
 Litigation and Other Controversies

 58

 6.13
 Taxes

 58

 6.14
 Approvals

 58

 6.15
 Affiliate Transactions

 59

 6.16
 Investment Company

 59

 6.17
 ERISA

 59

 6.18
 Canadian Defined Benefit Pension Plan

 60

 6.19
 Compliance with Laws

 60

 6.20
 Other Agreements

 61

 6.21
 Solvency

 61

 6.22
 No Broker Fees

 61

 6.23
 No Default

 61

 6.24
 OFAC

 61

 6.25
 Anti-Corruption Laws

 61

 6.26
 Sanctions Laws

 62

 6.27
 Anti-Money Laundering Laws and Anti-Corruption Laws

 62

 6.28
 RCRA

 63

 6.29
 Charitable Status

 63

 6.30
 Third-Party Benefit

 63

 Article 7 Conditions Precedent

 63

 7.1
 All Credit Events

 63

 7.2
 Conditions to Closing Date

 63

 Article 8 Covenants

 67

 8.1
 Maintenance of Business

 67

 8.2
 Maintenance of Properties

 67

 8.3
 Taxes and Assessments

 68

 8.4
 Insurance

 68

 8.5
 Financial Reports and Notices

 68

 8.6
 Inspection

 71

 8.7
 Borrowings and Guarantees

 71

 8.8
 Holdings

 73

 8.9
 Liens

 73

 8.10
 Investments, Acquisitions, Loans and Borrowings

 75

 ii

 TABLE OF CONTENTS (continued)

 Page

 8.11
 Amalgamations, Mergers, Consolidations and Sales

 76

 8.12
 Maintenance of Subsidiaries

 78

 8.13
 Dividends and Certain Other Restricted Payments

 78

 8.14
 ERISA

 79

 8.15
 Canadian Defined Benefit Pension Plan

 80

 8.16
 Compliance with Laws, Etc

 80

 8.17
 Burdensome Contracts with Affiliates

 81

 8.18
 No Changes in Fiscal Year

 81

 8.19
 Formation of Subsidiaries

 81

 8.20
 Change in the Nature of Business and Liens

 82

 8.21
 Use of Proceeds

 82

 8.22
 No Restrictions

 82

 8.23
 Financial Covenants

 82

 8.24
 Limitation on Hedging Agreements

 85

 8.25
 Real Property Matters

 85

 8.26
 OFAC, Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws

 86

 8.27
 Anti-Money Laundering and Anti-Terrorism Finance Laws; Foreign Corrupt Practices Act; Sanctions; Restricted Person

 87

 8.28
 Foreign Subsidiaries

 87

 8.29
 First Lien Credit Agreement, Second Lien Tranche B Debt and Second Lien Tranche B Security

 87

 8.30
 Cash Management

 87

 8.31
 Special Purpose Entities

 88

 8.32
 JV Real Property

 88

 8.33
 Insurance Certificates Covenant

 88

 Article 9 Events of Default and Remedies

 89

 9.1
 Events of Default

 89

 9.2
 Non Bankruptcy Defaults

 91

 9.3
 Bankruptcy Defaults

 92

 9.4
 Notice of Default

 92

 9.5
 Appointment of a Monitor

 92

 9.6
 Borrower&rsquo;s Right to Cure

 92

 Article 10 Change in Circumstances

 93

 10.1
 Change in Law

 93

 10.2
 Increased Cost and Reduced Return

 93

 10.3
 Lending Offices

 94

 Article 11 The Administrative Agent

 95

 11.1
 Appointment and Authorization of Administrative Agent

 95

 11.2
 Administrative Agent and Its Affiliates

 95

 11.3
 Action by Administrative Agent

 95

 11.4
 Liability of Administrative Agent; Credit Decision

 98

 11.5
 Indemnity

 98

 11.6
 Resignation of Administrative Agent and Successor Administrative Agent

 99

 11.7
 Designation of Additional Agents

 100

 iii

 TABLE OF CONTENTS (continued)

 Page

 11.8
 Authorization to Release or Subordinate or Limit Liens

 100

 11.9
 Authorization to Enter into, and Enforcement of, the Collateral Documents

 101

 11.10
 Erroneous Payment

 103

 11.11
 Certain ERISA Matters

 104

 11.12
 Funding by Lenders; Presumption by Administrative Agent

 105

 11.13
 Payments by the Borrower; Presumptions by Administrative Agent

 106

 Article 12 The Guarantees

 106

 12.1
 The Guarantees

 106

 12.2
 Guarantee Unconditional

 107

 12.3
 Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances

 107

 12.4
 Subrogation

 108

 12.5
 Waivers

 108

 12.6
 Limit on Recovery

 108

 12.7
 Stay of Acceleration

 108

 12.8
 Benefit to Guarantors

 108

 12.9
 Guarantor Covenants

 109

 12.10
 Keepwell

 109

 Article 13 Miscellaneous

 109

 13.1
 Withholding Taxes

 109

 13.2
 No Waiver, Cumulative Remedies

 114

 13.3
 Non Business Days

 114

 13.4
 Documentary Taxes

 114

 13.5
 Designation of a Different Lending Office

 114

 13.6
 Survival of Representations

 115

 13.7
 Survival of Indemnities

 115

 13.8
 Sharing of Set Off

 115

 13.9
 Notices

 115

 13.10
 Counterparts

 117

 13.11
 Successors and Assigns

 117

 13.12
 Participants

 117

 13.13
 Assignments

 118

 13.14
 Amendments

 120

 13.15
 Headings

 121

 13.16
 Costs and Expenses; Indemnification

 121

 13.17
 Set Off

 123

 13.18
 Entire Agreement

 124

 13.19
 Governing Law

 124

 13.20
 Severability of Provisions

 124

 13.21
 Construction

 124

 13.22
 Lender&rsquo;s Obligations Several

 125

 13.23
 Submission to Jurisdiction; Waiver of Jury Trial

 125

 13.24
 USA Patriot Act

 125

 13.25
 Hypothecary Representative

 125

 13.26
 Confidentiality

 126

 13.27
 Judgment Currency

 127

 13.28
 Electronic Communication

 127

 iv

 TABLE OF CONTENTS (continued)

 Page

 13.29
 Acknowledgement Regarding Any Supported QFCs

 128

 13.31
 Pari Passu Second Lien Intercreditor Agreement

 130

 13.32
 Limitation on Recourse under Limited Circumstances

 130

 Exhibits and Schedules

 Exhibit A
 &ndash;
 Form of Notice of Payment Request

 Exhibit B
 &ndash;
 [Reserved]

 Exhibit C
 &ndash;
 [Reserved]

 Exhibit D
 &ndash;
 Form of Notice of Repayment

 Exhibit E
 &ndash;
 Form of Compliance Certificate

 Exhibit F
 &ndash;
 Form of Additional Guarantor Supplement

 Exhibit G
 &ndash;
 Assignment and Acceptance

 Exhibit H
 &ndash;
 [Reserved]

 Schedule A
 &ndash;
 Subsidiaries, Foreign Subsidiaries and Included Subsidiaries

 Schedule B
 &ndash;
 Intellectual Property

 Schedule C
 &ndash;
 Agreements with Affiliates

 Schedule D
 &ndash;
 Financial Statements

 Schedule E
 &ndash;
 Taxes

 Schedule F
 &ndash;
 Compliance with Laws

 Schedule G
 &ndash;
 Broker Fees

 Schedule H
 &ndash;
 Term Loans

 v

 SECOND LIEN
TRANCHE A Credit Agreement

 This Second Lien Tranche A Credit Agreement
is entered into as of June 9, 2026, by and among MERV FINCO LLC , a limited liability company existing under the laws
of the State of Delaware (the &ldquo; Borrower &rdquo;), MERV MIDCO LLC , a limited liability company existing under
the laws of the State of Delaware (&ldquo; Holdings &rdquo;), the direct and indirect Subsidiaries of the Borrower from time
to time party to this Agreement, as Guarantors, the financial institutions from time to time party to this Agreement, as Lenders,
and UMB BANK, N.A. , as Administrative Agent as provided herein. All capitalized terms used herein without definition shall
have the same meanings herein as such terms are defined in Section 1.1 hereof.

 Preliminary Statements

 WHEREAS, the Borrower has requested, and the
Lenders have agreed, on the terms and subject to the conditions set forth herein that the Lenders establish the Term Credit under
this Agreement in the aggregate amount of $90,000,000 as a portion of the purchase price of the Ames Acquired Companies in the
context of the Merv Acquisition;

 AND WHEREAS, the Obligations of the Borrower
hereunder shall be (i) secured by a second-ranking security interest over all of the assets of the Borrower and the Guarantors
that secure the First Lien Facilities and guaranteed by the same guarantors as the First Lien Facilities, and (ii) supported by
a senior priority payment right over all of the JV Real Property and all proceeds thereof, in accordance with the terms of the
Second Lien Tranche A Intercreditor Agreement;

 NOW,
THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and the parties hereto hereby agree, as follows:

 Article 1

Definitions; Interpretation

 1.1 Definitions

 The following terms when used herein shall
have the following meanings:

 &ldquo; 230 Entities &rdquo;
means, collectively, 2304616 Ontario Inc. and SUBNATT LP.

 &ldquo; Acquired Business &rdquo;
means the entity or assets acquired by the Borrower or a Subsidiary in an Acquisition, whether before or after the Closing Date.

 &ldquo; Acquired Companies &rdquo;
means each of The Ames Companies, LLC, ClosetMaid Canada Limited, 1346022 Alberta ULC, Garant GP, ClosetMaid LLC, ClosetMaid (Jiangmen)
Storage Limited, Ames True Temper Global Sourcing Office, Ames Holdings, Inc., Bellota Herramientas, S.L.U., VNPI UK Holdings Limited,
Bellota M&eacute;xico, S.A. de C.V., Bellota Colombia, S.A.S., Bellota Venezuela C.A., Burgon & Ball Limited, Bellota US Corp.,
Corona Clipper, Inc., Manufacturera Corona Clipper, S.A. de C.V., Venanpri Tools Monterrey S. de R.L. de C.V. and Merv
 ForCo , S.L.U.

 - 2 -

 &ldquo; Acquisition &rdquo; means
any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of
in excess of 90% of the capital stock, shares, partnership interests, membership interests or equity of any Person (other than
a Person that is a Subsidiary or the formation of a Subsidiary solely to facilitate a Permitted Acquisition), or (c) a merger,
amalgamation or consolidation or any other combination with another Person (other than a Person that is a Subsidiary); provided
 that the Borrower or a Person that is or will become a Subsidiary is the surviving entity.

 " Act &rdquo; is defined
in Section 13.24 hereof.

 &ldquo; Adjusted EBITDA &rdquo;
means, for any period (a &ldquo; Test Period &rdquo;), EBITDA for such Test Period, except that in the event that a Permitted
Acquisition is consummated within any Test Period, Adjusted EBITDA for such Test Period shall be calculated on a pro forma
basis to include the historical EBITDA of the Acquired Business as evidenced by the financial statements required to be delivered
to the Administrative Agent pursuant to this Agreement in connection with the Permitted Acquisition (the &ldquo; Historical Financials &rdquo;)
for the period from the first (1st) day of such Test Period to, and including, the last date of the period covered by the Historical
Financials.

 &ldquo; Administrative Agent &rdquo;
 means UMB Bank, N.A., and any successor pursuant to Section 11.7 hereof.

 &ldquo; Administrative Questionnaire &rdquo;
 means an Administrative Questionnaire in a form supplied by or otherwise acceptable to the Administrative Agent.

 &ldquo; Affected Lender &rdquo;
is defined in Section 2.9 hereof.

 &ldquo; Affiliate &rdquo; means
any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly,
the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership
of voting securities, common directors, trustees or officers, by contract or otherwise; provided that in any event for purposes
of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power
for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership interest
of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other
Person.

 &ldquo; Agency Fee Letter &rdquo;
means UMB Bank, N.A.&rsquo;s fee proposal dated April 22, 2026 and any subsequent fee letter (whether entered into prior to, on
or subsequent to the Closing Date) between the Borrower and the Administrative Agent.

 &ldquo; Agreement &rdquo; means
this credit agreement, as it may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.

 - 3 -

 &ldquo; Ames Acquired Companies &rdquo;
means each of The Ames Companies, LLC, ClosetMaid Canada Limited, 1346022 Alberta ULC, Garant GP, ClosetMaid LLC, ClosetMaid (Jiangmen)
Storage Limited, Ames True Temper Global Sourcing Office and Ames Holdings, Inc.

 &ldquo; Anti-Corruption Laws &rdquo;
means the applicable laws or regulations in any jurisdiction in which the Borrower or any of its Subsidiaries or Affiliates is
located or is doing business that relates to bribery or corruption, including the Corruption of Foreign Public Officials Act (Canada),
the Criminal Code (Canada), the U.S. Foreign Corrupt Practices Act of 1977, and all similar laws, rules, regulations and other
applicable laws.

 &ldquo; Anti-Money Laundering Laws &rdquo;
means the applicable laws and regulations in any jurisdiction in which the Borrower or any of its Subsidiaries or Affiliates is
located or is doing business that relates to the prevention and detection of money laundering, terrorist activity financing or
sanctions evasion, including: (i) in Canada, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and
the regulations made thereunder and the guidance of the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC)
and the Criminal Code (Canada); (ii) in the United States, the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), the U.S. Bank Secrecy Act,
the U.S. Corporate Transparency Act and the regulations made thereunder and the guidance of the U.S. Financial Crimes Enforcement
Network (FinCen); (iii) Spanish law 10/2010 of 28 April on the prevention of money laundering and the financing of terrorism; and
(iv) all similar laws, rules, regulations and other applicable laws.

 &ldquo; Approved Fund &rdquo;
 means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers or manages a Lender.

 &ldquo; Assignment and Acceptance &rdquo;
means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent
is required by Section 13.13 hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit G or
any other form approved by the Administrative Agent.

 &ldquo; Authorized Representative &rdquo;
means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2 hereof or on any update of any
such list provided by the Borrower to the Administrative Agent, or any further or different officers of the Borrower so named by
any Authorized Representative of the Borrower in a written notice to the Administrative Agent.

 &ldquo; Available Excess Cash Flow &rdquo;
means the sum, without duplication, of (i) that amount of Residual Excess Cash Flow for each fiscal year not otherwise used
by the &ldquo;Available Excess Cash Flow&rdquo; baskets in the Permitted Acquisitions, Permitted Expansions and Permitted New Facilities,
Investments and restricted payments covenants, and (ii) the Available Excess Cash Flow Carry Forward.

 - 4 -

 &ldquo; Available Excess Cash Flow
Carry Forward &rdquo; means, for any fiscal year, that amount of Available Excess Cash Flow not used during the previous fiscal
year.

 &ldquo; Beneficial Ownership Certification &rdquo;
means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

 &ldquo; Beneficial Ownership Regulation &rdquo;
means 31 C.F.R. &sect; 1010.230.

 &ldquo; Borrower &rdquo; is defined
in the introductory paragraph of this Agreement.

 &ldquo; Borrower Security Agreement &rdquo;
means the security agreement dated as of the Closing Date between the Borrower and the Administrative Agent, as such agreement
may be amended, modified, supplemented or restated from time to time.

 &ldquo; Borrower Unsecured Notes &rdquo;
means all unsecured promissory notes issued by the Borrower to Persons that hold (whether directly or indirectly) Equity in the
Borrower with the provisions of such notes to be acceptable to the Administrative Agent and the Lenders and which shall include,
 inter alia, (x) full subordination and postponement of the indebtedness owing thereunder pursuant to a subordination
agreement satisfactory to the Administrative Agent, acting reasonably, (y) a pledge of such notes in favour of the Administrative
Agent, and (z) and no rights to exercise any remedies in respect of such indebtedness until such time as all Obligations have
been paid in full.

 &ldquo; Borrower&rsquo;s LLC Agreement &rdquo;
means that certain amended and restated limited liability company agreement of the Borrower dated as of the Closing Date, as may
be further amended, restated, supplemented or otherwise modified from time to time.

 &ldquo; Borrowing &rdquo; means
the total of the Term Loans advanced on the Closing Date. Borrowing of the Term Loans is made and maintained rateably from each
of the Lenders under the Term Credit according to their Term Loan Percentages. The Borrowing is &ldquo; advanced &rdquo; on
the Closing Date and is &ldquo; continued &rdquo; on the date a new Interest Period for the Term Loans commences for the Borrowing,
as determined pursuant to Section 2.6 hereof.

 &ldquo; Business Day &rdquo;
means any day other than a Saturday or a Sunday on which the main branches of the Administrative Agent in Minnesota and New York
are open for normal banking business.

 &ldquo; Canadian Defined Benefit
Pension Plan &rdquo; means (i) a &ldquo;registered pension plan&rdquo; (as defined in subsection 248(1) of the Tax Act), and
(ii) any other pension plan that is subject to applicable federal or provincial pension standards legislation in Canada, which
(in the case of (i) or (ii)) contains a &ldquo;defined benefit provision&rdquo; as defined in subsection 147.1(1) of the ITA; provided,
however, that a &ldquo;Canadian Defined Benefit Pension Plan&rdquo; does not include statutory plans in which any Person is required
to contribute pursuant to applicable laws, such as the Canada Pension Plan or the Qu&eacute;bec Pension Plan (if applicable) as
maintained by the Government of Canada or the Province of Qu&eacute;bec.

 &ldquo; Canadian Dollar Equivalent &rdquo;
means with respect to a currency other than Canadian Dollars, the amount obtained when the amount is translated into Canadian Dollars
using

 - 5 -

 the Agent&rsquo;s noon spot rate on the Business Day
with respect to which such computation is required for the purpose of this Agreement.

 &ldquo; Canadian Dollars &rdquo;
or &ldquo; Cdn $ &rdquo; means the lawful money of Canada.

 &ldquo; Canadian Insolvency Laws &rdquo;
means any of the Bankruptcy and Insolvency Act (Canada), the Companies&rsquo; Creditors Arrangement Act (Canada), and the Winding-up
and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency
or other similar law of Canada or any province or territory thereof relating to bankruptcy, insolvency, assignments for the benefit
of creditors, formal or informal moratoria, compositions, compromises or extensions generally with creditors, or proceedings seeking
reorganization, recapitalization, arrangement, dissolution, liquidation, winding-up, or permitting a debtor to obtain a stay or
a compromise of the claims of its creditors against it, or other similar relief (including, without limitation, the Canadian corporate
statutes when relied upon in connection with any of the foregoing).

 &ldquo; Capital Expenditures &rdquo;
means, with respect to any Person for any period, the aggregate amount of all expenditures, whether paid in cash or accrued as
a liability by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital
assets or additions to property, plant, or equipment (including replacements, trucks, machinery and other equipment, capitalized
repairs, and improvements, including building improvements) that should be capitalized on the balance sheet of such Person in accordance
with GAAP; provided, however , that Capital Expenditures shall not include:

 (a) expenditures to the extent they are made with the proceeds of the issuance of Equity or subordinated shareholder loans by the
Borrower after the Closing Date;

 (b) expenditures with proceeds of insurance settlements, condemnation awards and other settlements in respect to an Event of Loss
to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other
property, or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the
business of the Borrower and its Subsidiaries within 15 months of receipt of such proceeds (or, if not made within such period
of 15 months, are committed to be made during such period);

 (c) interest capitalized during such period;

 (d) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party
(excluding the Borrower or any Subsidiary thereof) and for which neither the Borrower nor any Subsidiary has provided or is required
to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person (whether before,
during or after such period);

 (e) the book value of any asset owned by such Person prior to or during such period to the extent that such book value is included
as a capital expenditure during

 - 6 -

 such period as a result of such Person reusing or beginning
to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided
that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during
the period that such expenditure actually is made and (ii) such book value shall have been included in Capital Expenditures
when such asset was originally acquired;

 (f) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination
of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of
used or surplus equipment, in each case, in the ordinary course of business;

 (g) investments in respect of a Permitted Acquisition, Permitted Expansion or Permitted New Facilities;

 (h) the purchase of property, plant or equipment made within 15 months of the sale of any asset to the extent purchased with the
proceeds of such sale (or, if not made within such period of 15 months, to the extent committed to be made during such period);
or

 (i) assets that are utilized under operating leases if deemed by GAAP to be a capital expenditure.

 &ldquo; Capital Lease &rdquo;
means any lease of Property which, in accordance with GAAP, is required to be capitalized on the balance sheet of the lessee. For
purposes of this Agreement, (i) &ldquo;Capital Lease&rdquo; shall exclude the Specified Capital Lease, and (ii) all operating
leases shall be treated for accounting purposes in the same manner as they were prior to the implementation of IFRS 16 or ASU 2016-02
Leases.

 &ldquo; Capitalized Lease Obligation &rdquo;
means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined
in accordance with GAAP. For the avoidance of doubt, &ldquo;Capitalized Lease Obligation&rdquo; shall exclude the amount of the
liability shown on the balance sheet in respect of the Specified Capital Lease.

 &ldquo; CERCLA &rdquo; means
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization
Act of 1986, 42 U.S.C. &sect;&sect; 9601 et seq., and any future amendments.

 &ldquo; Change in Law &rdquo;
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein
to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith

 - 7 -

 and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed
to be a &ldquo;Change in Law&rdquo;, regardless of the date enacted, adopted or issued.

 &ldquo; Change of Control &rdquo;
means (a) the failure of one or more ONCAP Entities and their Affiliates and the 230 Entities to own and control, directly or indirectly,
at least 50.1% of the Equity carrying the voting and economic interests of the Borrower, or (b) the failure of one or more ONCAP
Entities and their Affiliates to Control the Borrower.

 &ldquo; Closing Date &rdquo;
means June 9, 2026.

 &ldquo; Code &rdquo; means the
Internal Revenue Code of 1986, as amended, any successor statute thereto, and the regulations promulgated and rulings issued thereunder.

 &ldquo; Collateral &rdquo; means,
with respect to any Person, all or any portion of its undertaking, property and assets, both real and personal, including for greater
certainty any share in the capital of a corporation or ownership interest in any other Person. For certainty, &ldquo;Collateral&rdquo;
shall not include Excluded Collateral.

 &ldquo; Collateral Documents &rdquo;
 means the Security Agreements and all other mortgages, deeds of trust, security agreements, hypothecs, any notice of charge,
acknowledgement from an account bank, or other instrument entered into for the purpose of perfecting security over a UK deposit
account, pledge agreements, assignments, financing statements, RPMRR registration forms, deposit account control agreements and
other documents as shall from time to time secure or relate to the Obligations or any part thereof.

 &ldquo; Colombian Civil Code &rdquo;
means the Colombian Civil Code ( C&oacute;digo Civil de Colombia ), adopted by Law 57 of 1887, as amended from time to time.

 &ldquo; Colombian Credit Party &rdquo;
means any Credit Party incorporated or existing in the Republic of Colombia.

 &ldquo; Colombian Foreign Exchange
Regulations &rdquo; means the foreign exchange regulations of the Republic of Colombia, including Resoluci&oacute;n Externa
1 of 2018 of the Banco de la Rep&uacute;blica de Colombia, as amended from time to time.

 &ldquo; Colombian Guarantor &rdquo;
means a Guarantor incorporated or existing in the Republic of Colombia.

 &ldquo; Colombian Insolvency Law &rdquo;
means Law 1116 of 2006 ( Ley 1116 de 2006, por la cual se establece el R&eacute;gimen de Insolvencia Empresarial en la Rep&uacute;blica
de Colombia ).

 &ldquo; Colombian Movable Security
Law &rdquo; means Law 1676 of 2013 ( Ley 1676 de 2013, por la cual se promueve el acceso al cr&eacute;dito y se dictan normas
sobre garant&iacute;as mobiliarias ), as amended from time to time, and its implementing regulations.

 - 8 -

 &ldquo; Colombian Movable Security
Registry &rdquo; or &ldquo;RGM&rdquo; means the Registro de Garant&iacute;as Mobiliarias administered by the Confederaci&oacute;n
Colombiana de C&aacute;maras de Comercio ( Confec&aacute;maras ) pursuant to the Colombian Movable Security Law.

 &ldquo; Commodity Exchange Act &rdquo;
means the Commodity Exchange Act (7 U.S.C. &sect; 1 et seq.), as amended from time to time, and any successor statute.

 &ldquo; Consolidated Net Income &rdquo;
 means, with reference to any Test Period, the aggregate of the net income (loss) of such Person and its Subsidiaries for such
period, on a consolidated basis; provided, however , that, without duplication,

 (a) extraordinary, unusual or nonrecurring gains or losses or income or expenses or charges (including but not limited to charges
or losses (i) on sales or dispositions of assets outside of the ordinary course of business and write downs or impairments
of assets, (ii) incurred in connection with discontinuing operations and the disposal of related assets, and (iii) attributable
to the early extinguishment of indebtedness or derivative instruments) shall be excluded;

 (b) the cumulative effect of a change in accounting principles during such period shall be excluded;

 (c) the effects of purchase accounting adjustments shall be excluded;

 (d) any non-cash expenses resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants
or sales of stock, stock appreciation or similar rights shall be excluded;

 (e) the non-cash portion of &ldquo;straight-line&rdquo; rent expense shall be excluded;

 (f) the cash portion of &ldquo;straight-line&rdquo; rent expense which exceeds the amount expensed in respect of such rent expense
shall be included;

 (g) IEEPA Refunds shall be excluded; and

 (h) foreign exchange losses or gains resulting from the translation or exchange of foreign assets and liabilities denominated in
a foreign currency into US Dollars shall be excluded.

 &ldquo; Contingent Obligations &rdquo;
means contingent indemnification obligations or liability under other provisions relative to reimbursement to the Lenders of amounts
sufficient to protect the yield of the Lenders with respect to the Term Loans.

 &ldquo; Control &rdquo; means
the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.

 &ldquo; Controlled Group &rdquo;
means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common
control which, together with the Borrower, would be deemed to be a &ldquo;single employer&rdquo; within the

 - 9 -

 meaning of Section 414(b), (c), (m) or (o) of
the Code. Notwithstanding the foregoing, in no event shall the term &ldquo;Controlled Group&rdquo; include any Subsidiary of an
ONCAP Entity or Griffon Entity other than the Borrower and its Subsidiaries.

 &ldquo; Credit Cards &rdquo;
means credit cards issued to Credit Parties with an aggregate credit limit of $1,000,000 comprised of, as at the Closing Date,
(i) unsecured credit cards issued by Banco Bilbao Vizcaya Argentaria, S.A. and BBVA M&eacute;xico, S.A., Instituci&oacute;n de
Banca M&uacute;ltiple, Grupo Financiero BBVA M&eacute;xico and the Ramp unsecured credit cards issued by Ramp Business Corporation,
and (ii) credit cards issued by The Toronto-Dominion Bank.

 &ldquo; Credit Event &rdquo;
means the advancing of any Loan.

 &ldquo; Credit Exposure &rdquo;
means any period of time during which any Term Loan Commitment is outstanding or any Obligation remains unpaid; provided, however ,
that no Credit Exposure shall be deemed to exist solely due to the existence of Contingent Obligations, absent the assertion of
a claim with respect thereto.

 &ldquo; Credit Parties &rdquo;
means the Borrower and all Included Subsidiaries.

 &ldquo; Debtor Relief Laws &rdquo;
means the Bankruptcy Code of the United States, all Canadian Insolvency Laws, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, arrangement, rearrangement, receivership, insolvency, winding up, reorganization,
or similar debtor relief laws of the United States, Canada, Mexico, Spain, Colombia, the United Kingdom or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally.

 &ldquo; Default &rdquo; means
any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an
Event of Default.

 &ldquo; Default Rate &rdquo;
is defined in Section 2.6 hereof.

 &ldquo; Defaulting Lender &rdquo;
shall mean, subject to Section 2.10(b), any Lender that, as determined by the Administrative Agent,

 (a) has failed to perform any of its obligations to fund or otherwise make available its Term Loan hereunder, including by way
of cashless settlement pursuant to Section 2.3;

 (b) has notified the Borrower, or the Administrative Agent that it does not intend to comply with its obligations to fund or otherwise
make available its Term Loan hereunder, including by way of cashless settlement pursuant to Section 2.3, or has made a public statement
to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit;

 (c) has failed, within three (3) business days after request by the Administrative Agent, to confirm in a manner satisfactory to
the Administrative Agent that it will comply with its obligation to fund or otherwise make available its Term Loan hereunder, including
by way of cashless settlement pursuant to Section 2.3; or

 - 10 -

 (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief
Law, (ii) had a receiver, receiver and manager, conservator, trustee, administrator, monitor, custodian, liquidator, assignee
for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed
for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such
proceeding or appointment;

 provided that a Lender shall
not be a Defaulting 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; and provided further that a Lender described in this clause
(d) shall not continue to be a Defaulting Lender upon its providing reasonable assurances satisfactory to the Administrative Agent
and the Borrowers that it will comply with its funding obligations hereunder, including, without limitation, any confirmation that
such persons may require from a bankruptcy court or trustee.

 &ldquo; Disposition &rdquo; means
the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under
Sections 8.11(a), (b), (c), (d), (e), (f), (h), (i), (k),(l), (m), (o) or (q) hereof.

 &ldquo; EBITDA &rdquo; means,
with reference to any Test Period, an amount equal to Consolidated Net Income for such period

 plus

 (a) without duplication, the following (to the extent the amounts were deducted (other than item (ix) in calculating Consolidated
Net Income for such period):

 (i)
 Interest Expense, including payments paid or payable in connection with all subordinated debt
 and related party note payments and accruals;

 (ii)
 tax expense (including, without limitation, any federal, state, provincial, territorial, local
 and foreign income, gross margin and franchise taxes and similar taxes);

 (iii)
 depreciation and amortization expense;

 (iv)
 non-cash expenses and charges, reducing such Consolidated Net Income (including purchase accounting
 adjustments);

 (v)
 fees, costs, accruals, payments and expenses incurred in connection with the transaction and
 the related financings and transactions and any other Investment, Permitted Expansion, Permitted New Facility, Acquisition,
 dividends, Disposition, consolidations, restructuring, recapitalization, equity issuance or incurrence of indebtedness or
 repayment of indebtedness permitted under the Term Credit (whether or not consummated), and any amendments, waivers or other
 modifications thereto or repayments thereof, subject to a maximum of $10,000,000;

 - 11 -

 (vi)
 realized or unrealized losses resulting from interest rate or currency derivatives used for hedging
 activities (including mark-to-market accounting related items);

 (vii)
 all restructuring costs, business optimization costs (including the costs of consultants and
 other third party advisors), integration costs, retention, recruiting, relocation and signing bonuses and expenses, stock
 option and other equity-based compensation expenses, severance costs, consulting costs, transaction fees and expenses and
 management fees and expenses, including, without limitation, any one-time expenses relating to enhanced accounting function,
 operating improvements or changes, new projects, the initiation of a new business line or expansion of an existing business
 line, and other transaction costs, including those associated with becoming a standalone entity or a public company; provided
 that the foregoing shall not exceed ten (10%) percent of Adjusted EBITDA;

 (viii)
 board of directors fees and related travel expenses up to $500,000 and other expenses required
 to be reimbursed pursuant to the transaction services agreement up to $200,000;

 (ix)
 pro forma &ldquo;run rate&rdquo; cost savings, operating expense reductions and synergies
 related to Acquisitions, Dispositions and other specified transactions, in each case, net of the amount of actual benefits
 received, that are reasonably identifiable (and reasonably anticipated to be realized within twelve (12) months after the
 date that the applicable action has been taken or the date that the applicable action is expected to be taken), factually
 supported and projected by the Borrower in good faith to result from actions that have been taken or with respect to which
 substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower and subject
 to certification by a responsible officer of the Borrower) within twelve (12) months after the end of the applicable measurement
 period; provided that the aggregate amount added back pursuant to this clause (ix) for any period shall not exceed five
 (5%) percent of Adjusted EBITDA for such period (calculated after giving effect to any such add-backs);

 (x)
 extraordinary, unusual or non-recurring charges, expenses or losses up to a maximum of ten
 ( 10%) percent of Adjusted EBITDA;

 (xi)
 proceeds of business interruption insurance received in cash during such period (or so long as
 such amount is reasonably expected to be received in a subsequent calculation period and within one year from the date of
 the underlying loss); provided, that (A) if such amount is not so reimbursed or received within such one year period, such
 expenses or losses shall be subtracted in the subsequent calculation period, and (B) if reimbursed or received in a subsequent
 period, such amount shall not be added back in calculating EBITDA in such subsequent period;

 - 12 -

 (xii)
 pro forma adjustments used in connection with the calculation of &ldquo; Pro Forma
 Adjustments&rdquo; as set forth in the RSM Quality of Earnings Report dated as of October 1, 2025, the PwC Quality of Earnings
 Report dated as of September 24, 2025, and the RSM synergies report dated as of October 1, 2025 in each case net of the amount
 of actual benefits realized during such period from such adjustments;

 (xiii)
 letter of credit fees to the extent deducted from Consolidated Net Income;

 (xiv)
 charges, losses or expenses to the extent indemnified or insured or reimbursed by a third party
 to the extent such indemnification, insurance or reimbursement is actually received in cash for such period (or reasonably
 expected to be so paid or reimbursed within three hundred sixty-five (365) days after the end of such period to the extent
 not accrued); provided that (A) if such amount is not reimbursed or within such one-year period, such expenses or losses shall
 be subtracted in the subsequent calculation period, and (B) if reimbursed or received in a subsequent period, such amounts
 shall not be added back in calculating EBITDA in such subsequent periods;

 (xv)
 adjustments consistent with Article 11 of Regulation S-X promulgated under the U.S. Securities
 Exchange Act of 1934;

 (xvi)
 charges, losses, costs and expenses in connection with litigation or the settlement thereof;

 (xvii)
 earn-out and deferred purchase price obligations (in each case to the extent included in Consolidated
 Net Income) incurred in connection with any Permitted Acquisition or other Investment permitted under this Agreement and paid
 or accrued during such period and on similar Acquisitions and Investments completed prior to or contemporaneous with the Closing
 Date; and

 (xviii)
 any non cash expenses resulting from stock option plans, employee benefit plans or post-employment
 benefit plans, or grants or sales of stock, stock appreciation or similar rights;

 minus

 (b) without duplication, the following to the extent included in calculating Consolidated Net Income for such period:

 (i)
 income, franchise and similar tax credits:

 (ii)
 non-cash charges previously added back to Consolidated Net Income in determining EBITDA to the extent such non-cash charges have become cash expenditures during such period;

 - 13 -

 (iii)
 unrealized gains resulting from interest rate or currency derivatives used for hedging activities (including mark-to-market accounting-related items); and

 (iv)
 any other non-cash items increasing such Consolidated Net Income (other than such non-cash items to the extent that it will result in the receipt of cash payments in any future period).

 The aggregate amount of addbacks under
(a)(vii), (ix) and (x) shall not exceed fifteen (15%) percent of Adjusted EBITDA.

 Notwithstanding the foregoing, for
purposes of determining EBITDA under this Credit Agreement, the initial amounts of EBITDA shall be as follows: for the fiscal quarter
ended on June 30, 2025, $ 18,823,436 ; for the fiscal quarter ended
on September 30, 2025, $ 22,643,046, for the fiscal quarter ended on December
31, 2025, $17,662,861, and for the fiscal quarter ended on March
31, 2026, $19,262,068 .

 &ldquo; ECF Prepayment Percentage &rdquo;
means, with respect to any fiscal year of the Borrower, (a) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of
such fiscal year exceeds 3.75 to 1.00, 50%, (b) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of such fiscal year
is less than or equal to 3.75 to 1.00 but is greater than 2.75 to 1.00, 25%, and (c) if the Total Funded Debt/Adjusted EBITDA Ratio
as of the end of such fiscal year is less than or equal to 2.75 to 1.00, 0%.

 &ldquo; Eligible Assignee &rdquo;
 means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other
than a natural Person) approved by (i) the Administrative Agent and (ii) unless an Event of Default has occurred and
is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that, notwithstanding
the foregoing, &ldquo; Eligible Assignee &rdquo; shall not include the Borrower or any Guarantor or any of the Borrower&rsquo;s
or such Guarantor&rsquo;s Affiliates or Subsidiaries.

 &ldquo; Eligible Line of Business &rdquo;
means any business engaged in as of the Closing Date by the Borrower or any of its Subsidiaries, and any business reasonably related
thereto.

 &ldquo; Environmental Claim &rdquo;
 means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree,
penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to,
or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material,
(c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental
Law or order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to occupational
health or safety, natural resources or the environment.

 &ldquo; Environmental Law &rdquo;
means any current or future Legal Requirement pertaining to (a) the protection of occupational health or safety and the indoor
or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection
or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation,
treatment, storage, disposal,

 - 14 -

 Release, threatened Release, abatement, removal, remediation
or handling of, or exposure to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water
or groundwater), and any amendment, rule, regulation, order or directive issued thereunder.

 &ldquo; Equity &rdquo; means,
as of any date of determination, the cumulative amount of proceeds resulting from the issuance of equity by, or the cash contribution
to, the Borrower after the Closing Date; provided , however , that for purposes of this Agreement and any other Loan
Document, Equity shall not include any Specified Equity Contribution.

 " ERISA &rdquo; means the
Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto, and the regulations promulgated
thereunder.

 &ldquo; Euro &rdquo; or &ldquo; € &rdquo;
means the single currency of Participating Member States.

 &ldquo; Event of Default &rdquo;
means any event or condition identified as such in Section 9.1 hereof.

 &ldquo; Event of Loss &rdquo;
means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property or (b) any
condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of
such Property or the requisition of the use of such Property (or any deed in lieu thereof).

 &ldquo; Excess Cash Flow &rdquo;
means, in respect of any fiscal year of the Borrower, an amount equal to, without duplication,

 (a) EBITDA for such period,

 (i)
 minus the sum of all scheduled payments of principal on funded senior debt for the applicable
 period ending on the date of determination (including the principal component of payments due on Capital Leases during the
 applicable period ending on the date of determination);

 (ii)
 minus cash Interest Expense for such period;

 (iii)
 minus amounts paid in cash in respect of tax expense (including, without limitation, any federal,
 state, provincial, territorial, local and foreign income, gross margin and franchise taxes and similar taxes) with respect
 to such period;

 (iv)
 minus increases in Working Capital;

 (v)
 plus decreases in Working Capital;

 (vi)
 minus optional prepayments of non-revolving funded senior debt and of revolving funded
 senior debt accompanied by a corresponding commitment reduction (in each case, other than the Credits (as defined

 - 15 -

 under the
 First Lien Credit Agreement)) except in each case to the extent financed with the proceeds of other debt;

 (vii)
 minus without duplication, all other cash charges paid during such period that were added-back
 in the determination of EBITDA for such period, (including realized currency exchange and hedging losses);

 (viii)
 minus to the extent consisting of payments of cash during such period and except to the extent
 financed with the proceeds of debt, additional Equity or any funds included in Available Excess Cash Flow pursuant to clause
 (ii) of the definition thereof, (A) Capital Expenditures, (B) Permitted Acquisitions, Permitted Expansions, Permitted
 New Facilities and other permitted Investments in third parties (other than cash equivalents), and (C) permitted Restricted
 Payments;

 (ix)
 minus Capital Expenditures, Permitted Acquisitions, Permitted Expansions, Permitted New Facilities
 and/or permitted Investments that the Borrower or any Subsidiary shall, during such applicable period, become obligated to
 make in cash but that are not made during such applicable period; provided, that (A) the Borrower shall deliver a certificate
 to the Administrative Agent not later than one-hundred and eighty (180) days after the end of such applicable period, signed
 by an officer of the Borrower and certifying that such Capital Expenditures, Permitted Acquisitions, Permitted Expansions,
 Permitted New Facilities and/or permitted Investments that were made during the one-hundred and eighty (180) days following
 the applicable period, and (B) any amount so deducted shall not be deducted again in a subsequent applicable period;

 (x)
 minus the amount of management or other fees and related expenses paid in cash to any ONCAP Entity,
 Venanpri, Griffon or any Affiliate thereof during such period;

 (xi)
 minus losses excluded from the calculation of Consolidated Net Income by operation of clause
 (i) of the definition thereof that are paid or realized in cash during such Excess Cash Flow period;

 (xii)
 plus extraordinary, unusual or non-recurring cash gains excluded from the calculation of EBITDA
 (including realized currency exchange and hedging gains);

 (xiii)
 plus cash received from divestitures to the extent that such cash was not included in the calculation
 of EBITDA;

 (xiv)
 minus any earn-out and deferred purchase price obligations paid during such period that were
 added back in the determination of EBITDA for such period (including, without limitation, in connection with the Merv Acquisition);

 - 16 -

 (xv)
 minus the amount of any payments of cash interest or payments of principal and accrued non-cash
 interest on subordinated indebtedness of the Borrower and any distributions to Holdings for payment of cash interest or payments
 of principal and accrued non-cash interest on Holdings subordinated shareholder debt and convertible debentures; and

 (xvi)
 minus any distributions to Holdings to pay (or to fund further distributions to indirect equity
 holders to pay) tax liabilities attributable to the income of the Borrower and its Subsidiaries.

 Notwithstanding the foregoing, for
purposes of calculating Excess Cash Flow, the pro forma adjustments pursuant to clauses (ix) and (x) of the definition of &ldquo;EBITDA&rdquo;
shall not be taken into account in the calculation of Excess Cash Flow.

 &ldquo; Excluded Assets &rdquo;
means each of the following: (a) the JV Real Property, (b) all of the Equity and assets of the Excluded Subsidiaries, (c) the Securitization
Notes, (d) the bank accounts listed on Schedule I attached hereto that are used solely and exclusively to service the Permitted
MUFG AR Program and in which the funds contained therein are derived exclusively from loans advanced by MUFG or receipts of payment
on accounts receivable purchased by Special Purpose Entities in connection with the Permitted MUFG AR Program, (e) assets of the
Mexican Subsidiaries where providing second ranking Encumbrances in favour of the Administrative Agent is prohibited by applicable
law or creates a risk of criminal liability for any Mexican Subsidiary and its directors and officers, and (f) any IEEPA Refund
assigned or payable to Griffon, Venanpri or their respective Affiliates (other than Holdings and its Subsidiaries) pursuant to
the IEEPA Refund Letter Agreement.

 &rdquo; Excluded Collateral &rdquo;
is defined in Section 5.5 hereof.

 &ldquo; Excluded Subsidiaries &ldquo;
means (i) Bellota Venezuela, a Venezuela corporation and Ames True Temper Global Sourcing Office and ClosetMaid (Jiangmen) Storage
Limited, Chinese corporations, and (ii) the Special Purpose Entities.

 &ldquo; Excluded Swap Obligation &rdquo;
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such
Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof)
is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Guarantor&rsquo;s failure for any reason to constitute
an &ldquo;eligible contract participant&rdquo; as defined in the Commodity Exchange Act and the regulations thereunder at the time
the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation.
If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

 &ldquo; Executive Order &rdquo;
has the meaning set forth in Section 6.26.

 - 17 -

 &ldquo; Excluded Taxes &rdquo;
means, with respect to a Recipient, (a) Taxes imposed on or measured by such Recipient&rsquo;s net income (however denominated)
or franchise Taxes, in each case (i) imposed on it by any jurisdiction (or any political subdivision therein) under the Applicable
Laws of which such Recipient is organized or resident for tax purposes or in which its principal office is located or, in the case
of any Lender, in which its applicable lending office is located, or (ii) Taxes that are Other Connection Taxes, (b) any
branch profits Tax or any similar Tax that is imposed by any jurisdiction described in clause (a) above, (c) any Taxes
arising from a Recipient&rsquo;s failure to properly comply with Section 13.1(f), (d) any Taxes arising from a Recipient&rsquo;s
failure to properly comply with such Recipient&rsquo;s obligations imposed under the Canada-United States Enhanced Tax Information
Exchange Agreement Implementation Act (Canada) or the similar provisions of legislation of any other jurisdiction that has
entered into an agreement with the United States of America to provide for the implementation of FATCA-based reporting in that
jurisdiction, and for certainty including in all circumstances any U.S. federal withholding Taxes for or in respect of FATCA,
(e) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable
interest in a Loan pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan, or (ii)
such Recipient changes its lending office, except in each case to the extent that, pursuant to Section 13.1, amounts with respect
to such Taxes were payable either to such Recipient&rsquo;s assignor immediately before such Recipient became a party hereto or
to such Recipient immediately before it changed its lending office, and (f) any Canadian withholding Taxes arising as a result
of: (i) the Recipient not dealing at arm&rsquo;s length ( within the meaning of the Tax Act) with a Credit Party; (ii) the Recipient
being a &ldquo;specified non-resident shareholder&rdquo; (as defined in subsection 18(5) of the Tax Act) of a Credit Party or not
dealing at arm&rsquo;s length (for the purposes of the Tax Act) with a &ldquo;specified shareholder&rdquo; (as defined in subsection
18(5) of the Tax Act) of a Credit Party; or (iii) a Credit Party being a &ldquo;specified entity&rdquo; (as defined in subsection
18.4(1) of the Tax Act) in respect of a Recipient, except in each case of (i) to (iii) above, where the non-arm&rsquo;s length
relationship arises, the recipient is a specified non-resident shareholder of a Credit Party or does not deal at arm&rsquo;s length
with a specified shareholder of a Credit Party, or a Credit Party is a specified entity in respect of a Recipient, as applicable,
solely as a result of having entered into or performed its obligations hereunder or under any other Loan Document.

 &ldquo; Existing Debt &rdquo;
means the indebtedness owing by the Acquired Companies that does not constitute indebtedness permitted hereunder.

 &ldquo; FATCA &rdquo; 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 regulations or official interpretations thereof,
any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such
Sections of the Code.

 &ldquo; FCPA &rdquo; means the
U.S. Foreign Corrupt Practices Act of 1977.

 &ldquo; Federal Flood Insurance &rdquo;
means, federally backed Flood Insurance available under the National Flood Insurance Program in the United States to owners of
real property

 - 18 -

 improvements located in Special Flood Hazard Areas in
the United States in a community participating in the National Flood Insurance Program in the United States.

 &ldquo; Federal Funds Effective
Rate &rdquo; means, for any day, the rate on overnight federal funds transactions calculated by the Federal Reserve Bank of
New York as the federal funds effective rate, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for that day on overnight
federal funds transactions received by the Administrative Agent from three depository institutions of recognized standing selected
by the Administrative Agent.

 &ldquo; FEMA &rdquo; means, the
Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood
Insurance Program.

 &ldquo; FIRREA &rdquo; means
the Financial Institutions Reform, Recovery and Enforcement Act of 1989 .

 &ldquo; First Lien Administrative
Agent &rdquo; means Toronto Dominion (Texas) LLC, in its capacity as administrative agent for the lenders under the First Lien
Credit Agreement, and its successors and permitted assigns.

 &ldquo; First Lien Credit Agreement &rdquo;
means the credit agreement dated as of the Closing Date among, inter alios , the Borrower, the guarantors party thereto,
the lenders party thereto and the First Lien Administrative Agent, providing for the First Lien Facilities, as such agreement may
be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

 &ldquo; First Lien Facilities &rdquo;
means the senior secured credit facilities made available to the Borrower pursuant to the First Lien Credit Agreement, in such
amount as is permitted under the Second Lien Tranche A Intercreditor Agreement and any refinancing, replacement or extension thereof
permitted under the terms of the Second Lien Tranche A Intercreditor Agreement.

 &ldquo; Fixed Charge Coverage Ratio &rdquo;
has the meaning set forth in Section 8.23(c).

 &ldquo; Flood Insurance &rdquo;
means, for any real estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets the
requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. Flood Insurance shall be in an amount equal
to the maximum secured amount under the Mortgage for the relevant Mortgaged Property, the full unpaid balance of the Borrowings
and any prior encumbrances on the real property up to the maximum policy limits set under the National Flood Insurance Program,
in each case, with deductibles not to exceed $50,000.

 &ldquo; Foreign Lender &rdquo;
means any Lender that is not a U.S. Person.

 &ldquo; Foreign Subsidiary &rdquo;
means (i) Bellota Venezuela C.A., Ames True Temper Global Sourcing Office and ClosetMaid (Jiangmen) Storage Limited, and (ii) each
Subsidiary

 - 19 -

 which is organized under the laws of a jurisdiction
other than (x) the United States of America or any state thereof or the District of Columbia or (y) Canada or any province
or territory thereof, in which the granting of a guarantee in favour of the Administrative Agent will have a material adverse tax
consequence to the Borrower (or any of its Subsidiaries as reasonably determined by the Borrower in good faith consultation with
the Administrative Agent). As of the Closing Date, the Foreign Subsidiaries are listed on Schedule A.

 &ldquo; Fund &rdquo; means
any Person (other than a natural Person) 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 its business.

 &ldquo; GAAP &rdquo; means generally
accepted accounting principles in the United States applied on a consistent basis; provided that the Loan Documents shall permit
the Borrower and its Subsidiaries to convert their financial reporting from generally accepted accounting principles in the United
States to IFRS and, following such conversion, &ldquo;GAAP&rdquo; shall mean IFRS applied on a consistent basis.

 &ldquo; Governmental Authority &rdquo;
means the government of the United States of America, Canada or any other nation, or of any political subdivision thereof, whether
state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central Bank).

 &ldquo; Griffon &rdquo; means
Griffon Corporation, a Delaware corporation.

 &ldquo; Griffon Entities &rdquo;
means Griffon and each member of the Griffon Group that holds shares of the common stock or other Equity of the Borrower.

 &ldquo; Griffon Group &rdquo;
means, collectively, Griffon and each of its direct and indirect Subsidiaries.

 &ldquo; Group &rdquo; means:

 (a) in the case of any entity who is an individual, (i) such entity, and (ii) all trusts solely for the benefit of such
entity that are controlled solely by such entity;

 (b) in the case of any entity that is a partnership, (i) such entity, (ii) its limited, special and general partners,
and (iii) all Affiliates of such entity; and

 (c) in the case of any entity that is a corporation or a limited liability company, (i) such entity, (ii) its stockholders
or members, as the case may be, and (iii) all Affiliates of such entity.

 &ldquo; Guarantee &rdquo; and
&ldquo; Guarantees &rdquo; are each defined in Section 5.1 hereof.

 &ldquo; Guarantor &rdquo; and
&ldquo; Guarantors &rdquo; are each defined in Section 5.1 hereof.

 - 20 -

 &ldquo; Guarantor Security Agreement &rdquo;
means the security agreement dated as of the Closing Date between the Guarantors and the Administrative Agent, as such agreement
may be amended, modified, supplemented or restated from time to time.

 &ldquo; Hazardous Material &rdquo;
 means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material
which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including
crude oil or any fraction thereof) and (b) any material classified or regulated as &ldquo;hazardous&rdquo; or &ldquo;toxic&rdquo;
or words of like import pursuant to an Environmental Law.

 &ldquo; Hazardous Material Activity &rdquo;
means any activity, event or occurrence involving a Hazardous Material, including, without limitation, the manufacture, possession,
presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation,
handling of or corrective or response action to any Hazardous Material.

 &ldquo; Hedging Agreement &rdquo;
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of
these transactions (other than options or other rights to acquire capital stock or other equity interests of the Borrower).

 &ldquo; Historical Financials &rdquo;
is defined in the definition of Adjusted EBITDA.

 &ldquo; Holdings &rdquo; means
Merv MidCo LLC, the direct holder of all of the Equity of the Borrower.

 &ldquo; Holdings LLC Agreement &rdquo;
means that certain Amended and Restated Limited Liability Company Agreement, dated as of the Closing Date, by and among Merv HoldCo
LLC, VNPI Global Investments & Services, S.L., New Ames Equity Sub LLC, ONCAP Merv LP and the other Members (as defined therein)
from time to time party thereto.

 &ldquo; Hostile Acquisition &rdquo;
means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation
of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions
of the Board of Directors of such Person or by similar action if such Person is not a corporation, or as to which such approval
has been withdrawn.

 &ldquo; IEEPA Refund Letter Agreement &rdquo;
means the letter agreement, dated as of June 1, 2026, among Griffon Ames Holdco LLC, Merv HoldCo LLC, VNPI Global Investments &
Services, S.L.

 &ldquo; IEEPA Refunds &rdquo;
has the meaning ascribed to such term in the IEEPA Refund Letter Agreement.

 &ldquo; IFRS &rdquo; means international
financial reporting standards.

 &ldquo; Immaterial Subsidiary &rdquo;
means a Foreign Subsidiary and in respect of which:

 - 21 -

 (a) the EBITDA of such Subsidiary as at the end of any Fiscal Quarter, calculated for the preceding Four Quarter Period (with EBITDA
to be calculated for each such Subsidiary by substituting the reference to the Borrower in such definition and each constituent
definition thereof for such Subsidiary and on an unconsolidated basis) constitutes less than 1.5% of the consolidated EBITDA of
the Borrower for such Fiscal Quarter;

 (b) the book value of the Property of such Subsidiary is less than 1.5% of the consolidated book value of the Property of the Borrower;

 (c) the aggregate EBITDA of all Immaterial Subsidiaries is less than 3% of the EBITDA of the Borrower and the aggregate book value
of Property of all Immaterial Subsidiaries is less than 3% of the book value of Property of the Borrower, and

 (d) the Borrower has designated such Subsidiary as an Immaterial Subsidiary;

 and &ldquo; Immaterial Subsidiaries &rdquo;
means all such Subsidiaries.

 &ldquo; Included Subsidiary &rdquo;
means any direct or indirect Subsidiary of the Borrower that has provided or is required to provide a Guarantee but for certainty
does not include Excluded Subsidiaries or Foreign Subsidiaries. As of the Closing Date and following completion of the Merv Acquisition,
each Included Subsidiary is listed in Schedule A.

 &ldquo; Indebtedness for Borrowed
Money &rdquo; means for any Person (without duplication) (whether pari passu or subordinated to any of the Obligations)
(a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the
issuance of debt securities and including the Term Loans), (b) all indebtedness for the deferred purchase price of property
or services (other than trade accounts payable and accrued expenses arising in the ordinary course of business), (c) all Indebtedness
for Borrowed Money of Persons other than the Borrower or any Subsidiary secured by any Lien upon Property of such Person, whether
or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations
of such Person, and (e) all obligations of such Person on or with respect to letters of credit.

 &ldquo; Indemnified Taxes &rdquo;
means Taxes, other than Excluded Taxes.

 &ldquo; Indemnitee &rdquo; is
defined in Section 13.16(a) hereof.

 &ldquo; Information &rdquo; is
defined in Section 13.26 hereof.

 &ldquo;Insolvency Legislation&rdquo;
 means legislation in any applicable jurisdiction relating to reorganization, liquidation, insolvency, administration, arrangement,
compromise or re adjustment of debt, dissolution or winding up, or any similar legislation, and specifically includes for greater
certainty the Canadian Insolvency Laws, the Bankruptcy Code (United States), the Spanish Insolvency Law (Spain) and the Colombian
Insolvency Law (Colombia).

 - 22 -

 &ldquo; Interest Expense &rdquo;
means, with respect to any Person for any period, the sum of (without duplication) (a) gross interest expense of such Person
for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all
fees (including fees with respect to swap agreements) payable in connection with the incurrence of debt to the extent included
in interest expense, (iii) undrawn commitment fees in respect of debt, and (iv) the portion of any payments or accruals
with respect to capital lease obligations allocable to interest expense; and (b) capitalized interest of such Person. For
purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received
and costs incurred by the Borrower and its Subsidiaries with respect to swap agreements, and interest on a capital lease obligation
shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such
capital lease obligation in accordance with GAAP. For clarity, Interest Expense will not include costs associated with any factoring
of the Borrower&rsquo;s or any Subsidiary&rsquo;s accounts receivable.

 &ldquo; Interest Period &rdquo;
means the period commencing on the date the Borrowing of the Term Loans is advanced or continued and ending 3 months thereafter;
 provided, however, that:

 (a) whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest
Period shall be extended to the next succeeding Business Day; provided that if such extension would cause the last day of
the Interest Period to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding
Business Day; and

 (b) no Interest Period shall extend beyond the Maturity Date.

 &ldquo; Investments &rdquo; means
financial assistance, acquisitions, mergers, amalgamations and consolidations, investments, loans and advances.

 &ldquo; Judgment Currency &rdquo;
is defined in Section 13.27(a) hereof.

 &ldquo; Judgment Currency Conversion
Date &rdquo; is defined in Section 13.27(a) hereof.

 &ldquo; JV Real Property &rdquo;
means each of the following: (a) the properties owned by The Ames Companies, LLC (but for (ii) which is owned by Garant GP) located
at the following addresses: (i) 650 Southwest 27th Ave, Ocala, FL 34471; and (ii) 375, chem Saint-Francois Ouest, Saint-Francois-de-la-Riviere-du-Sud,
Qu&eacute;bec, G0R 3A0; (iii) the assets and the real property and/or the improvements thereon located at 1500 S. Cameron St, Harrisburg,
PA 17104; (iv) the Champion assets and the real property and/or the improvements thereon located at 125 Roaring Run Road, Champion,
PA 15622; (v) the assets and the real property and/or the improvements thereon located at 2 Maple Street, Wallingford, VT 05742;
and (vi) the Pine Valley assets and the real property and/or the improvements thereon located at 114 Smith Road, Pine Valley, NY
13850.

 &ldquo; JV Real Property Bank Account &rdquo;
means the bank account (no. 169704.1) maintained by the Borrower at UMB Bank, N.A.

 - 23 -

 &ldquo; Legal Requirement &rdquo;
means any treaty, convention, statute, law, regulation, ordinance, governmental license, permit, governmental approval, injunction,
judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state, provincial, territorial
or local.

 &ldquo; Lenders &rdquo; means
and includes each of the financial institutions from time to time party to this Agreement, including each assignee Lender pursuant
to Section 13.13 hereof.

 &ldquo; Lending Office &rdquo;
is defined in Section 10.3 hereof.

 &ldquo; Lien &rdquo; means
any mortgage, lien, security interest, hypothec, pledge, charge or encumbrance of any kind in respect of any Property, including
the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.

 &ldquo; Limited Recourse Guarantee &rdquo;
and &ldquo; Limited Recourse Guarantees &rdquo; are each defined in Section 5.1(b) hereof.

 &ldquo; Loan &rdquo; means the
Term Loans.

 &ldquo; Loan Documents &rdquo;
means this Agreement, the Collateral Documents, the Guarantees, the Second Lien Tranche A Intercreditor Agreement, the Pari Passu
Second Lien Intercreditor Agreement, the Agency Fee Letter and each other instrument or document to be delivered hereunder or thereunder
or otherwise in connection therewith from time to time.

 &ldquo; Maintenance Capital Expenditures &rdquo;
means Capital Expenditures of the Borrower made solely with respect to maintenance of its property or the property of any of its
Subsidiaries except to the extent financed with the proceeds of debt, additional Equity or cash on hand. Notwithstanding the foregoing,
the initial Maintenance Capital Expenditures shall be as follows: for the fiscal quarter ended on June 30, 2025, $ 300,099 ;
for the fiscal quarter ended on September 30, 2025, $ 2,449,419 ;
for the fiscal quarter ended on December 31, 2025, $ 545,058 ;
and for the fiscal quarter ended on March 31, 2026 $ 383,199.

 &ldquo; Material Adverse Effect &rdquo;
means (a) a material adverse change in, or material adverse effect upon, the operations, business, Property or condition (financial
or otherwise) of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower
or any Subsidiary to perform its obligations under any Loan Document or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Borrower or any Subsidiary of any Loan Document or the rights and remedies of the
Administrative Agent and the Lenders thereunder.

 &ldquo; Maturity Date &rdquo;
means December 9, 2029, or such earlier date on which the Term Loans become due and payable pursuant to the terms hereof.

 &ldquo; Merv Acquisition &rdquo;
 means the Acquisition by the Borrower of all of the issued and outstanding Equity of the Acquired Companies.

 - 24 -

 &ldquo; Mexican Subsidiaries &rdquo;
means each of Bellota M&eacute;xico, S.A. de C.V., Manufacturera Corona Clipper, S.A. de C.V. and Venanpri Tools Monterrey S. de
R.L. de C.V.

 &ldquo; Moody&rsquo;s &rdquo;
means Moody&rsquo;s Investors Service, Inc.

 &ldquo; Mortgage &rdquo; means
the mortgages, deeds of trust, deeds of hypothec, or deeds to secure debt delivered pursuant to Section 5.6, as amended, supplemented
or otherwise modified from time to time, with respect to Mortgaged Properties, each in a form as agreed between the Administrative
Agent and the Borrower.

 " Mortgaged Property "
means each parcel of real property and the improvements thereto owned by any Credit Party on the Closing Date or acquired thereafter
with respect to which a Mortgage is to be granted in favour of the Administrative Agent and includes each other parcel of real
property and the improvements thereto owned by any Credit Party with respect to which a Mortgage is granted pursuant to a Mortgage.

 &ldquo; MUFG &rdquo; means MUFG
Bank, Ltd.

 &ldquo; Multiemployer Plan &rdquo;
 means a &ldquo;multiemployer plan&rdquo; as defined in Section 4001(a)(3) of ERISA and to which a member of the Controlled
Group is making, or is obligated to make (or made or was obligated to make in the preceding five-year period) contributions, other
than any such plan contributed to by a Person who is considered a member of the Controlled Group solely pursuant to subsection
(m) or (o) of Section 414 of the Code.

 &ldquo; Net Cash Proceeds &rdquo;
means, as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds received by or for
such Person&rsquo;s account, net of (i) reasonable direct costs relating to such Disposition, (ii) sale, use or other
transactional taxes (including any income taxes arising therefrom) paid or payable by such Person as a direct result of such Disposition,
(iii) any debt secured by the assets subject to such Disposition which is repaid in connection with such Disposition, and
(iv) reserves for contingent obligations such as purchase price adjustments and indemnification obligations required by the
terms of the related purchase agreement; (b) with respect to any Event of Loss of a Person, cash and cash equivalent proceeds
received by or for such Person&rsquo;s account (whether as a result of payments made under any applicable insurance policy therefor
or in connection with condemnation proceedings or otherwise), net of reasonable direct costs incurred in connection with the collection
of such proceeds, awards or other payments; and (c) with respect to any offering of equity securities of a Person or issuance
of Borrower Unsecured Notes, cash and cash equivalent proceeds received by or for such Person&rsquo;s account, net of reasonable
legal, underwriting, and other fees and expenses incurred as a direct result thereof.

 &ldquo; Non-Speculative Hedging
Agreements &rdquo; means (a) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates
(from floating to fixed rates, from one floating rate to another floating rate, from fixed to floating rate, or otherwise) with
respect to any interest-bearing liability or investment of the Borrower or any Subsidiary within the parameters set by the sole
managing member of the Borrower, and (b) any Hedging Agreements entered into to hedge or mitigate commodity price or foreign exchange
risks incurred in the ordinary course of the Borrower&rsquo;s or any

 - 25 -

 Subsidiary&rsquo;s business as then currently conducted,
and, in each case, not for speculative purposes.

 &ldquo; Notice of Borrowing &rdquo;
is defined in Section 2.3 hereof.

 &ldquo; Obligation Currency &rdquo;
is defined in Section 13.27 hereof.

 &ldquo; Obligations &rdquo; means
all obligations of the Borrower to pay principal and interest on the Term Loans (including post petition interest and fees (including
any interest accruing after the filing of any petition in bankruptcy, application of relief or the commencement of any proceeding
under Debtor Relief Law relating to any Credit Party whether or not a claim for post-filing or post-petition interest is allowed
in the applicable proceeding)), all fees and charges payable hereunder, and all other payment obligations of the Borrower or any
of its Subsidiaries arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising,
due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired; provided , that
for purposes of Article 12, the Obligations of a Guarantor shall not include any Excluded Swap Obligations.

 &ldquo; OFAC &rdquo; means The
Office of Foreign Assets Control of the US Department of the Treasury.

 &ldquo; ONCAP &rdquo; means
 ONCAP Management Partners, L.P .

 &ldquo; ONCAP Entities &rdquo;
 means ONCAP, ONCAP III LP, ONCAP III (Canada) LP, Onex Parallel (ONCAP) III LP and ONCAP Investment Partners III LP (provided
that such Person at all times remains Controlled by ONCAP).

 &ldquo; Other Connection Taxes &rdquo;
means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the
jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to,
performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

 &ldquo; Other Taxes &rdquo; means
all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from
any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document, except such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 2.9).

 &ldquo; Pari Passu Second Lien Intercreditor
Agreement &rdquo; means the pari passu intercreditor agreement dated as of the Closing Date among the Credit Parties, the Lenders
party thereto, the Administrative Agent and the Second Lien Tranche B Administrative Agent, as such agreement may be amended, restated,
amended and restated, supplemented or otherwise modified subsequent to the date hereof

 - 26 -

 &ldquo; Participant Register &rdquo;
is defined in Section 13.12(b) hereof.

 &ldquo; PBGC &rdquo; means the
Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

 &ldquo; Perfection Requirements &rdquo;
means (a) in the case of any Colombian Credit Party, the notation of any share pledge in the shareholders&rsquo; registry ( libro
de registro de accionistas ) of the relevant Colombian entity, the registration of any pledge agreement in the Colombian Moveable
Security Registry, and the registration of any mortgage ( hipoteca ) over Colombian real property with the relevant Office
of Public Instruments ( Oficina de Registro de Instrumentos P&uacute;blicos ), and (b) in respect of any other jurisdiction,
the completion of any filing, registration, recording or similar step required under the laws of such jurisdiction for the creation,
perfection or enforceability of a Lien over the relevant Collateral.

 &ldquo; Permitted Acquisition &rdquo; means any
Acquisition with respect to which all of the following conditions shall have been satisfied:

 (a) the Acquired Business is in an Eligible Line of Business and upon consummation of the Acquisition any Subsidiary formed or
acquired in connection therewith will be an Included Subsidiary;

 (b) the Acquisition shall not be a Hostile Acquisition and, if the Acquisition involves an amalgamation involving the Borrower,
the Borrower must be the surviving entity;

 (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to any such Acquisition and furnished
to the Administrative Agent at such time reasonable details as to such Acquisition (including sources and uses of funds therefor),
and historical unaudited financial information of the Acquired Business for a two-year period;

 (d) in the case of Acquisitions with an aggregate purchase price of greater than $10,000,000, covenant compliance calculations
and three-year pro forma financial forecasts on a standalone basis (the &ldquo; Stand-Alone Projections &rdquo;) and
a consolidated basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning immediately following
the consummation of an Acquisition (taking into account synergies). Any Acquisition with an aggregate purchase price greater than
$50,000,000 will require the delivery of a quality of earnings report;

 (e) the Acquisition shall be funded exclusively with Available Excess Cash Flow and/or additional Equity;

 (f) if a new Subsidiary is formed or acquired as a result of or in connection with the Acquisition, the Borrower shall have complied
with the requirements of Article 5 hereof in connection therewith; and

 - 27 -

 (g) after giving effect to the Acquisition and any Credit Event in connection therewith, no Default or Event of Default shall exist,
including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma basis as of the end of
and for the most recently completed four fiscal quarter period occurring prior to the closing of the Acquisition for which financial
statements are available.

 Notwithstanding anything to the contrary
in this definition, the Merv Acquisition shall constitute a &ldquo;Permitted Acquisition&rdquo;.

 &ldquo; Permitted AR Program Collateral &rdquo;
is defined within the definition of &ldquo;Permitted MUFG AR Program&rdquo;.

 &ldquo; Permitted Expansion &rdquo;
means any expansion of an existing facility developed by the Borrower with respect to which all of the following conditions shall
have been satisfied:

 (a) the expansion is in an Eligible Line of Business;

 (b) any newly-formed or acquired Subsidiary will become an Included Subsidiary;

 (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to the development of any such expansion
and furnished to the Administrative Agent at such time reasonable details as to such expansion (including sources and uses of funds
therefor);

 (d) in the case of any expansion with an aggregate expected development cost of greater than $ 10,000,000 ,
covenant compliance calculations and the Stand-Alone Projections and three-year pro forma financial forecasts on a consolidated
basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning in the 3rd year following the completion
of such expansion;

 (e) after giving effect to the expansion of the existing facility and any Credit Event in connection therewith, no Default or Event
of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma
basis as of the end of and for the most recently completed four fiscal quarter period occurring prior to the completion of the
expansion for which financial statements are available; and

 (f) the expansion shall be funded exclusively with Available Excess Cash Flow and/or additional Equity.

 &ldquo; Permitted Liens &rdquo;
is defined in Section 8.9.

 &ldquo; Permitted MUFG AR Program &rdquo;
means any transaction or series of transactions pursuant to which the Sellers may sell, assign, convey or otherwise transfer to
the Special Purpose Entities (the &ldquo; AR Purchasers &rdquo;) , any accounts receivable of such Sellers (the &ldquo; Purchased
AR &rdquo;) on an arm&rsquo;s length basis for fair market value, without any recourse (other than recourse for (a) breach of
representation or eligibility criteria at time of sale, (b) failure of a Credit Party to comply with applicable law which negatively

 - 28 -

 impairs the collectability of the Purchased AR, (c)
reduction as a result of any defect in or adjustment to the related invoice, and (d) any other recourse satisfactory to the Administrative
Agent (acting reasonably) by the AR Purchasers against such Sellers for non-collection of such Purchased AR and, in connection
therewith, such Sellers may grant Liens to the AR Purchasers (or its trustee or agent) restricted to the Purchased AR and assets
specifically related to the Purchased AR, including all collections in respect of the Purchased AR, all segregated accounts into
which such collections are paid or deposited, all instruments, chattel paper and other documents evidencing the Purchased AR, and
all contracts, guarantees, insurance or other obligations in respect of the Purchased AR and all proceeds thereof (collectively,
the &ldquo; Permitted MUFG Liens &rdquo;).

 &ldquo; Permitted MUFG Liens &rdquo;
has the meaning set forth in the definition of Permitted MUFG AR Program.

 &ldquo; Permitted New Facility &rdquo;
means any new facility developed by the Borrower with respect to which all of the following conditions shall have been satisfied:

 (a) the new facility is in an Eligible Line of Business;

 (b) any newly-formed or acquired Subsidiary will become an Included Subsidiary;

 (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to the development of any such new
facility and furnished to the Administrative Agent at such time reasonable details as to such new facility (including sources and
uses of funds therefor);

 (d) in the case of any new facility with an aggregate expected development cost of greater than $10,000,000, covenant compliance
calculations and Stand-Alone Projections and three-year pro forma financial forecasts on a consolidated basis, and the Stand-Alone
Projections shall reflect a positive projected EBITDA beginning in the 3rd year following the commencement of such new facility;

 (e) the new facility shall be funded exclusively with Available Excess Cash Flow and/or additional Equity; and

 (f) after giving effect to the development of the new facility and any Credit Event in connection therewith, no Default or Event
of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma
basis as of the end of and for the most recently completed four fiscal quarter period occurring prior to the initiation of the
new facility for which financial statements are available.

 &ldquo; Permitted Tax Distributions &rdquo;
means for any taxable period (or portion thereof) for which the Borrower or any of its Subsidiaries are members of a consolidated,
combined, unitary or similar income tax group (or, where the Borrower is an entity disregarded from its owner, the Borrower&rsquo;s
regarded owner) for U.S. federal or applicable state or local income tax purposes (a &ldquo; Tax Group &rdquo;), distributions
by the Borrower and/or any applicable Subsidiary to pay the portion of any U.S. federal, state or local taxes (as applicable) of
such Tax Group for such taxable period that are attributable to the taxable

 - 29 -

 income or activities of the Borrower and/or the applicable
Subsidiaries; provided that the amount of such payments made in respect of such taxable period in the aggregate will not exceed
the amount that the Borrower and the applicable Subsidiaries would have been required to pay in respect of such taxable income
each as stand-alone taxpayers or a stand-alone Tax Group (determined without duplication).

 &ldquo; Permitted Transactions with
Affiliates &rdquo; is defined in Section 8.17.

 &ldquo; Person &rdquo; means
an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other
entity or organization, including a government or agency or political subdivision thereof.

 &ldquo; Plan &rdquo; means any
&ldquo;employee pension benefit plan&rdquo; as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is subject
to the provisions of Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section
302 of ERISA that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled
Group or (b) is contributed to by (or to which there is or may be an obligation to contribute of) a member of the Controlled
Group, and each such plan for the five-year period immediately following the latest date on which a member of the Controlled Group
maintained, contributed to or had an obligation to contribute to such plan.

 &ldquo; PPSA &rdquo; means the
 Personal Property Security Act (Ontario) as in effect from time to time and comparable legislation of any province or territory
of Canada where any of the Credit Parties carry on business, and, in respect of the Province of Qu&eacute;bec, the Civil Code of
Qu&eacute;bec as in effect from time to time in such province.

 &ldquo; Premises &rdquo; means
the real property owned or leased by the Borrower or any Subsidiary.

 &ldquo; Property &rdquo; means,
as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included
in the most recent balance sheet of such Person and its subsidiaries under GAAP.

 &ldquo; Purchase Agreement &rdquo;
means the amended and restated master transaction agreement dated on or about June 7 ,
2026 among, inter alios , the Borrower, as purchaser, Griffon Ames Holdco LLC, VNPI Global Investments & Services, S.L.,
and Bellota Holding AG, as sellers, pursuant to which the Borrower shall purchase the Acquired Companies.

 &ldquo; QFC Credit Support &rdquo;
is defined in Section 13.29 hereof.

 &ldquo; Qualified ECP Guarantor &rdquo;
means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee
or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes
an &ldquo;eligible contract participant&rdquo; under the Commodity Exchange Act or any regulations promulgated thereunder and can
cause another Person to qualify as an &ldquo;eligible contract participant&rdquo; at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

 - 30 -

 &ldquo; RCRA &rdquo; means the
 Solid Waste Disposal Act , as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid
Waste Amendments of 1984 , 42 U.S.C. &sect;&sect; 6901 et seq. , and any future amendments.

 &ldquo; Recipient &rdquo; means
(a) the Administrative Agent or (b) any Lender, as applicable.

 " Register &rdquo; is defined
in Section 13.13 hereof.

 &ldquo;Related
Parties&rdquo; means, with respect to any Person, such Person&rsquo;s Affiliates and the partners, directors, officers,
employees, trustees, administrators, managers, and representatives, of such Person and
of such Person&rsquo;s Affiliates.

 &ldquo; Release &rdquo; means
any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or
disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums,
containers, tanks or other receptacles containing or previously containing any Hazardous Material.

 &ldquo; Relevant Four Fiscal Quarter
Period &rdquo; is defined in Section 8.23(e) hereof.

 &ldquo; Relevant Governmental Body &rdquo;
means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

 &ldquo; Reportable Event &rdquo;
 means an event described in Section 4043(c) of ERISA with respect to a Plan (other than any Plan maintained by a Person
who is considered a member of the Controlled Group solely pursuant to subsection (m) or (o) of Section 414 of the Code).

 &ldquo; Required Lenders &rdquo;
means, as of the date of determination thereof, Lenders whose combined outstanding Term Loans constitute more than 50% of the sum
of the total outstanding Term Loans; provided that , for purposes of determining whether there are only two Lenders,
Lenders that are Affiliates of one another or are managed, advised or sub-advised by the same investment adviser, manager or Approved
Fund shall be deemed to constitute one Lender. If, after giving effect to the foregoing sentence, there are only two Lenders, the
consent of both such Lenders shall be required.

 &ldquo; Residual Excess Cash Flow &rdquo;
means, with respect to any fiscal year of the Borrower, that part of such Excess Cash Flow which is not required to be applied
by the Borrower as a mandatory prepayment out of Excess Cash Flow pursuant to Section 2.5(b)(iii) hereof.

 &ldquo; Restricted Payments &rdquo;
is defined in Section 8.13 hereof.

 &ldquo; RPMRR &rdquo; means the
Register of Personal and Movable Real Rights for the Province of Qu&eacute;bec.

 &ldquo; RSM Report &rdquo; is
defined in the definition of &ldquo; EBITDA &rdquo;.

 - 31 -

 &ldquo; S&P &rdquo; means
S&P Global Ratings, a division of S&P Global Inc., and any successor owner of such division.

 &ldquo; Sanction(s) &rdquo; means,
at any time, any international economic, trade or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes
administered or enforced by the United States Government (including without limitation, OFAC and the U.S. Department of State),
the Government of Canada (including Global Affairs Canada and Public Safety Canada), the United Nations Security Council, the European
Union, the United Kingdom (including His Majesty&rsquo;s Treasury) or other relevant sanctions authority.

 &ldquo; Sanctioned Entity &rdquo;
means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or
indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in
each case, that is subject to a country sanctions program administered and enforced by OFAC, the US Department of State or any
equivalent or similar agency or body in Canada. It being agreed that Sanctioned Entities as of the date hereof include, without
limitation, the so-called Donetsk People&rsquo;s Republic region of Ukraine, the so-called Luhansk People&rsquo;s Republic region
of Ukraine, the Crimea Region of Ukraine, the Kherson and Zaporizhzhia oblasts of Ukraine, Cuba, Iran, Sudan, and North Korea.

 &ldquo; Sanction Event &rdquo;
has the meaning set forth in Section 8.26(a).

 &ldquo; Sanctioned Person &rdquo;
means at any time, (a) any person that is the subject or target of any Sanctions, (b) a person named on the list of Specially Designated
Nationals maintained by OFAC, (c) any person 50% or more owned or controlled by any such person or persons described in the foregoing
clauses, or that is otherwise directly or indirectly owned or controlled (individually or in the aggregate) by, or acting on behalf
of, any such person or persons, or (d) any Person that is otherwise the subject of Sanctions, including, for purposes of Sanctions
imposed by Canada, any entity deemed to be controlled by a person or persons described in clauses (a) through (c), including, but
not limited to the circumstances in which (i) such person or persons, individually or in the aggregate, hold, directly or indirectly,
50% or more of the shares or ownership interests in the entity or 50% or more of the voting rights in the entity or are able, directly
or indirectly, to change the composition or powers of the entity&rsquo;s board of directors, or (ii) it is reasonable to conclude,
having regard to all the circumstances, that such person or persons, individually or in the aggregate, are able, directly or indirectly
and through any means, to direct the entity&rsquo;s activities.

 &ldquo; Sanctions Programs &rdquo;
means all laws, regulations, and Executive Orders administered by OFAC, including without limitation, the Bank Secrecy Act, Anti-Money
Laundering Laws (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), the United Nations Act (Canada), the
Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), Export
and Import Permits Act (Canada), the Criminal Code (Canada) and the Freezing Assets of Corrupt Foreign Officials Act (Canada)),
and all economic and trade sanction programs administered by OFAC, any and all similar United States or Canadian federal laws,
regulations or Executive Orders (whether

 - 32 -

 administered by OFAC or otherwise), and any similar
laws, regulations or orders adopted by any State within the United States and any province within Canada.

 &ldquo; Second Lien Tranche
A Intercreditor Agreement &rdquo; means the intercreditor agreement dated as of the Closing Date among the Credit Parties, the
First Lien Administrative Agent and the Administrative Agent, as such agreement may be amended, restated, amended and restated,
supplemented or otherwise modified subsequent to the date hereof.

 &ldquo; Second Lien Tranche B Credit
Agreement &rdquo; means the credit agreement dated as of the Closing Date among, inter alios , the Borrower, the administrative
agent thereunder (the &ldquo; Second Lien Tranche B Administrative Agent &rdquo;), and the lenders party thereto among others,
as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms
hereof.

 &ldquo; Second Lien Tranche B Debt &rdquo;
means the Obligations under the Second Lien Tranche B Credit Agreement.

 &ldquo; Second Lien Tranche
B Security &rdquo; means the Liens granted by the Credit Parties in favour of the Second Lien Tranche B Administrative Agent
and lenders in connection with the Second Lien Tranche B Credit Agreement.

 &ldquo; Securitization Notes &rdquo;
means subordinate notes issued by the Special Purpose Entities to the Sellers in connection with the purchase of Purchased AR.

 &ldquo; Sellers &rdquo; has the
meaning ascribed to such term in Section 8.31.

 &ldquo; Senior Funded Debt &rdquo;
means Total Funded Debt less the Second Lien Tranche A Debt.

 &ldquo; Senior Funded Debt / Adjusted
EBITDA Ratio &rdquo; means, as of the last day of any fiscal quarter of the Borrower, the ratio of Senior Funded Debt of the
Borrower as of the last day of such fiscal quarter to Adjusted EBITDA of the Borrower for the period of four fiscal quarters then
ended.

 &ldquo; Security Agreements &rdquo;
means the security documents set out in Sections 5.1, 5.2 and 5.3 hereof.

 &ldquo; Spanish Civil Code &rdquo;
means the Spanish Civil Code (C&oacute;digo Civil) approved by Royal Decree of 24 July 1889, as amended from time to time.

 &ldquo; Spanish Civil Procedural
Law &rdquo; means Law 1/2000 of 7 January, on Civil Procedure ( Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil ), as
amended from time to time.

 &ldquo; Spanish Commercial Code &rdquo;
means the Spanish Commercial Code ( C&oacute;digo de Comercio ) approved by Royal Decree of 22 August 1885, as amended from
time to time.

 &ldquo; Spanish Companies Law &rdquo;
means the consolidated text of the Spanish Companies Law, approved by Royal Legislative Decree 1/2010 of 2 July ( Real Decreto
Legislativo

 - 33 -

 1/2010, de 2 de julio, por el que se aprueba el texto
refundido de la Ley de Sociedades de Capital), as amended from time to time.

 &ldquo; Spanish Credit Party &rdquo;
means any Credit Party incorporated or existing in Spain.

 &ldquo; Spanish Insolvency Law &rdquo;
means the consolidated text of the Spanish Insolvency Law, approved by Royal Legislative Decree 1/2020 of 5 May ( Real Decreto
Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal ), as amended from time to time
and in particular, without limitation, as amended by Law 16/2022, of 5 September.

 &ldquo; Spanish Public Document &rdquo;
means, a documento p&uacute;blico, being either an escritura p&uacute;blica or a p&oacute;liza or efecto intervenido
por fedatario p&uacute;blico .

 &ldquo; Spanish Royal Decree-Law
5/2005 &rdquo; means Spanish Royal Decree-Law 5/2005 of 11 March, on urgent reforms to encourage, among others, productivity
and improve public procurement ( Real Decreto-ley 5/2005, de 11 de marzo, de reformas urgentes para el impulso a la productividad
y para la mejora de la contrataci&oacute;n p&uacute;blica ), as amended from time to time.

 &ldquo; Spanish Security Agreements &rdquo;
means each Security Agreement governed by Spanish law.

 &ldquo; Special Flood Hazard Area &rdquo;
means, an area that FEMA&rsquo;s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding
the base flood elevation (a 100 year flood) in any given year.

 &ldquo; Special Purpose Entities &rdquo;
means the three entities (being Merv Receivables US LLC, Merv Receivables Canada GP Inc. and Merv Receivables Canada LP) formed
for the sole purpose of effecting the Permitted MUFG AR Program.

 &ldquo; Specified Capital Lease &rdquo;
means any lease entered into in connection with a sale and leaseback transaction permitted under the terms of this Agreement.

 &ldquo; Specified Equity Contribution &rdquo;
means (a) a cash common equity contribution or any other equity contribution (such other equity contribution to be reasonably
satisfactory to the Administrative Agent), or (b) an investment in the Borrower pursuant to Borrower Unsecured Notes, that
at the Borrower&rsquo;s option, is included in the calculation of Adjusted EBITDA for the purposes of determining compliance with
the financial covenants for the applicable fiscal quarter and applicable subsequent fiscal quarters.

 &ldquo; Stand-Alone Projections &rdquo;
is defined in the definition of Permitted Acquisition.

 &ldquo; Subsidiary &rdquo; means,
as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding
Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more
other entities that are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein,
the term &ldquo; Subsidiary &rdquo; means a Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries.

 - 34 -

 &ldquo; Subsidiary Guarantor &rdquo;
means each direct and indirect Wholly-owned Subsidiary of the Borrower that is an Included Subsidiary.

 &ldquo; Supported QFC &rdquo;
is defined in Section 13.29 hereof.

 &ldquo; Swap Obligation &rdquo;
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a &ldquo;swap&rdquo; within the meaning of section 1a(47) of the Commodity Exchange Act.

 &ldquo; Tax Act &rdquo; means
the Income Tax Act (Canada), and the regulations and rules promulgated thereunder, as amended, and any successor statute
thereto.

 &ldquo; Taxes &rdquo; shall mean
any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, withholdings or similar charges
(including ad valorem charges) imposed by any Governmental Authority and any and all interest and penalties related thereto.

 &ldquo; Term Credit &rdquo; means
the credit facility for the Term Loans described in Section 2.1 hereof.

 &ldquo; Term Loan &rdquo; is
defined in Section 2.1 hereof. The aggregate amount of the Term Loans outstanding on the Closing Date immediately after giving
effect to the Term Loans to be made on the Closing Date is $90,000,000, as set forth on Schedule H hereto.

 &ldquo; Term Loan Commitment &rdquo;
means with respect to the Term Loans, as to any Lender on the Closing Date, the obligation of such Lender to make its Term Loan
on the Closing Date in the principal amount not to exceed the amount set forth opposite such Lender&rsquo;s name in the &ldquo;Term
Loan Commitment&rdquo; column on Schedule H hereto. The aggregate amount of the Lenders&rsquo; unfunded Term Loan Commitments on
the Closing Date is $90,000,000 (which amount shall be fully funded on the Closing Date pursuant to Section 2.1 hereof).

 &ldquo; Term Loan Percentage &rdquo;
means, for each Lender, the percentage represented by (a) the sum of the outstanding aggregate principal amount of all Term
Loans then outstanding of such Lender relative to (b) the sum of the outstanding aggregate principal amount of all Term Loans
then outstanding of all Lenders.

 &ldquo; Test Period &rdquo; is
defined in the definition of Adjusted EBITDA.

 &ldquo; Total Funded Debt &rdquo;
means all funded Indebtedness for Borrowed Money (excluding Second Lien Tranche B Debt) of the Borrower and its Subsidiaries at
such time determined on a consolidated basis, minus , Unrestricted Cash. For clarity, Total Funded Debt shall include, but
not be limited to, the Credits (as defined under the First Lien Facilities) and Capital Leases (other than any Specified Capital
Leases) and shall not include Borrower Unsecured Notes, accounts receivable that have been sold to a third party factoring firm
or other third party financial institution (including the Permitted MUFG AR Program), any undrawn loan commitments or undrawn Letters
of Credit (as defined under the First Lien Facilities), any accrued liabilities related to unsecured subordinated debt, earn outs
(subject in each case to a subordination agreement satisfactory to the

 - 35 -

 Administrative Agent), hedging obligations, product
liability, warranty, pensions, deferred compensation, workers compensation, customer liens or healthcare and bonding requirements.

 &ldquo; Total Funded Debt/Adjusted
EBITDA Ratio &rdquo; means, as of the last day of any fiscal quarter of the Borrower, the ratio of Total Funded Debt of the
Borrower as of the last day of such fiscal quarter to Adjusted EBITDA of the Borrower for the period of four fiscal quarters then
ended.

 &ldquo; UCC &rdquo; means the
Uniform Commercial Code as in effect from time to time in the state of New York.

 &ldquo; Unrestricted Cash &rdquo;
means up to $20,000,000 (reducing to $10,000,000 after the end of the fourth fiscal quarter following the Closing Date) of cash
and/or cash equivalents of the Borrower and its Subsidiaries (in each case, free and clear of all Liens) to the extent the use
thereof for the application to payment of indebtedness is not prohibited by law or any contract to which the Borrower or any of
its Subsidiaries is a party and excluding cash and cash equivalents which (i) are listed as &ldquo;restricted&rdquo; on the consolidated
balance sheet of the Borrower and its Subsidiaries as of such date, (ii) constitute proceeds of a Specified Equity
Contribution or (iii) following the date on which control agreements are required under this Agreement with respect to accounts
located outside of Canada, are not held in accounts where the Administrative Agent does not have control (as defined in the UCC)
of such account.

 &ldquo; U.S. Dollars &rdquo;
or &ldquo; $ &rdquo; means the lawful currency of the United States of America.

 &ldquo; U.S. Government Securities
Business Day &rdquo; means any day except for (i) a Saturday, (ii) a Sunday or (iii) 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.

 &ldquo; U.S. Person &rdquo; means
any Person that is a &ldquo;United States Person&rdquo; as defined in Section 7701(a)(30) of the Code.

 &ldquo; U.S. Special Resolution
Regimes &rdquo; is defined in Section 13.29 hereof.

 &ldquo; Venanpri &rdquo; means
NATT Tools Group Inc. and its Subsidiaries.

 &ldquo; Voting Stock &rdquo;
of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power
for the election of directors or other similar governing body of such Person, other than stock or other equity interests having
such power only by reason of the happening of a contingency.

 &ldquo; Wholly-owned Subsidiary &rdquo;
means a Subsidiary of which all of the issued and outstanding shares of capital stock (other than directors&rsquo; qualifying shares
as required by law) or other equity interests are owned by the Borrower and/or one or more Wholly-owned Subsidiaries within
the meaning of this definition.

 - 36 -

 &ldquo; Working Capital &rdquo;
means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, (a) current assets (excluding
cash and cash equivalents, deferred taxes and accrued interest), minus (b) current liabilities (excluding the current portion
of long term indebtedness, outstanding Revolving Loans (as defined under the First Lien Facilities), the current portion of any
indebtedness attributable to Capital Leases, deferred Taxes and accrued interest); provided that increases or decreases
in Working Capital shall be calculated without regard to any changes in current assets or current liabilities as a result of any
(i) reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (ii) effects
of purchase accounting, or (iii) impacts from non-cash currency translation adjustments, non-cash unrealized derivatives, non-cash
reclassifications, interest, income taxes and dividends.

 1.2 Interpretation

 (a) The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words &ldquo; hereof &rdquo;,
&ldquo; herein &rdquo;, and &ldquo; hereunder &rdquo; and words of like import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement. The words &ldquo; include &rdquo;,
&ldquo; includes &rdquo;, and &ldquo; including &rdquo; shall be deemed to be followed by the phrase &ldquo; without
limitation &rdquo;. All references to time of day herein are references to New York City time, unless otherwise specifically
provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or
any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in
accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement.

 (b) For purposes of any assets, liabilities or entities located in the Province of Qu&eacute;bec and for all other purposes pursuant
to which the interpretation or construction of this Agreement or any Loan Document may be subject to the laws of the Province of
Qu&eacute;bec or a court or tribunal exercising jurisdiction in the Province of Qu&eacute;bec, (a) &ldquo;personal property&rdquo;
shall include &ldquo;movable property&rdquo;, (b) &ldquo;real property&rdquo; or &ldquo;real estate&rdquo; shall include &ldquo;immovable
property&rdquo;, (c) &ldquo;tangible property&rdquo; shall include &ldquo;corporeal property&rdquo;, (d) &ldquo;intangible property&rdquo;
shall include &ldquo;incorporeal property&rdquo;, (e) &ldquo;security interest&rdquo;, &ldquo;mortgage&rdquo; and &ldquo;lien&rdquo;
shall include a &ldquo;hypothec&rdquo;, &ldquo;right of retention&rdquo;, &ldquo;prior claim&rdquo;, &ldquo;reservation of ownership&rdquo;
and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the UCC or
the PPSA shall include publication under the Civil Code of Qu&eacute;bec , (g) all references to &ldquo;perfection&rdquo;
of or &ldquo;perfected&rdquo; liens or security interest shall include a reference to an &ldquo;opposable&rdquo; or &ldquo;set
up&rdquo; hypothec as against third parties, (h) any &ldquo;right of offset&rdquo;, &ldquo;right of setoff&rdquo; or similar expression
shall include a &ldquo;right of compensation&rdquo;, (i) &ldquo;goods&rdquo; shall include &ldquo;corporeal movable property&rdquo;
other than chattel paper, documents of title, instruments, money and securities, (j) an &ldquo;agent&rdquo; shall include a &ldquo;mandatary&rdquo;,
(k) &ldquo;construction liens&rdquo; or &ldquo;mechanics, materialmen, repairmen, construction contractors or other like Liens&rdquo;
shall include &ldquo;legal hypothecs&rdquo; and &ldquo;legal hypothecs in favor of persons having taken part in the construction
or renovation of an immovable&rdquo;, (l) &ldquo;joint and several&rdquo; shall include &ldquo;solidary&rdquo;, (m) &ldquo;gross

 - 37 -

 negligence or willful misconduct&rdquo; shall be deemed
to be &ldquo;intentional or gross fault&rdquo;, (n) &ldquo;beneficial ownership&rdquo; shall include &ldquo;ownership on behalf
of another as mandatary&rdquo;, (o) &ldquo;easement&rdquo; shall include &ldquo;servitude&rdquo;, (p) &ldquo;priority&rdquo; shall
include &ldquo;rank&rdquo; or &ldquo;prior claim&rdquo;, as applicable (q) &ldquo;survey&rdquo; shall include &ldquo;certificate
of location and plan&rdquo;, (r) &ldquo;state&rdquo; shall include &ldquo;province or territory&rdquo;, (s) &ldquo;fee simple title&rdquo;
shall include &ldquo;absolute ownership&rdquo; and &ldquo;ownership&rdquo; (including ownership under a right of superficies),
(t) &ldquo;accounts&rdquo; shall include &ldquo;claims&rdquo;, (u) &ldquo;legal title&rdquo; shall be including &ldquo;holding
title on behalf of an owner as mandatory or prete-nom&rdquo;, (v) &ldquo;ground lease&rdquo; shall include &ldquo;emphyteusis&rdquo;
or a &ldquo;lease with a right of superf…

EX-99.2 · c116668_ex99-2.htm

Type

EX-99.2

File

c116668_ex99-2.htm

Document text
EX-99.2 · c116668_ex99-2.htm EX-99.2 5 c116668_ex99-2.htm Exhibit 99.2 Execution Version THIS LOAN IS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) AS DEFINED BY SECTION 1273(a)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO THE INFORMATION REPORTING REQUIREMENTS SET FORTH IN TREASURY REGULATION 1.1275-3. PLEASE REQUEST IN WRITING INFORMATION REGARDING THE DEBT INSTRUMENT’S ISSUE PRICE, OID, ISSUE DATE, AND YIELD TO MATURITY IN THE MANNER SPECIFIED IN SECTION 13.9. SECOND LIEN TRANCHE B CREDIT AGREEMENT AMONG MERV FINCO LLC, as Borrower - and - THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, as Guarantors - and - THE LENDERS FROM TIME TO TIME PARTIES HERETO, as Lenders - and - UMB BANK, N.A. as Administrative Agent DATED June 9, 2026 TABLE OF CONTENTS Page Article 1 Definitions; Interpretation 1 1.1 Definitions 1 1.2 Interpretation 37 1.3 Currency References 39 1.4 Change in Accounting Principles 39 1.5 Divisions 39 1.6 Excluded Subsidiaries and Immaterial Subsidiaries 40 1.7 Special Purpose Entities 40 1.8 Canadian References 40 1.9 Permitted Liens 40 1.10 Exhibits and Schedules 40 1.11 Spanish Terms 41 Article 2 The Credit Facilities 42 2.1 Term Loan Commitments 42 2.2 Applicable Interest Rates; Fees 42 2.3 Advance of Term Loans on Closing Date 43 2.4 Maturity of Loans 43 2.5 Prepayments 44 2.6 Default Rate 47 2.7 Evidence of Indebtedness 48 2.8 [Reserved]. 48 2.9 Substitution of Lenders 48 Article 3 Fees 49 3.1 Fees 49 Article 4 Place and Application of Payments 49 4.1 Place and Application of Payments 49 Article 5 GuarantEes and Collateral 51 5.1 Guarantees 51 5.2 Security Delivered on the Closing Date 51 5.3 Security Delivered Upon Closing of the Merv Acquisition 52 5.4 Security Acknowledgement 52 5.5 Excluded Property 53 5.6 Liens on Real Property 54 5.7 Further Assurances 55 5.8 Limitations: Spain 55 5.9 Limitations: Colombia 55 i TABLE OF CONTENTS (continued) Page Article 6 Representations and Warranties 56 6.1 Organization and Qualification 56 6.2 Corporate Structure 56 6.3 Authority and Validity of Obligations 57 6.4 Execution, Delivery, Performance and Enforceability of Documents 57 6.5 Use of Proceeds; Margin Stock 57 6.6 Financial Reports 58 6.7 No Material Adverse Change 58 6.8 Full Disclosure 58 6.9 Trademarks, Franchises, and Licenses 59 6.10 Governmental Authority and Licensing 59 6.11 Good Title 59 6.12 Litigation and Other Controversies 59 6.13 Taxes 59 6.14 Approvals 60 6.15 Affiliate Transactions 60 6.16 Investment Company 60 6.17 ERISA 60 6.18 Canadian Defined Benefit Pension Plan 61 6.19 Compliance with Laws 62 6.20 Other Agreements 63 6.21 Solvency 63 6.22 No Broker Fees 63 6.23 No Default 63 6.24 OFAC 63 6.25 Anti-Corruption Laws 63 6.26 Sanctions Laws 64 6.27 Anti-Money Laundering Laws and Anti-Corruption Laws 64 6.28 RCRA 65 6.29 Charitable Status 65 6.30 Third-Party Benefit 65 Article 7 Conditions Precedent 65 7.1 All Credit Events 65 7.2 Conditions to Closing Date 66 Article 8 Covenants 70 8.1 Maintenance of Business 70 8.2 Maintenance of Properties 70 8.3 Taxes and Assessments 70 8.4 Insurance 70 8.5 Financial Reports and Notices 71 8.6 Inspection 74 8.7 Borrowings and Guarantees 74 8.8 Holdings 76 ii TABLE OF CONTENTS (continued) Page 8.9 Liens 76 8.10 Investments, Acquisitions, Loans and Borrowings 78 8.11 Amalgamations, Mergers, Consolidations and Sales 79 8.12 Maintenance of Subsidiaries 81 8.13 Dividends and Certain Other Restricted Payments 81 8.14 ERISA 83 8.15 Canadian Defined Benefit Pension Plan 83 8.16 Compliance with Laws, Etc 83 8.17 Burdensome Contracts with Affiliates 84 8.18 No Changes in Fiscal Year 85 8.19 Formation of Subsidiaries 85 8.20 Change in the Nature of Business and Liens 85 8.21 Use of Proceeds 85 8.22 No Restrictions 85 8.23 Financial Covenants 86 8.24 Limitation on Hedging Agreements 88 8.25 Real Property Matters 88 8.26 OFAC, Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws 89 8.27 Anti-Money Laundering and Anti-Terrorism Finance Laws; Foreign Corrupt Practices Act; Sanctions; Restricted Person 90 8.28 Foreign Subsidiaries 91 8.29 First Lien Credit Agreement, Second Lien Tranche A Debt and Second Lien Tranche A Security 91 8.30 Cash Management 91 8.31 Special Purpose Entities 91 8.32 JV Real Property 92 8.33 Insurance Certificates Covenant 92 Article 9 Events of Default and Remedies 92 9.1 Events of Default 92 9.2 Non Bankruptcy Defaults 95 9.3 Bankruptcy Defaults 96 9.4 Notice of Default 96 9.5 Appointment of a Monitor 96 9.6 Borrower’s Right to Cure 96 Article 10 Change in Circumstances 97 10.1 Change in Law 97 10.2 Increased Cost and Reduced Return 97 10.3 Lending Offices 99 Article 11 The Administrative Agent 99 11.1 Appointment and Authorization of Administrative Agent 99 11.2 Administrative Agent and Its Affiliates 99 11.3 Action by Administrative Agent 100 iii TABLE OF CONTENTS (continued) Page 11.4 Liability of Administrative Agent; Credit Decision 102 11.5 Indemnity 103 11.6 Resignation of Administrative Agent and Successor Administrative Agent 103 11.7 Designation of Additional Agents 104 11.8 Authorization to Release or Subordinate or Limit Liens 104 11.9 Authorization to Enter into, and Enforcement of, the Collateral Documents 105 11.10 Erroneous Payment 107 11.11 Certain ERISA Matters 109 11.12 Funding by Lenders; Presumption by Administrative Agent 110 11.13 Payments by the Borrower; Presumptions by Administrative Agent 110 Article 12 The Guarantees 111 12.1 The Guarantees 111 12.2 Guarantee Unconditional 111 12.3 Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances 112 12.4 Subrogation 113 12.5 Waivers 113 12.6 Limit on Recovery 113 12.7 Stay of Acceleration 113 12.8 Benefit to Guarantors 113 12.9 Guarantor Covenants 114 12.10 Keepwell 114 Article 13 Miscellaneous 114 13.1 Withholding Taxes 114 13.2 No Waiver, Cumulative Remedies 119 13.3 Non Business Days 119 13.4 Documentary Taxes 119 13.5 Designation of a Different Lending Office 120 13.6 Survival of Representations 120 13.7 Survival of Indemnities 120 13.8 Sharing of Set Off 120 13.9 Notices 121 13.10 Counterparts 122 13.11 Successors and Assigns 123 13.12 Participants 123 13.13 Assignments 124 13.14 Amendments 126 13.15 Headings 127 13.16 Costs and Expenses; Indemnification 127 13.17 Set Off 129 13.18 Entire Agreement 130 13.19 Governing Law 130 13.20 Severability of Provisions 130 13.21 Construction 130 13.22 Lender’s Obligations Several 130 iv TABLE OF CONTENTS (continued) Page 13.23 Submission to Jurisdiction; Waiver of Jury Trial 131 13.24 USA Patriot Act 131 13.25 Hypothecary Representative 131 13.26 Confidentiality 132 13.27 Judgment Currency 133 13.28 Electronic Communication 133 13.29 Acknowledgement Regarding Any Supported QFCs 134 13.31 Pari Passu Second Lien Intercreditor Agreement 136 13.32 Limitation on Recourse under Limited Circumstances 137 Exhibits and Schedules Exhibit A – Form of Notice of Payment Request Exhibit B – [Reserved] Exhibit C – [Reserved] Exhibit D – Form of Notice of Repayment Exhibit E – Form of Compliance Certificate Exhibit F – Form of Additional Guarantor Supplement Exhibit G – Assignment and Acceptance Exhibit H – [Reserved] Schedule A – Subsidiaries, Foreign Subsidiaries and Included Subsidiaries Schedule B – Intellectual Property Schedule C – Agreements with Affiliates Schedule D – Financial Statements Schedule E – Taxes Schedule F – Compliance with Laws Schedule G – Broker Fees Schedule H – Term Loans v SECOND LIEN TRANCHE B Credit Agreement This Second Lien Tranche B Credit Agreement is entered into as of June 9, 2026, by and among MERV FINCO LLC , a limited liability company existing under the laws of the State of Delaware (the “ Borrower ”), MERV MIDCO LLC , a limited liability company existing under the laws of the State of Delaware (“ Holdings ”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the financial institutions from time to time party to this Agreement, as Lenders, and UMB BANK, N.A. , as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 1.1 hereof. Preliminary Statements WHEREAS, the Borrower has requested, and the Lenders have agreed, on the terms and subject to the conditions set forth herein that the Lenders establish the Term Credit under this Agreement in the aggregate amount of $71,100,000 as a portion of the purchase price of the Ames Acquired Companies in the context of the Merv Acquisition; AND WHEREAS, the Obligations of the Borrower hereunder shall be (i) secured by a second-ranking security interest over all of the assets of the Borrower and the Guarantors that secure the First Lien Facilities and guaranteed by the same guarantors as the First Lien Facilities, and (ii) supported by a senior priority payment right over all of the JV Real Property and all proceeds thereof, in accordance with the terms of the Second Lien Tranche B Subordination Agreement; NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the parties hereto hereby agree, as follows: Article 1 Definitions; Interpretation 1.1 Definitions The following terms when used herein shall have the following meanings: “ 230 Entities ” means, collectively, 2304616 Ontario Inc. and SUBNATT LP. “ Acquired Business ” means the entity or assets acquired by the Borrower or a Subsidiary in an Acquisition, whether before or after the Closing Date. “Acquired Companies ” means each of The Ames Companies, LLC, ClosetMaid Canada Limited, 1346022 Alberta ULC, Garant GP, ClosetMaid LLC, ClosetMaid (Jiangmen) Storage Limited, Ames True Temper Global Sourcing Office, Ames Holdings, Inc., Bellota Herramientas, S.L.U., VNPI UK Holdings Limited, Bellota México, S.A. de C.V., Bellota Colombia, S.A.S., Bellota Venezuela C.A., Burgon & Ball Limited, Bellota US Corp., Corona Clipper, Inc., Manufacturera Corona Clipper, S.A. de C.V., Venanpri Tools Monterrey S. de R.L. de C.V. and Merv ForCo, S.L .U. - 2 - “ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 90% of the capital stock, shares, partnership interests, membership interests or equity of any Person (other than a Person that is a Subsidiary or the formation of a Subsidiary solely to facilitate a Permitted Acquisition), or (c) a merger, amalgamation or consolidation or any other combination with another Person (other than a Person that is a Subsidiary); provided that the Borrower or a Person that is or will become a Subsidiary is the surviving entity. “ Act ” is defined in Section 13.24 hereof. “ Adjusted EBITDA ” means, for any period (a “ Test Period ”), EBITDA for such Test Period, except that in the event that a Permitted Acquisition is consummated within any Test Period, Adjusted EBITDA for such Test Period shall be calculated on a pro forma basis to include the historical EBITDA of the Acquired Business as evidenced by the financial statements required to be delivered to the Administrative Agent pursuant to this Agreement in connection with the Permitted Acquisition (the “ Historical Financials ”) for the period from the first (1st) day of such Test Period to, and including, the last date of the period covered by the Historical Financials. “ Administrative Agent ” means UMB Bank, N.A., and any successor pursuant to Section 11.7 hereof. “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by or otherwise acceptable to the Administrative Agent. “ Affected Lender ” is defined in Section 2.9 hereof. “ Affiliate ” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that in any event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. “ Agency Fee Letter ” means UMB Bank, N.A.’s fee proposal dated April 22, 2026 and any subsequent fee letter (whether entered into prior to, on or subsequent to the Closing Date) between the Borrower and the Administrative Agent. - 3 - “ Agreement ” means this credit agreement, as it may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof. “ Ames Acquired Companies ” means each of The Ames Companies, LLC, ClosetMaid Canada Limited, 1346022 Alberta ULC, Garant GP, ClosetMaid LLC, ClosetMaid (Jiangmen) Storage Limited, Ames True Temper Global Sourcing Office and Ames Holdings, Inc. “ Anti-Corruption Laws ” means the applicable laws or regulations in any jurisdiction in which the Borrower or any of its Subsidiaries or Affiliates is located or is doing business that relates to bribery or corruption, including the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), the U.S. Foreign Corrupt Practices Act of 1977, and all similar laws, rules, regulations and other applicable laws. “ Anti-Money Laundering Laws ” means the applicable laws and regulations in any jurisdiction in which the Borrower or any of its Subsidiaries or Affiliates is located or is doing business that relates to the prevention and detection of money laundering, terrorist activity financing or sanctions evasion, including: (i) in Canada, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations made thereunder and the guidance of the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) and the Criminal Code (Canada); (ii) in the United States, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), the U.S. Bank Secrecy Act, the U.S. Corporate Transparency Act and the regulations made thereunder and the guidance of the U.S. Financial Crimes Enforcement Network (FinCen); (iii) Spanish law 10/2010 of 28 April on the prevention of money laundering and the financing of terrorism; and (iv) all similar laws, rules, regulations and other applicable laws. “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.13 hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit G or any other form approved by the Administrative Agent. “ Authorized Representative ” means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2 hereof or on any update of any such list provided by the Borrower to the Administrative Agent, or any further or different officers of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent. - 4 - “ Available Excess Cash Flow ” means the sum, without duplication, of (i) that amount of Residual Excess Cash Flow for each fiscal year not otherwise used by the “Available Excess Cash Flow” baskets in the Permitted Acquisitions, Permitted Expansions and Permitted New Facilities, Investments and restricted payments covenants, and (ii) the Available Excess Cash Flow Carry Forward. “ Available Excess Cash Flow Carry Forward ” means, for any fiscal year, that amount of Available Excess Cash Flow not used during the previous fiscal year. “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230. “ Borrower ” is defined in the introductory paragraph of this Agreement. “ Borrower Security Agreement ” means the security agreement dated as of the Closing Date between the Borrower and the Administrative Agent, as such agreement may be amended, modified, supplemented or restated from time to time. “ Borrower Unsecured Notes ” means all unsecured promissory notes issued by the Borrower to Persons that hold (whether directly or indirectly) Equity in the Borrower with the provisions of such notes to be acceptable to the Administrative Agent and the Lenders and which shall include, inter alia, (x) full subordination and postponement of the indebtedness owing thereunder pursuant to a subordination agreement satisfactory to the Administrative Agent, acting reasonably, (y) a pledge of such notes in favour of the Administrative Agent, and (z) and no rights to exercise any remedies in respect of such indebtedness until such time as all Obligations have been paid in full. “ Borrower’s LLC Agreement ” means that certain amended and restated limited liability company agreement of the Borrower dated as of the Closing Date, as amended, restated, supplemented or otherwise modified from time to time. “ Borrowing ” means the total of the Term Loans advanced on the Closing Date. Borrowing of the Term Loans is made and maintained rateably from each of the Lenders under the Term Credit according to their Term Loan Percentages. The Borrowing is “ advanced ” on the Closing Date and is “ continued ” on the date a new Interest Period for the Term Loans commences for the Borrowing, as determined pursuant to Section 2.6 hereof. “ Business Day ” means any day other than a Saturday or a Sunday on which the main branches of the Administrative Agent in Minnesota and New York are open for normal banking business. “ Canadian Defined Benefit Pension Plan ” means (i) a “registered pension plan” (as defined in subsection 248(1) of the Tax Act), and (ii) any other pension plan that is - 5 - subject to applicable federal or provincial pension standards legislation in Canada, which (in the case of (i) or (ii)) contains a “defined benefit provision” as defined in subsection 147.1(1) of the ITA; provided, however, that a “Canadian Defined Benefit Pension Plan” does not include statutory plans in which any Person is required to contribute pursuant to applicable laws, such as the Canada Pension Plan or the Québec Pension Plan (if applicable) as maintained by the Government of Canada or the Province of Québec. “ Canadian Dollar Equivalent ” means with respect to a currency other than Canadian Dollars, the amount obtained when the amount is translated into Canadian Dollars using the Agent’s noon spot rate on the Business Day with respect to which such computation is required for the purpose of this Agreement . “ Canadian Dollars ” or “ Cdn $ ” means the lawful money of Canada. “ Canadian Insolvency Laws ” means any of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of Canada or any province or territory thereof relating to bankruptcy, insolvency, assignments for the benefit of creditors, formal or informal moratoria, compositions, compromises or extensions generally with creditors, or proceedings seeking reorganization, recapitalization, arrangement, dissolution, liquidation, winding-up, or permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it, or other similar relief (including, without limitation, the Canadian corporate statutes when relied upon in connection with any of the foregoing). “ Capital Expenditures ” means, with respect to any Person for any period, the aggregate amount of all expenditures, whether paid in cash or accrued as a liability by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant, or equipment (including replacements, trucks, machinery and other equipment, capitalized repairs, and improvements, including building improvements) that should be capitalized on the balance sheet of such Person in accordance with GAAP; provided, however , that Capital Expenditures shall not include: (a) expenditures to the extent they are made with the proceeds of the issuance of Equity or subordinated shareholder loans by the Borrower after the Closing Date; (b) expenditures with proceeds of insurance settlements, condemnation awards and other settlements in respect to an Event of Loss to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property, or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of the Borrower and its Subsidiaries within 15 months of receipt of such proceeds (or, if not made within such period of 15 months, are committed to be made during such period); - 6 - (c) interest capitalized during such period; (d) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party (excluding the Borrower or any Subsidiary thereof) and for which neither the Borrower nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person (whether before, during or after such period); (e) the book value of any asset owned by such Person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have been included in Capital Expenditures when such asset was originally acquired; (f) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business; (g) investments in respect of a Permitted Acquisition, Permitted Expansion or Permitted New Facilities; (h) the purchase of property, plant or equipment made within 15 months of the sale of any asset to the extent purchased with the proceeds of such sale (or, if not made within such period of 15 months, to the extent committed to be made during such period); or (i) assets that are utilized under operating leases if deemed by GAAP to be a capital expenditure. “ Capital Lease ” means any lease of Property which, in accordance with GAAP, is required to be capitalized on the balance sheet of the lessee. For purposes of this Agreement, (i) “Capital Lease” shall exclude the Specified Capital Lease, and (ii) all operating leases shall be treated for accounting purposes in the same manner as they were prior to the implementation of IFRS 16 or ASU 2016-02 Leases. “ Capitalized Lease Obligation ” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP. For the avoidance of doubt, “Capitalized Lease Obligation” shall - 7 - exclude the amount of the liability shown on the balance sheet in respect of the Specified Capital Lease. “ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq., and any future amendments. “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “ Change of Control ” means (a) the failure of one or more ONCAP Entities and their Affiliates and the 230 Entities to own and control, directly or indirectly, at least 50.1% of the Equity carrying the voting and economic interests of the Borrower, or (b) the failure of one or more ONCAP Entities and their Affiliates to Control the Borrower. “ Closing Date ” means June 9, 2026. “ Code ” means the Internal Revenue Code of 1986, as amended, any successor statute thereto, and the regulations promulgated and rulings issued thereunder. “ Collateral ” means, with respect to any Person, all or any portion of its undertaking, property and assets, both real and personal, including for greater certainty any share in the capital of a corporation or ownership interest in any other Person. For certainty, “Collateral” shall not include Excluded Collateral. “ Collateral Documents ” means the Security Agreements and all other mortgages, deeds of trust, security agreements, hypothecs, any notice of charge, acknowledgement from an account bank, or other instrument entered into for the purpose of perfecting security over a UK deposit account, pledge agreements, assignments, financing statements, RPMRR registration forms, deposit account control agreements and other documents as shall from time to time secure or relate to the Obligations or any part thereof. “ Colombian Civil Code ” means the Colombian Civil Code ( Código Civil de Colombia ), adopted by Law 57 of 1887, as amended from time to time. - 8 - “ Colombian Credit Party ” means any Credit Party incorporated or existing in the Republic of Colombia. “ Colombian Foreign Exchange Regulations ” means the foreign exchange regulations of the Republic of Colombia, including Resolución Externa 1 of 2018 of the Banco de la República de Colombia, as amended from time to time. “ Colombian Guarantor ” means a Guarantor incorporated or existing in the Republic of Colombia. “ Colombian Insolvency Law ” means Law 1116 of 2006 ( Ley 1116 de 2006, por la cual se establece el Régimen de Insolvencia Empresarial en la República de Colombia ). “ Colombian Movable Security Law ” means Law 1676 of 2013 ( Ley 1676 de 2013, por la cual se promueve el acceso al crédito y se dictan normas sobre garantías mobiliarias ), as amended from time to time, and its implementing regulations. “ Colombian Movable Security Registry ” or “RGM” means the Registro de Garantías Mobiliarias administered by the Confederación Colombiana de Cámaras de Comercio ( Confecámaras ) pursuant to the Colombian Movable Security Law. “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “ Consolidated Net Income ” means, with reference to any Test Period, the aggregate of the net income (loss) of such Person and its Subsidiaries for such period, on a consolidated basis; provided, however , that, without duplication, (a) extraordinary, unusual or nonrecurring gains or losses or income or expenses or charges (including but not limited to charges or losses (i) on sales or dispositions of assets outside of the ordinary course of business and write downs or impairments of assets, (ii) incurred in connection with discontinuing operations and the disposal of related assets, and (iii) attributable to the early extinguishment of indebtedness or derivative instruments) shall be excluded; (b) the cumulative effect of a change in accounting principles during such period shall be excluded; (c) the effects of purchase accounting adjustments shall be excluded; (d) any non-cash expenses resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights shall be excluded; (e) the non-cash portion of “straight-line” rent expense shall be excluded; - 9 - (f) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included; (g) IEEPA Refunds shall be excluded; and (h) foreign exchange losses or gains resulting from the translation or exchange of foreign assets and liabilities denominated in a foreign currency into US Dollars shall be excluded. “ Contingent Obligations ” means contingent indemnification obligations or liability under other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Term Loans. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlled Group ” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code. Notwithstanding the foregoing, in no event shall the term “Controlled Group” include any Subsidiary of an ONCAP Entity or Griffon Entity other than the Borrower and its Subsidiaries. “ Credit Cards ” means credit cards issued to Credit Parties with an aggregate credit limit of $1,000,000 comprised of, as at the Closing Date, (i) unsecured credit cards issued by Banco Bilbao Vizcaya Argentaria, S.A. and BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México and the Ramp unsecured credit cards issued by Ramp Business Corporation, and (ii) credit cards issued by The Toronto-Dominion Bank. “ Credit Event ” means the advancing of any Loan. “ Credit Exposure ” means any period of time during which any Term Loan Commitment is outstanding or any Obligation remains unpaid; provided, however , that no Credit Exposure shall be deemed to exist solely due to the existence of Contingent Obligations, absent the assertion of a claim with respect thereto. “ Credit Parties ” means the Borrower and all Included Subsidiaries. “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, all Canadian Insolvency Laws, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, arrangement, rearrangement, receivership, insolvency, winding up, reorganization, or similar debtor relief laws of the United States, Canada, Mexico, Spain, Colombia, the United Kingdom or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. - 10 - “ Default ” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default. “ Default Rate ” is defined in Section 2.6 hereof. “ Disposition ” means the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under Sections 8.11(a), (b), (c), (d), (e), (f), (h), (i), (k),(l), (m), (o) or (q) hereof. “ EBITDA ” means, with reference to any Test Period, an amount equal to Consolidated Net Income for such period plus (a) without duplication, the following (to the extent the amounts were deducted (other than item (ix) in calculating Consolidated Net Income for such period): (i) Interest Expense, including payments paid or payable in connection with all subordinated debt and related party note payments and accruals; (ii) tax expense (including, without limitation, any federal, state, provincial, territorial, local and foreign income, gross margin and franchise taxes and similar taxes); (iii) depreciation and amortization expense; (iv) non-cash expenses and charges, reducing such Consolidated Net Income (including purchase accounting adjustments); (v) fees, costs, accruals, payments and expenses incurred in connection with the transaction and the related financings and transactions and any other Investment, Permitted Expansion, Permitted New Facility, Acquisition, dividends, Disposition, consolidations, restructuring, recapitalization, equity issuance or incurrence of indebtedness or repayment of indebtedness permitted under the Term Credit (whether or not consummated), and any amendments, waivers or other modifications thereto or repayments thereof, subject to a maximum of $10,000,000; (vi) realized or unrealized losses resulting from interest rate or currency derivatives used for hedging activities (including mark-to-market accounting related items); (vii) all restructuring costs, business optimization costs (including the costs of consultants and other third party advisors), integration costs, retention, recruiting, relocation and signing bonuses and expenses, stock option and other equity-based compensation expenses, severance costs, - 11 - consulting costs, transaction fees and expenses and management fees and expenses, including, without limitation, any one-time expenses relating to enhanced accounting function, operating improvements or changes, new projects, the initiation of a new business line or expansion of an existing business line, and other transaction costs, including those associated with becoming a standalone entity or a public company; provided that the foregoing shall not exceed ten (10%) percent of Adjusted EBITDA; (viii) board of directors fees and related travel expenses up to $500,000 and other expenses required to be reimbursed pursuant to the transaction services agreement up to $200,000; (ix) pro forma “run rate” cost savings, operating expense reductions and synergies related to Acquisitions, Dispositions and other specified transactions, in each case, net of the amount of actual benefits received, that are reasonably identifiable (and reasonably anticipated to be realized within twelve (12) months after the date that the applicable action has been taken or the date that the applicable action is expected to be taken), factually supported and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower and subject to certification by a responsible officer of the Borrower) within twelve (12) months after the end of the applicable measurement period; provided that the aggregate amount added back pursuant to this clause (ix) for any period shall not exceed five (5%) percent of Adjusted EBITDA for such period (calculated after giving effect to any such add-backs); (x) extraordinary, unusual or non-recurring charges, expenses or losses up to a maximum of ten ( 10%) percent of Adjusted EBITDA; (xi) proceeds of business interruption insurance received in cash during such period (or so long as such amount is reasonably expected to be received in a subsequent calculation period and within one year from the date of the underlying loss); provided, that (A) if such amount is not so reimbursed or received within such one year period, such expenses or losses shall be subtracted in the subsequent calculation period, and (B) if reimbursed or received in a subsequent period, such amount shall not be added back in calculating EBITDA in such subsequent period; (xii) pro forma adjustments used in connection with the calculation of “ Pro Forma Adjustments” as set forth in the RSM Quality of Earnings Report dated as of October 1, 2025, the PwC Quality of Earnings Report dated as of September 24, 2025, and the RSM synergies report dated as of - 12 - October 1, 2025 in each case net of the amount of actual benefits realized during such period from such adjustments; (xiii) letter of credit fees to the extent deducted from Consolidated Net Income; (xiv) charges, losses or expenses to the extent indemnified or insured or reimbursed by a third party to the extent such indemnification, insurance or reimbursement is actually received in cash for such period (or reasonably expected to be so paid or reimbursed within three hundred sixty-five (365) days after the end of such period to the extent not accrued); provided that (A) if such amount is not reimbursed or within such one-year period, such expenses or losses shall be subtracted in the subsequent calculation period, and (B) if reimbursed or received in a subsequent period, such amounts shall not be added back in calculating EBITDA in such subsequent periods; (xv) adjustments consistent with Article 11 of Regulation S-X promulgated under the U.S. Securities Exchange Act of 1934; (xvi) charges, losses, costs and expenses in connection with litigation or the settlement thereof; (xvii) earn-out and deferred purchase price obligations (in each case to the extent included in Consolidated Net Income) incurred in connection with any Permitted Acquisition or other Investment permitted under this Agreement and paid or accrued during such period and on similar Acquisitions and Investments completed prior to or contemporaneous with the Closing Date; and (xviii) any non cash expenses resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights; minus (b) without duplication, the following to the extent included in calculating Consolidated Net Income for such period: (i) income, franchise and similar tax credits: (ii) non-cash charges previously added back to Consolidated Net Income in determining EBITDA to the extent such non-cash charges have become cash expenditures during such period; - 13 - (iii) unrealized gains resulting from interest rate or currency derivatives used for hedging activities (including mark-to-market accounting-related items); and (iv) any other non-cash items increasing such Consolidated Net Income (other than such non-cash items to the extent that it will result in the receipt of cash payments in any future period). The aggregate amount of addbacks under (a)(vii), (ix) and (x) shall not exceed fifteen (15%) percent of Adjusted EBITDA. Notwithstanding the foregoing, for purposes of determining EBITDA under this Credit Agreement, the initial amounts of EBITDA shall be as follows: for the fiscal quarter ended on June 30, 2025, $ 18,823,436 ; for the fiscal quarter ended on September 30, 2025, $ 22,643,046, for the fiscal quarter ended on December 31, 2025, $17,662,861 , and for the fiscal quarter ended on March 31, 2026, $19,262,068 . “ ECF Prepayment Percentage ” means, with respect to any fiscal year of the Borrower, (a) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of such fiscal year exceeds 3.75 to 1.00, 50%, (b) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of such fiscal year is less than or equal to 3.75 to 1.00 but is greater than 2.75 to 1.00, 25%, and (c) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of such fiscal year is less than or equal to 2.75 to 1.00, 0%. “ Eligible Assignee ” means (x) at any time the First Lien Facilities are outstanding, (a) Griffon Entity and (b) an Affiliate of Griffon Entity and (y) otherwise, (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural Person) approved by (i) the Administrative Agent and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that, notwithstanding the foregoing, “ Eligible Assignee ” shall not include the Borrower or any Guarantor or any of the Borrower’s or such Guarantor’s Affiliates or Subsidiaries. “ Eligible Line of Business ” means any business engaged in as of the Closing Date by the Borrower or any of its Subsidiaries, and any business reasonably related thereto. “ Environmental Claim ” means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to occupational health or safety, natural resources or the environment. - 14 - “ Environmental Law ” means any current or future Legal Requirement pertaining to (a) the protection of occupational health or safety and the indoor or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder. “ Equity ” means, as of any date of determination, the cumulative amount of proceeds resulting from the issuance of equity by, or the cash contribution to, the Borrower after the Closing Date; provided , however , that for purposes of this Agreement and any other Loan Document, Equity shall not include any Specified Equity Contribution. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto, and the regulations promulgated thereunder. “ Euro ” or “ € ” means the single currency of Participating Member States. “ Event of Default ” means any event or condition identified as such in Section 9.1 hereof. “ Event of Loss ” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property (or any deed in lieu thereof). “ Excess Cash Flow ” means, in respect of any fiscal year of the Borrower, an amount equal to, without duplication, (a) EBITDA for such period, (i) minus the sum of all scheduled payments of principal on funded senior debt for the applicable period ending on the date of determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date of determination); (ii) minus cash Interest Expense for such period; (iii) minus amounts paid in cash in respect of tax expense (including, without limitation, any federal, state, provincial, territorial, local and foreign income, gross margin and franchise taxes and similar taxes) with respect to such period; - 15 - (iv) minus increases in Working Capital; (v) plus decreases in Working Capital; (vi) minus optional prepayments of non-revolving funded senior debt and of revolving funded senior debt accompanied by a corresponding commitment reduction (in each case, other than the Credits (as defined under the First Lien Credit Agreement)) except in each case to the extent financed with the proceeds of other debt; (vii) minus without duplication, all other cash charges paid during such period that were added-back in the determination of EBITDA for such period, (including realized currency exchange and hedging losses); (viii) minus to the extent consisting of payments of cash during such period and except to the extent financed with the proceeds of debt, additional Equity or any funds included in Available Excess Cash Flow pursuant to clause (ii) of the definition thereof, (A) Capital Expenditures, (B) Permitted Acquisitions, Permitted Expansions, Permitted New Facilities and other permitted Investments in third parties (other than cash equivalents), and (C) permitted Restricted Payments; (ix) minus Capital Expenditures, Permitted Acquisitions, Permitted Expansions, Permitted New Facilities and/or permitted Investments that the Borrower or any Subsidiary shall, during such applicable period, become obligated to make in cash but that are not made during such applicable period; provided, that (A) the Borrower shall deliver a certificate to the Administrative Agent not later than one-hundred and eighty (180) days after the end of such applicable period, signed by an officer of the Borrower and certifying that such Capital Expenditures, Permitted Acquisitions, Permitted Expansions, Permitted New Facilities and/or permitted Investments that were made during the one-hundred and eighty (180) days following the applicable period, and (B) any amount so deducted shall not be deducted again in a subsequent applicable period; (x) minus the amount of management or other fees and related expenses paid in cash to any ONCAP Entity, Venanpri, Griffon or any Affiliate thereof during such period; (xi) minus losses excluded from the calculation of Consolidated Net Income by operation of clause (i) of the definition thereof that are paid or realized in cash during such Excess Cash Flow period; - 16 - (xii) plus extraordinary, unusual or non-recurring cash gains excluded from the calculation of EBITDA (including realized currency exchange and hedging gains); (xiii) plus cash received from divestitures to the extent that such cash was not included in the calculation of EBITDA; (xiv) minus any earn-out and deferred purchase price obligations paid during such period that were added back in the determination of EBITDA for such period (including, without limitation, in connection with the Merv Acquisition); (xv) minus the amount of any payments of cash interest or payments of principal and accrued non-cash interest on subordinated indebtedness of the Borrower and any distributions to Holdings for payment of cash interest or payments of principal and accrued non-cash interest on Holdings subordinated shareholder debt and convertible debentures; and (xvi) minus any distributions to Holdings to pay (or to fund further distributions to indirect equity holders to pay) tax liabilities attributable to the income of the Borrower and its Subsidiaries. Notwithstanding the foregoing, for purposes of calculating Excess Cash Flow, the pro forma adjustments pursuant to clauses (ix) and (x) of the definition of “EBITDA” shall not be taken into account in the calculation of Excess Cash Flow. “ Excluded Assets ” means each of the following: (a) the JV Real Property, (b) all of the Equity and assets of the Excluded Subsidiaries, (c) the Securitization Notes, (d) the bank accounts listed on Schedule I attached hereto that are used solely and exclusively to service the Permitted MUFG AR Program and in which the funds contained therein are derived exclusively from loans advanced by MUFG or receipts of payment on accounts receivable purchased by Special Purpose Entities in connection with the Permitted MUFG AR Program, (e) assets of the Mexican Subsidiaries where providing second ranking Encumbrances in favour of the Administrative Agent is prohibited by applicable law or creates a risk of criminal liability for any Mexican Subsidiary and its directors and officers, and (f) any IEEPA Refund assigned or payable to Griffon, Venanpri or their respective Affiliates (other than Holdings and its Subsidiaries) pursuant to the IEEPA Refund Letter Agreement. “ Excluded Collateral ” is defined in Section 5.5 hereof. “ Excluded Subsidiaries ” means (i) Bellota Venezuela, a Venezuela corporation and Ames True Temper Global Sourcing Office and ClosetMaid (Jiangmen) Storage Limited, Chinese corporations, and (ii) the Special Purpose Entities. - 17 - “ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. “ Executive Order ” has the meaning set forth in Section 6.26. “ Excluded Taxes ” means, with respect to a Recipient, (a) Taxes imposed on or measured by such Recipient’s net income (however denominated) or franchise Taxes, in each case (i) imposed on it by any jurisdiction (or any political subdivision therein) under the Applicable Laws of which such Recipient is organized or resident for tax purposes or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or (ii) Taxes that are Other Connection Taxes, (b) any branch profits Tax or any similar Tax that is imposed by any jurisdiction described in clause (a) above, (c) any Taxes arising from a Recipient’s failure to properly comply with Section 13.1(f), (d) any Taxes arising from a Recipient’s failure to properly comply with such Recipient’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of FATCA-based reporting in that jurisdiction, and for certainty including in all circumstances any U.S. federal withholding Taxes for or in respect of FATCA, (e) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan, or (ii) such Recipient changes its lending office, except in each case to the extent that, pursuant to Section 13.1, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office, and (f) any Canadian withholding Taxes arising as a result of: (i) the Recipient not dealing at arm’s length (within the meaning of the Tax Act) with a Credit Party; (ii) the Recipient being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of a Credit Party or not dealing at arm’s length (for the purposes of the Tax Act) with a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of a Credit Party; or (iii) a Credit Party being a “specified entity” (as defined in subsection 18.4(1) of the Tax Act) in respect of a Recipient, except in each case of (i) to (iii) above where the non-arm’s length relationship arises, the recipient is a - 18 - specified non-resident shareholder of a Credit Party or does not deal at arm’s length with a specified shareholder of a Credit Party, or a Credit Party is a specified entity in respect of a Recipient, as applicable, solely as a result having entered into or performed its obligations hereunder or under any other Loan Document. “ Existing Debt ” means the indebtedness owing by the Acquired Companies that does not constitute indebtedness permitted hereunder. “ 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 regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. “ FCPA ” means the U.S. Foreign Corrupt Practices Act of 1977. “ Federal Flood Insurance ” means, federally backed Flood Insurance available under the National Flood Insurance Program in the United States to owners of real property improvements located in Special Flood Hazard Areas in the United States in a community participating in the National Flood Insurance Program in the United States. “ Federal Funds Effective Rate ” means, for any day, the rate on overnight federal funds transactions calculated by the Federal Reserve Bank of New York as the federal funds effective rate, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for that day on overnight federal funds transactions received by the Administrative Agent from three depository institutions of recognized standing selected by the Administrative Agent. “ FEMA ” means, the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program. “ FIRREA ” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989 . “ First Lien Administrative Agent ” means Toronto Dominion (Texas), LLC, in its capacity as administrative agent for the lenders under the First Lien Credit Agreement, and its successors and permitted assigns. “ First Lien Credit Agreement ” means the credit agreement dated as of the Closing Date among, inter alios , the Borrower, the guarantors party thereto, the lenders party thereto and the First Lien Administrative Agent, providing for the First Lien Facilities, as - 19 - such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. “ First Lien Facilities ” means the senior secured credit facilities made available to the Borrower pursuant to the First Lien Credit Agreement, in such amount as is permitted under the Second Lien Tranche B Subordination Agreement and any refinancing, replacement or extension thereof permitted under the terms of the Second Lien Tranche B Subordination Agreement. “ Fixed Charge Coverage Ratio ” has the meaning set forth in Section 8.23(c). “ Flood Insurance ” means, for any real estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. Flood Insurance shall be in an amount equal to the maximum secured amount under the Mortgage for the relevant Mortgaged Property, the full unpaid balance of the Borrowings and any prior encumbrances on the real property up to the maximum policy limits set under the National Flood Insurance Program, in each case, with deductibles not to exceed $50,000. “ Foreign Lender ” means any Lender that is not a U.S. Person. “ Foreign Subsidiary ” means (i) Bellota Venezuela C.A., Ames True Temper Global Sourcing Office and ClosetMaid (Jiangmen) Storage Limited, and (ii) each Subsidiary which is organized under the laws of a jurisdiction other than (x) the United States of America or any state thereof or the District of Columbia or (y) Canada or any province or territory thereof, in which the granting of a guarantee in favour of the Administrative Agent will have a material adverse tax consequence to the Borrower (or any of its Subsidiaries as reasonably determined by the Borrower in good faith consultation with the Administrative Agent). As of the Closing Date, the Foreign Subsidiaries are listed on Schedule A. “ Fund ” means any Person (other than a natural Person) 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 its business. “ GAAP ” means generally accepted accounting principles in the United States applied on a consistent basis; provided that the Loan Documents shall permit the Borrower and its Subsidiaries to convert their financial reporting from generally accepted accounting principles in the United States to IFRS and, following such conversion, “GAAP” shall mean IFRS applied on a consistent basis. “ Governmental Authority ” means the government of the United States of America, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, - 20 - regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “ Griffon ” means Griffon Corporation, a Delaware corporation. “ Griffon Entities ” means Griffon and each member of the Griffon Group that holds shares of the common stock or other Equity of the Borrower. “ Griffon Group ” means, collectively, Griffon and each of its direct and indirect Subsidiaries. “ Group ” means: (a) in the case of any entity who is an individual, (i) such entity, and (ii) all trusts solely for the benefit of such entity that are controlled solely by such entity; (b) in the case of any entity that is a partnership, (i) such entity, (ii) its limited, special and general partners, and (iii) all Affiliates of such entity; and (c) in the case of any entity that is a corporation or a limited liability company, (i) such entity, (ii) its stockholders or members, as the case may be, and (iii) all Affiliates of such entity. “ Guarantee ” and “ Guarantees ” are each defined in Section 5.1 hereof. “ Guarantor ” and “ Guarantors ” are each defined in Section 5.1 hereof. “ Guarantor Security Agreement ” means the security agreement dated as of the Closing Date between the Guarantors and the Administrative Agent, as such agreement may be amended, modified, supplemented or restated from time to time. “ Hazardous Material ” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law. “ Hazardous Material Activity ” means any activity, event or occurrence involving a Hazardous Material, including, without limitation, the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material. “ Hedging Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, - 21 - or economic financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than options or other rights to acquire capital stock or other equity interests of the Borrower). “ Historical Financials ” is defined in the definition of Adjusted EBITDA. “ Holdings ” means Merv MidCo LLC, the direct holder of all of the Equity of the Borrower. “ Holdings LLC Agreement ” means that certain Amended and Restated Limited Liability Company Agreement, dated as of the Closing Date, by and among Merv HoldCo LLC, VNPI Global Investments & Services, S.L., New Ames Equity Sub LLC, ONCAP Merv LP and the other Members (as defined therein) from time to time party thereto. “ Hostile Acquisition ” means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, or as to which such approval has been withdrawn. “ IEEPA Refund Letter Agreement ” means the letter agreement, dated as of June 1, 2026, among Griffon Ames Holdco LLC, Merv HoldCo LLC, VNPI Global Investments & Services, S.L. “ IEEPA Refunds ” has the meaning ascribed to such term in the IEEPA Refund Letter Agreement. “ IFRS ” means international financial reporting standards. “ Immaterial Subsidiary ” means a Foreign Subsidiary and in respect of which: (a) the EBITDA of such Subsidiary as at the end of any Fiscal Quarter, calculated for the preceding Four Quarter Period (with EBITDA to be calculated for each such Subsidiary by substituting the reference to the Borrower in such definition and each constituent definition thereof for such Subsidiary and on an unconsolidated basis) constitutes less than 1.5% of the consolidated EBITDA of the Borrower for such Fiscal Quarter; (b) the book value of the Property of such Subsidiary is less than 1.5% of the consolidated book value of the Property of the Borrower; (c) the aggregate EBITDA of all Immaterial Subsidiaries is less than 3% of the EBITDA of the Borrower and the aggregate book value of Property of all Immaterial Subsidiaries is less than 3% of the book value of Property of the Borrower; and - 22 - (d) the Borrower has designated such Subsidiary as an Immaterial Subsidiary; and “Immaterial Subsidiaries” means all such Subsidiaries. “ Included Subsidiary ” means any direct or indirect Subsidiary of the Borrower that has provided or is required to provide a Guarantee but for certainty does not include Excluded Subsidiaries or Foreign Subsidiaries. As of the Closing Date and following completion of the Merv Acquisition, each Included Subsidiary is listed in Schedule A. “ Indebtedness for Borrowed Money ” means for any Person (without duplication) (whether pari passu or subordinated to any of the Obligations) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities and including the Term Loans), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable and accrued expenses arising in the ordinary course of business), (c) all Indebtedness for Borrowed Money of Persons other than the Borrower or any Subsidiary secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, and (e) all obligations of such Person on or with respect to letters of credit. “ Indemnified Taxes ” means Taxes, other than Excluded Taxes. “ Indemnitee ” is defined in Section 13.16(a) hereof. “ Information ” is defined in Section 13.26 hereof. “Insolvency Legislation” means legislation in any applicable jurisdiction relating to reorganization, liquidation, insolvency, administration, arrangement, compromise or re adjustment of debt, dissolution or winding up, or any similar legislation, and specifically includes for greater certainty the Canadian Insolvency Laws, the Bankruptcy Code (United States), the Spanish Insolvency Law (Spain) and the Colombian Insolvency Law (Colombia). “ Interest Expense ” means, with respect to any Person for any period, the sum of (without duplication) (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to swap agreements) payable in connection with the incurrence of debt to the extent included in interest expense, (iii) undrawn commitment fees in respect of debt, and (iv) the portion of any payments or accruals with respect to capital lease obligations allocable to interest expense; and (b) capitalized interest of such Person. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by the Borrower and its Subsidiaries with respect to swap agreements, and interest on a capital lease obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such capital lease - 23 - obligation in accordance with GAAP. For clarity, Interest Expense will not include costs associated with any factoring of the Borrower’s or any Subsidiary’s accounts receivable. “ Interest Period ” means the period commencing on the date the Borrowing of the Term Loans is advanced or continued and ending 3 months thereafter; provided, however, that: (a) whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day; provided that if such extension would cause the last day of the Interest Period to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day; and (b) no Interest Period shall extend beyond the Maturity Date. “ Investments ” means financial assistance, acquisitions, mergers, amalgamations and consolidations, investments, loans and advances. “ Judgment Currency ” is defined in Section 13.27(a) hereof. “ Judgment Currency Conversion Date ” is defined in Section 13.27(a) hereof. “ JV Real Property ” means each of the following: (a) the properties owned by The Ames Companies, LLC (but for (ii) which is owned by Garant GP) located at the following addresses: (i) 650 Southwest 27th Ave, Ocala, FL 34471; and (ii) 375, chem Saint-Francois Ouest, Saint-Francois-de-la-Riviere-du-Sud, Québec, G0R 3A0; (iii) the assets and the real property and/or the improvements thereon located at 1500 S. Cameron St, Harrisburg, PA 17104; (iv) the Champion assets and the real property and/or the improvements thereon located at 125 Roaring Run Road, Champion, PA 15622; (v) the assets and the real property and/or the improvements thereon located at 2 Maple Street, Wallingford, VT 05742; and (vi) the Pine Valley assets and the real property and/or the improvements thereon located at 114 Smith Road, Pine Valley, NY 13850. “ JV Real Property Bank Account ” means the bank account (no. 169704.1) maintained by the Borrower at UMB Bank, N.A. “ Legal Requirement ” means any treaty, convention, statute, law, regulation, ordinance, governmental license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state, provincial, territorial or local. “ Lenders ” means and includes each of the financial institutions from time to time party to this Agreement, including each assignee Lender pursuant to Section 13.13 hereof. “ Lending Office ” is defined in Section 10.3 hereof. - 24 - “ Lien ” means any mortgage, lien, security interest, hypothec, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement. “ Limited Recourse Guarantee ” and “ Limited Recourse Guarantees ” are each defined in Section 5.1(b) hereof. “ Loan ” means the Term Loans. “ Loan Documents ” means this Agreement, the Collateral Documents, the Guarantees, the Second Lien Tranche B Subordination Agreement, the Pari Passu Second Lien Intercreditor Agreement, the Agency Fee Letter and each other instrument or document to be delivered hereunder or thereunder or otherwise in connection therewith from time to time. “ Maintenance Capital Expenditures ” means Capital Expenditures of the Borrower made solely with respect to maintenance of its property or the property of any of its Subsidiaries except to the extent financed with the proceeds of debt, additional Equity or cash on hand. Notwithstanding the foregoing, the initial Maintenance Capital Expenditures shall be as follows: for the fiscal quarter ended on June 30, 2025, $ 300,099 ; for the fiscal quarter ended on September 30, 2025, $ 2,449,419 ; for the fiscal quarter ended on December 31, 2025, $ 545,058 , and for the fiscal quarter ended on March 31, 2026 $ 383,199 . “ Material Adverse Effect ” means (a) a material adverse change in, or material adverse effect upon, the operations, business, Property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower or any Subsidiary to perform its obligations under any Loan Document or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or any Subsidiary of any Loan Document or the rights and remedies of the Administrative Agent and the Lenders thereunder. “ Maturity Date ” means December 9, 2029, or such earlier date on which the Term Loans become due and payable pursuant to the terms hereof. “ Merv Acquisition ” means the Acquisition by the Borrower of all of the issued and outstanding Equity of the Acquired Companies. “ Mexican Subsidiaries ” means each of Bellota México, S.A. de C.V., Manufacturera Corona Clipper, S.A. de C.V. and Venanpri Tools Monterrey S. de R.L. de C.V. “ Moody’s ” means Moody’s Investors Service, Inc. “ Mortgage ” means the mortgages, deeds of trust, deeds of hypothec, or deeds to secure debt delivered pursuant to Section 5.6, as amended, supplemented or otherwise - 25 - modified from time to time, with respect to Mortgaged Properties, each in a form as agreed between the Administrative Agent and the Borrower. “ Mortgaged Property ” means each parcel of real property and the improvements thereto owned by any Credit Party on the Closing Date or acquired thereafter with respect to which a Mortgage is to be granted in favour of the Administrative Agent and includes each other parcel of real property and the improvements thereto owned by any Credit Party with respect to which a Mortgage is granted pursuant to a Mortgage. “ MUFG ” means MUFG Bank, Ltd. “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA and to which a member of the Controlled Group is making, or is obligated to make (or made or was obligated to make in the preceding five-year period) contributions, other than any such plan contributed to by a Person who is considered a member of the Controlled Group solely pursuant to subsection (m) or (o) of Section 414 of the Code. “ Net Cash Proceeds ” means, as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds received by or for such Person’s account, net of (i) reasonable direct costs relating to such Disposition, (ii) sale, use or other transactional taxes (including any income taxes arising therefrom) paid or payable by such Person as a direct result of such Disposition, (iii) any debt secured by the assets subject to such Disposition which is repaid in connection with such Disposition, and (iv) reserves for contingent obligations such as purchase price adjustments and indemnification obligations required by the terms of the related purchase agreement; (b) with respect to any Event of Loss of a Person, cash and cash equivalent proceeds received by or for such Person’s account (whether as a result of payments made under any applicable insurance policy therefor or in connection with condemnation proceedings or otherwise), net of reasonable direct costs incurred in connection with the collection of such proceeds, awards or other payments; and (c) with respect to any offering of equity securities of a Person or issuance of Borrower Unsecured Notes, cash and cash equivalent proceeds received by or for such Person’s account, net of reasonable legal, underwriting, and other fees and expenses incurred as a direct result thereof. “ Non-Speculative Hedging Agreements ” means (a) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate, from fixed to floating rate, or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary within the parameters set by the sole managing member of the Borrower, and (b) any Hedging Agreements entered into to hedge or mitigate commodity price or foreign exchange risks incurred in the ordinary course of the Borrower’s or any Subsidiary’s business as then currently conducted, and, in each case, not for speculative purposes. “ Notice of Borrowing ” is defined in Section 2.3 hereof. - 26 - “ Obligation Currency ” is defined in Section 13.27 hereof. “ Obligations ” means all obligations of the Borrower to pay principal and interest on the Term Loans (including post petition interest and fees (including any interest accruing after the filing of any petition in bankruptcy, application of relief or the commencement of any proceeding under Debtor Relief Law relating to any Credit Party whether or not a claim for post-filing or post-petition interest is allowed in the applicable proceeding)), all fees and charges payable hereunder, and all other payment obligations of the Borrower or any of its Subsidiaries arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired; provided , that for purposes of Article 12, the Obligations of a Guarantor shall not include any Excluded Swap Obligations. “ OFAC ” means The Office of Foreign Assets Control of the US Department of the Treasury. “ ONCAP ” means ONCAP Management Partners, L.P . “ ONCAP Entities ” means ONCAP, ONCAP III LP, ONCAP III (Canada) LP, Onex Parallel (ONCAP) III LP and ONCAP Investment Partners III LP (provided that such Person at all times remains Controlled by ONCAP).” Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). “ Other Taxes ” means all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.9). “ Pari Passu Second Lien Intercreditor Agreement ” means the pari passu intercreditor agreement dated as of the Closing Date among the Credit Parties, the Lenders party thereto, the Administrative Agent and the Second Lien Tranche A Administrative Agent, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified subsequent to the date hereof “ Participant Register ” is defined in Section 13.12(b) hereof. “ PBGC ” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA. - 27 - “ Perfection Requirements ” means (a) in the case of any Colombian Credit Party, the notation of any share pledge in the shareholders’ registry ( libro de registro de accionistas ) of the relevant Colombian entity, the registration of any pledge agreement in the Colombian Moveable Security Registry, and the registration of any mortgage ( hipoteca ) over Colombian real property with the relevant Office of Public Instruments ( Oficina de Registro de Instrumentos Públicos ), and (b) in respect of any other jurisdiction, the completion of any filing, registration, recording or similar step required under the laws of such jurisdiction for the creation, perfection or enforceability of a Lien over the relevant Collateral. “ Permitted Acquisition ” means any Acquisition with respect to which all of the following conditions shall have been satisfied: (a) the Acquired Business is in an Eligible Line of Business and upon consummation of the Acquisition any Subsidiary formed or acquired in connection therewith will be an Included Subsidiary; (b) the Acquisition shall not be a Hostile Acquisition and, if the Acquisition involves an amalgamation involving the Borrower, the Borrower must be the surviving entity; (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to any such Acquisition and furnished to the Administrative Agent at such time reasonable details as to such Acquisition (including sources and uses of funds therefor), and historical unaudited financial information of the Acquired Business for a two-year period; (d) in the case of Acquisitions with an aggregate purchase price of greater than $10,000,000, covenant compliance calculations and three-year pro forma financial forecasts on a standalone basis (the “ Stand-Alone Projections ”) and a consolidated basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning immediately following the consummation of an Acquisition (taking into account synergies). Any Acquisition with an aggregate purchase price greater than $50,000,000 will require the delivery of a quality of earnings report; (e) the Acquisition shall be funded exclusively with Available Excess Cash Flow and/or additional Equity; (f) if a new Subsidiary is formed or acquired as a result of or in connection with the Acquisition, the Borrower shall have complied with the requirements of Article 5 hereof in connection therewith; and (g) after giving effect to the Acquisition and any Credit Event in connection therewith, no Default or Event of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma basis as of the end of - 28 - and for the most recently completed four fiscal quarter period occurring prior to the closing of the Acquisition for which financial statements are available. Notwithstanding anything to the contrary in this definition, the Merv Acquisition shall constitute a “Permitted Acquisition”. “ Permitted AR Program Collateral ” is defined within the definition of “Permitted MUFG AR Program”. “ Permitted Expansion ” means any expansion of an existing facility developed by the Borrower with respect to which all of the following conditions shall have been satisfied: (a) the expansion is in an Eligible Line of Business; (b) any newly-formed or acquired Subsidiary will become an Included Subsidiary; (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to the development of any such expansion and furnished to the Administrative Agent at such time reasonable details as to such expansion (including sources and uses of funds therefor); (d) in the case of any expansion with an aggregate expected development cost of greater than $ 10,000,000 , covenant compliance calculations and the Stand-Alone Projections and three-year pro forma financial forecasts on a consolidated basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning in the 3rd year following the completion of such expansion; (e) after giving effect to the expansion of the existing facility and any Credit Event in connection therewith, no Default or Event of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma basis as of the end of and for the most recently completed four fiscal quarter period occurring prior to the completion of the expansion for which financial statements are available; and (f) the expansion shall be funded exclusively with Available Excess Cash Flow and/or additional Equity. “ Permitted Liens ” is defined in Section 8.9. “ Permitted MUFG AR Program ” means any transaction or series of transactions pursuant to which the Sellers may sell, assign, convey or otherwise transfer to the Special Purpose Entities (the “ AR Purchasers “), any accounts receivable of such Sellers (the “ Purchased AR ”) on an arm’s length basis for fair market value, without any recourse (other than recourse for (a) breach of representation or eligibility criteria at time of sale, (b) failure of a Credit Party to comply with applicable law which negatively - 29 - impairs the collectability of the Purchased AR, (c) reduction as a result of any defect in or adjustment to the related invoice, and (d) any other recourse satisfactory to the Administrative Agent (acting reasonably) by the AR Purchasers against such Sellers for non-collection of such Purchased AR and, in connection therewith, such Sellers may grant Liens to the AR Purchasers (or its trustee or agent) restricted to the Purchased AR and assets specifically related to the Purchased AR, including all collections in respect of the Purchased AR, all segregated accounts into which such collections are paid or deposited, all instruments, chattel paper and other documents evidencing the Purchased AR, and all contracts, guarantees, insurance or other obligations in respect of the Purchased AR and all proceeds thereof (collectively, the “ Permitted MUFG Liens ”). “ Permitted MUFG Liens ” has the meaning set forth in the definition of Permitted MUFG AR Program. “ Permitted New Facility ” means any new facility developed by the Borrower with respect to which all of the following conditions shall have been satisfied: (a) the new facility is in an Eligible Line of Business; (b) any newly-formed or acquired Subsidiary will become an Included Subsidiary; (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to the development of any such new facility and furnished to the Administrative Agent at such time reasonable details as to such new facility (including sources and uses of funds therefor); (d) in the case of any new facility with an aggregate expected development cost of greater than $10,000,000, covenant compliance calculations and Stand-Alone Projections and three-year pro forma financial forecasts on a consolidated basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning in the 3rd year following the commencement of such new facility; (e) the new facility shall be funded exclusively with Available Excess Cash Flow and/or additional Equity; and (f) after giving effect to the development of the new facility and any Credit Event in connection therewith, no Default or Event of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma basis as of the end of and for the most recently completed four fiscal quarter period occurring prior to the initiation of the new facility for which financial statements are available. “ Permitted Tax Distributions ” means for any taxable period (or portion thereof) for which the Borrower or any of its Subsidiaries are members of a consolidated, combined, unitary or similar income tax group (or, where the Borrower is an entity disregarded from its owner, the Borrower’s regarded owner) for U.S. federal or applicable state or local - 30 - income tax purposes (a “ Tax Group ”), distributions by the Borrower and/or any applicable Subsidiary to pay the portion of any U.S. federal, state or local taxes (as applicable) of such Tax Group for such taxable period that are attributable to the taxable income or activities of the Borrower and/or the applicable Subsidiaries; provided that the amount of such payments made in respect of such taxable period in the aggregate will not exceed the amount that the Borrower and the applicable Subsidiaries would have been required to pay in respect of such taxable income each as stand-alone taxpayers or a stand-alone Tax Group (determined without duplication). “ Permitted Transactions with Affiliates ” is defined in Section 8.17. “ Person ” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof. “ Plan ” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is subject to the provisions of Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (b) is contributed to by (or to which there is or may be an obligation to contribute of) a member of the Controlled Group, and each such plan for the five-year period immediately following the latest date on which a member of the Controlled Group maintained, contributed to or had an obligation to contribute to such plan. “ PPSA ” means the Personal Property Security Act (Ontario) as in effect from time to time and comparable legislation of any province or territory of Canada where any of the Credit Parties carry on business, and, in respect of the Province of Québec, the Civil Code of Québec as in effect from time to time in such province. “ Premises ” means the real property owned or leased by the Borrower or any Subsidiary. “ Property ” means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included in the most recent balance sheet of such Person and its subsidiaries under GAAP. “ Purchase Agreement ” means the amended and restated master transaction agreement dated on or about June 7 , 2026 among, inter alios , the Borrower, as purchaser, Griffon Ames Holdco LLC, VNPI Global Investments & Services, S.L., and Bellota Holding AG, as sellers, pursuant to which the Borrower shall purchase the Acquired Companies. “ QFC Credit Support ” is defined in Section 13.29 hereof. “ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant - 31 - of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “ RCRA ” means the Solid Waste Disposal Act , as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984 , 42 U.S.C. §§ 6901 et seq. , and any future amendments. “ Recipient ” means (a) the Administrative Agent or (b) any Lender, as applicable. “ Register ” is defined in Section 13.13 hereof. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, trustees, administrators, managers, and representatives, of such Person and of such Person’s Affiliates. “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material. “ Relevant Four Fiscal Quarter Period ” is defined in Section 8.23(e) hereof. “ Relevant Governmental Body ” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto. “ Reportable Event ” means an event described in Section 4043(c) of ERISA with respect to a Plan (other than any Plan maintained by a Person who is considered a member of the Controlled Group solely pursuant to subsection (m) or (o) of Section 414 of the Code). “ Required Lenders ” means, as of the date of determination thereof, Lenders whose combined outstanding Term Loans constitute more than 50% of the sum of the total outstanding Term Loans; provided that , for purposes of determining whether there are only two Lenders, Lenders that are Affiliates of one another or are managed, advised or sub-advised by the same investment adviser, manager or Approved Fund shall be deemed to constitute one Lender. If, after giving effect to the foregoing sentence, there are only two Lenders, the consent of both such Lenders shall be required. “ Residual Excess Cash Flow ” means, with respect to any fiscal year of the Borrower, that part of such Excess Cash Flow which is not required to be applied by the Borrower - 32 - as a mandatory prepayment out of Excess Cash Flow pursuant to Section 2.5(b)(iii) hereof. “ Restricted Payments ” is defined in Section 8.13 hereof. “ RPMRR ” means the Register of Personal and Movable Real Rights for the Province of Québec. “ RSM Report ” is defined in the definition of “ EBITDA ”. “ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and any successor owner of such division. “ Sanction(s) ” means, at any time, any international economic, trade or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes administered or enforced by the United States Government (including without limitation, OFAC and the U.S. Department of State), the Government of Canada (including Global Affairs Canada and Public Safety Canada), the United Nations Security Council, the European Union, the United Kingdom (including His Majesty’s Treasury) or other relevant sanctions authority. “ Sanctioned Entity ” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC, the US Department of State or any equivalent or similar agency or body in Canada. It being agreed that Sanctioned Entities as of the date hereof include, without limitation, the so-called Donetsk People’s Republic region of Ukraine, the so-called Luhansk People’s Republic region of Ukraine, the Crimea Region of Ukraine, the Kherson and Zaporizhzhia oblasts of Ukraine, Cuba, Iran, Sudan, and North Korea. “ Sanction Event ” has the meaning set forth in Section 8.26(a). “ Sanctioned Person ” means at any time, (a) any person that is the subject or target of any Sanctions, (b) a person named on the list of Specially Designated Nationals maintained by OFAC, (c) any person 50% or more owned or controlled by any such person or persons described in the foregoing clauses, or that is otherwise directly or indirectly owned or controlled (individually or in the aggregate) by, or acting on behalf of, any such person or persons, or (d) any Person that is otherwise the subject of Sanctions, including, for purposes of Sanctions imposed by Canada, any entity deemed to be controlled by a person or persons described in clauses (a) through (c), including, but not limited to the circumstances in which (i) such person or persons, individually or in the aggregate, hold, directly or indirectly, 50% or more of the shares or ownership interests in the entity or 50% or more of the voting rights in the entity or are able, directly or indirectly, to change the composition or powers of the entity’s board of directors, or (ii) it is reasonable to conclude, having regard to all the circumstances, that such person or - 33 - persons, individually or in the aggregate, are able, directly or indirectly and through any means, to direct the entity’s activities. “ Sanctions Programs ” means all laws, regulations, and Executive Orders administered by OFAC, including without limitation, the Bank Secrecy Act, Anti-Money Laundering Laws (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), the United Nations Act (Canada), the Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), Export and Import Permits Act (Canada), the Criminal Code (Canada) and the Freezing Assets of Corrupt Foreign Officials Act (Canada)), and all economic and trade sanction programs administered by OFAC, any and all similar United States or Canadian federal laws, regulations or Executive Orders (whether administered by OFAC or otherwise), and any similar laws, regulations or orders adopted by any State within the United States and any province within Canada. “ Second Lien Tranche A Credit Agreement ” means the credit agreement dated as of the Closing Date among, inter alios , the Borrower, the administrative agent thereunder (the “ Second Lien Tranche A Administrative Agent ”), and the lenders party thereto among others, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms hereof. “ Second Lien Tranche A Debt ” means the Obligations under the Second Lien Tranche A Credit Agreement. “ Second Lien Tranche A Security ” means the Liens granted by the Credit Parties in favour of the Second Lien Tranche A Administrative Agent and lenders in connection with the Second Lien Tranche A Credit Agreement. “ Second Lien Tranche B Subordination Agreement ” means the subordination agreement dated as of the Closing Date among the Credit Parties, the First Lien Administrative Agent and the Administrative Agent, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified subsequent to the date hereof. “ Securitization Notes ” means subordinate notes issued by the Special Purpose Entities to the Sellers in connection with the purchase of Purchased AR. “ Sellers ” has the meaning ascribed to such term in Section 8.31 . “ Senior Funded Debt ” means Total Funded Debt less the Second Lien Tranche A Debt. “ Senior Funded Debt / Adjusted EBITDA Ratio ” means, as of the last day of any fiscal quarter of the Borrower, the ratio of Senior Funded Debt of the Borrower as of the last day of such fiscal quarter to Adjusted EBITDA of the Borrower for the period of four fiscal quarters then ended. - 34 - “ Security Agreements ” means the security documents set out in Sections 5.1, 5.2 and 5.3 hereof. “ Spanish Civil Code ” means the Spanish Civil Code (Código Civil) approved by Royal Decree of 24 July 1889, as amended from time to time. “ Spanish Civil Procedural Law ” means Law 1/2000 of 7 January, on Civil Procedure ( Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil ), as amended from time to time. “ Spanish Commercial Code ” means the Spanish Commercial Code ( Código de Comercio ) approved by Royal Decree of 22 August 1885, as amended from time to time. “ Spanish Companies Law ” means the consolidated text of the Spanish Companies Law, approved by Royal Legislative Decree 1/2010 of 2 July ( Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital ), as amended from time to time. “ Spanish Credit Party ” means any Credit Party incorporated or existing in Spain. “ Spanish Insolvency Law ” means the consolidated text of the Spanish Insolvency Law, approved by Royal Legislative Decree 1/2020 of 5 May ( Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal ), as amended from time to time and in particular, without limitation, as amended by Law 16/2022, of 5 September. “ Spanish Public Document ” means, a documento público, being either an escritura pública or a póliza or efecto intervenido por fedatario público . “ Spanish Royal Decree-Law 5/2005 ” means Spanish Royal Decree-Law 5/2005 of 11 March, on urgent reforms to encourage, among others, productivity and improve public procurement ( Real Decreto-ley 5/2005, de 11 de marzo, de reformas urgentes para el impulso a la productividad y para la mejora de la contratación pública ), as amended from time to time. “ Spanish Security Agreements ” means each Security Agreement governed by Spanish law. “ Special Flood Hazard Area ” means, an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100 year flood) in any given year. “ Special Purpose Entities ” means the three entities (being Merv Receivables US LLC, Merv Receivables Canada GP Inc. and Merv Receivables Canada LP ) formed for the sole purpose of effecting the Permitted MUFG AR Program. - 35 - “ Specified Capital Lease ” means any lease entered into in connection with a sale and leaseback transaction permitted under the terms of this Agreement. “ Specified Equity Contribution ” means (a) a cash common equity contribution or any other equity contribution (such other equity contribution to be reasonably satisfactory to the Administrative Agent), or (b) an investment in the Borrower pursuant to Borrower Unsecured Notes, that at the Borrower’s option, is included in the calculation of Adjusted EBITDA for the purposes of determining compliance with the financial covenants for the applicable fiscal quarter and applicable subsequent fiscal quarters. “ Stand-Alone Projections ” is defined in the definition of Permitted Acquisition. “ Subsidiary ” means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities that are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term “ Subsidiary ” means a Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries. “ Subsidiary Guarantor ” means each direct and indirect Wholly-owned Subsidiary of the Borrower that is an Included Subsidiary. “ Supported QFC ” is defined in Section 13.29 hereof. “ Swap Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. “ Tax Act ” means the Income Tax Act (Canada), and the regulations and rules promulgated thereunder, as amended, and any successor statute thereto. “ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, withholdings or similar charges (including ad valorem charges) imposed by any Governmental Authority and any and all interest and penalties related thereto. “ Term Credit ” means the credit facility for the Term Loans described in Section 2.1 hereof. “ Term Loan ” is defined in Section 2.1 hereof. The aggregate amount of the Term Loans outstanding on the Closing Date immediately after giving effect to the Term Loans to be made on the Closing Date is $71,100,000, as set forth on Schedule H hereto. “ Term Loan Commitment ” means with respect to the Term Loans, as to any Lender on the Closing Date, the obligation of such Lender to make its Term Loan on the Closing Date in the principal amount not to exceed the amount set forth opposite such Lender’s - 36 - name in the “Term Loan Commitment” column on Schedule H hereto. The aggregate amount of the Lenders’ unfunded Term Loan Commitments on the Closing Date is $71,100,000 (which amount shall be fully funded on the Closing Date pursuant to Section 2.1 hereof). “ Term Loan Percentage ” means, for each Lender, the percentage represented by (a) the sum of the outstanding aggregate principal amount of all Term Loans then outstanding of such Lender relative to (b) the sum of the outstanding aggregate principal amount of all Term Loans then outstanding of all Lenders. “ Test Period ” is defined in the definition of Adjusted EBITDA. “ Total Funded Debt ” means all funded Indebtedness for Borrowed Money (excluding the Obligations under this Agreement and the Loan Documents) of the Borrower and its Subsidiaries at such time determined on a consolidated basis, minus , Unrestricted Cash. For clarity, Total Funded Debt shall include, but not be limited to, the Credits (as defined under the First Lien Facilities) and Capital Leases (other than any Specified Capital Leases) and shall not include Borrower Unsecured Notes, accounts receivable that have been sold to a third party factoring firm or other third party financial institution (including the Permitted MUFG AR Program), any undrawn loan commitments or undrawn Letters of Credit (as defined under the First Lien Facilities), any accrued liabilities related to unsecured subordinated debt, earn outs (subject in each case to a subordination agreement satisfactory to the Administrative Agent), hedging obligations, product liability, warranty, pensions, deferred compensation, workers compensation, customer liens or healthcare and bonding requirements. “ Total Funded Debt/Adjusted EBITDA Ratio ” means, as of the last day of any fiscal quarter of the Borrower, the ratio of Total Funded Debt of the Borrower as of the last day of such fiscal quarter to Adjusted EBITDA of the Borrower for the period of four fiscal quarters then ended. “ UCC ” means the Uniform Commercial Code as in effect from time to time in the state of New York. “ Unrestricted Cash ” means up to $20,000,000 (reducing to $10,000,000 after the end of the fourth fiscal quarter following the Closing Date) of cash and/or cash equivalents of the Borrower and its Subsidiaries (in each case, free and clear of all Liens) to the extent the use thereof for the application to payment of indebtedness is not prohibited by law or any contract to which the Borrower or any of its Subsidiaries is a party and excluding cash and cash equivalents which (i) are listed as “restricted” on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date, (ii) constitute proceeds of a Specified Equity Contribution or (iii) following the date on which control agreements are required under this Agreement with respect to accounts located outside of Canada, are not held in accounts where the Administrative Agent does not have control (as defined in the UCC) of such account. - 37 - “ U.S. Dollars ” or “ $ ” means the lawful currency of the United States of America. “ U.S. Government Securities Business Day ” means any day except for (i) a Saturday, (ii) a Sunday or (iii) 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. “ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. “ U.S. Special Resolution Regimes ” is defined in Section 13.29 hereof. “ Venanpri ” means NATT Tools Group Inc. and its Subsidiaries. “ Voting Stock ” of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power for the election of directors or other similar governing body of such Person, other than stock or other equity interests having such power only by reason of the happening of a contingency. “ Wholly-owned Subsidiary ” means a Subsidiary of which all of the issued and outstanding shares of capital stock (other than directors’ qualifying shares as required by law) or other equity interests are owned by the Borrower and/or one or more Wholly-owned Subsidiaries within the meaning of this definition. “ Working Capital ” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, (a) current assets (excluding cash and cash equivalents, deferred taxes and accrued interest), minus (b) current liabilities (excluding the current portion of long term indebtedness, outstanding Revolving Loans (as defined under the First Lien Facilities), the current portion of any indebtedness attributable to Capital Leases, deferred Taxes and accrued interest); provided that increases or decreases in Working Capital shall be calculated without regard to any changes in current assets or current liabilities as a result of any (i) reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (ii) effects of purchase accounting, or (iii) impacts from non-cash currency translation adjustments, non-cash unrealized derivatives, non-cash reclassifications, interest, income taxes and dividends. 1.2 Interpretation (a) The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “ hereof ”, “ herein ”, and “ hereunder ” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “ include ”, “ includes ”, and “ including ” shall be deemed to be followed by the phrase “ without limitation ”. All references to time of day herein are references to New York City time unless otherwise specifically provided. Where the character - 38 - or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. (b) For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement or any Loan Document may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall include “movable property”, (b) “real property” or “real estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim”, “reservation of ownership” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the UCC or the PPSA shall include publication under the Civil Code of Québec , (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” hypothec as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction liens” or “mechanics, materialmen, repairmen, construction contractors or other like Liens” shall include “legal hypothecs” and “legal hypothecs in favor of persons having taken part in the construction or renovation of an immovable”, (l) “joint and several” shall include “solidary”, (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall include “ownership on behalf of another as mandatary”, (o) “easement” shall include “servitude”, (p) “priority” shall include “rank” or “prior claim”, as applicable (q) “survey” shall include “certificate of location and plan”, (r) “state” shall include “province or territory”, (s) “fee simple title” shall include “absolute ownership” and “ownership” (including ownership under a right of superficies), (t) “accounts” shall include “claims”, (u) “legal title” shall be including “holding title on behalf of an owner as mandatory or prete-nom”, (v) “ground lease” shall include “emphyteusis” or a “lease with a right of superficies, as applicable, (w) “leasehold interest” shall include a “valid lease”, (x) “lease” shall include a “leasing contract”, (y) “foreclosure” shall include “the exercise of a hypothecary recourse”, and (z) “guarantee” and “guarantor” shall include “suretyship” and “surety”, respectively. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only (except if another language is required under any applicable law) and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes - 39 - confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement (sauf si une autre langue est requise en vertu d’une loi applicable) . (c) Any reference to “advance” herein includes the cashless settlement on the Closing Date pursuant to the terms of the Purchase Agreement. 1.3 Currency References All amounts referred to in this Agreement are in US Dollars unless otherwise noted. 1.4 Change in Accounting Principles If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.6 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial con…

Document text

EX-99.2 · c116668_ex99-2.htm

EX-99.2
 5
 c116668_ex99-2.htm

 Exhibit 99.2

 Execution Version

 THIS LOAN IS ISSUED WITH ORIGINAL ISSUE DISCOUNT (&ldquo;OID&rdquo;)
AS DEFINED BY SECTION 1273(a)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE FOLLOWING INFORMATION IS PROVIDED PURSUANT
TO THE INFORMATION REPORTING REQUIREMENTS SET FORTH IN TREASURY REGULATION 1.1275-3.

 PLEASE REQUEST IN WRITING INFORMATION REGARDING THE DEBT INSTRUMENT&rsquo;S
ISSUE PRICE, OID, ISSUE DATE, AND YIELD TO MATURITY IN THE MANNER SPECIFIED IN SECTION 13.9.

 SECOND LIEN TRANCHE
B CREDIT AGREEMENT

 AMONG

 MERV FINCO LLC,

 as Borrower

 - and -

 THE GUARANTORS
FROM TIME TO TIME PARTIES HERETO,

 as Guarantors

 - and -

 THE
LENDERS FROM TIME TO TIME PARTIES HERETO,

as Lenders

 - and -

 UMB BANK, N.A.

 as Administrative Agent

 DATED June 9, 2026

 TABLE OF CONTENTS

 Page

 Article 1 Definitions; Interpretation
 1

 1.1
 Definitions
 1

 1.2
 Interpretation
 37

 1.3
 Currency References
 39

 1.4
 Change in Accounting Principles
 39

 1.5
 Divisions
 39

 1.6
 Excluded Subsidiaries and Immaterial Subsidiaries
 40

 1.7
 Special Purpose Entities
 40

 1.8
 Canadian References
 40

 1.9
 Permitted Liens
 40

 1.10
 Exhibits and Schedules
 40

 1.11
 Spanish Terms
 41

 Article 2 The Credit Facilities
 42

 2.1
 Term Loan Commitments
 42

 2.2
 Applicable Interest Rates; Fees
 42

 2.3
 Advance of Term Loans on Closing Date
 43

 2.4
 Maturity of Loans
 43

 2.5
 Prepayments
 44

 2.6
 Default Rate
 47

 2.7
 Evidence of Indebtedness
 48

 2.8
 [Reserved].
 48

 2.9
 Substitution of Lenders
 48

 Article 3 Fees
 49

 3.1
 Fees
 49

 Article 4 Place and Application of Payments
 49

 4.1
 Place and Application of Payments
 49

 Article 5 GuarantEes and Collateral
 51

 5.1
 Guarantees
 51

 5.2
 Security Delivered on the Closing Date
 51

 5.3
 Security Delivered Upon Closing of the Merv Acquisition
 52

 5.4
 Security Acknowledgement
 52

 5.5
 Excluded Property
 53

 5.6
 Liens on Real Property
 54

 5.7
 Further Assurances
 55

 5.8
 Limitations: Spain
 55

 5.9
 Limitations: Colombia
 55

 i

 TABLE OF CONTENTS (continued)

 Page

 Article 6 Representations and Warranties
 56

 6.1
 Organization and Qualification
 56

 6.2
 Corporate Structure
 56

 6.3
 Authority and Validity of Obligations
 57

 6.4
 Execution, Delivery, Performance and Enforceability of Documents
 57

 6.5
 Use of Proceeds; Margin Stock
 57

 6.6
 Financial Reports
 58

 6.7
 No Material Adverse Change
 58

 6.8
 Full Disclosure
 58

 6.9
 Trademarks, Franchises, and Licenses
 59

 6.10
 Governmental Authority and Licensing
 59

 6.11
 Good Title
 59

 6.12
 Litigation and Other Controversies
 59

 6.13
 Taxes
 59

 6.14
 Approvals
 60

 6.15
 Affiliate Transactions
 60

 6.16
 Investment Company
 60

 6.17
 ERISA
 60

 6.18
 Canadian Defined Benefit Pension Plan
 61

 6.19
 Compliance with Laws
 62

 6.20
 Other Agreements
 63

 6.21
 Solvency
 63

 6.22
 No Broker Fees
 63

 6.23
 No Default
 63

 6.24
 OFAC
 63

 6.25
 Anti-Corruption Laws
 63

 6.26
 Sanctions Laws
 64

 6.27
 Anti-Money Laundering Laws and Anti-Corruption Laws
 64

 6.28
 RCRA
 65

 6.29
 Charitable Status
 65

 6.30
 Third-Party Benefit
 65

 Article 7 Conditions Precedent
 65

 7.1
 All Credit Events
 65

 7.2
 Conditions to Closing Date
 66

 Article 8 Covenants
 70

 8.1
 Maintenance of Business
 70

 8.2
 Maintenance of Properties
 70

 8.3
 Taxes and Assessments
 70

 8.4
 Insurance
 70

 8.5
 Financial Reports and Notices
 71

 8.6
 Inspection
 74

 8.7
 Borrowings and Guarantees
 74

 8.8
 Holdings
 76

 ii

 TABLE OF CONTENTS (continued)

 Page

 8.9
 Liens
 76

 8.10
 Investments, Acquisitions, Loans and Borrowings
 78

 8.11
 Amalgamations, Mergers, Consolidations and Sales
 79

 8.12
 Maintenance of Subsidiaries
 81

 8.13
 Dividends and Certain Other Restricted Payments
 81

 8.14
 ERISA
 83

 8.15
 Canadian Defined Benefit Pension Plan
 83

 8.16
 Compliance with Laws, Etc
 83

 8.17
 Burdensome Contracts with Affiliates
 84

 8.18
 No Changes in Fiscal Year
 85

 8.19
 Formation of Subsidiaries
 85

 8.20
 Change in the Nature of Business and Liens
 85

 8.21
 Use of Proceeds
 85

 8.22
 No Restrictions
 85

 8.23
 Financial Covenants
 86

 8.24
 Limitation on Hedging Agreements
 88

 8.25
 Real Property Matters
 88

 8.26
 OFAC, Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws
 89

 8.27
 Anti-Money Laundering and Anti-Terrorism Finance Laws; Foreign Corrupt Practices Act; Sanctions; Restricted Person
 90

 8.28
 Foreign Subsidiaries
 91

 8.29
 First Lien Credit Agreement, Second Lien Tranche A Debt and Second Lien Tranche A Security
 91

 8.30
 Cash Management
 91

 8.31
 Special Purpose Entities
 91

 8.32
 JV Real Property
 92

 8.33
 Insurance Certificates Covenant
 92

 Article 9 Events of Default and Remedies
 92

 9.1
 Events of Default
 92

 9.2
 Non Bankruptcy Defaults
 95

 9.3
 Bankruptcy Defaults
 96

 9.4
 Notice of Default
 96

 9.5
 Appointment of a Monitor
 96

 9.6
 Borrower&rsquo;s Right to Cure
 96

 Article 10 Change in Circumstances
 97

 10.1
 Change in Law
 97

 10.2
 Increased Cost and Reduced Return
 97

 10.3
 Lending Offices
 99

 Article 11 The Administrative Agent
 99

 11.1
 Appointment and Authorization of Administrative Agent
 99

 11.2
 Administrative Agent and Its Affiliates
 99

 11.3
 Action by Administrative Agent
 100

 iii

 TABLE OF CONTENTS (continued)

 Page

 11.4
 Liability of Administrative Agent; Credit Decision
 102

 11.5
 Indemnity
 103

 11.6
 Resignation of Administrative Agent and Successor Administrative Agent
 103

 11.7
 Designation of Additional Agents
 104

 11.8
 Authorization to Release or Subordinate or Limit Liens
 104

 11.9
 Authorization to Enter into, and Enforcement of, the Collateral Documents
 105

 11.10
 Erroneous Payment
 107

 11.11
 Certain ERISA Matters
 109

 11.12
 Funding by Lenders; Presumption by Administrative Agent
 110

 11.13
 Payments by the Borrower; Presumptions by Administrative Agent
 110

 Article 12 The Guarantees
 111

 12.1
 The Guarantees
 111

 12.2
 Guarantee Unconditional
 111

 12.3
 Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances
 112

 12.4
 Subrogation
 113

 12.5
 Waivers
 113

 12.6
 Limit on Recovery
 113

 12.7
 Stay of Acceleration
 113

 12.8
 Benefit to Guarantors
 113

 12.9
 Guarantor Covenants
 114

 12.10
 Keepwell
 114

 Article 13 Miscellaneous
 114

 13.1
 Withholding Taxes
 114

 13.2
 No Waiver, Cumulative Remedies
 119

 13.3
 Non Business Days
 119

 13.4
 Documentary Taxes
 119

 13.5
 Designation of a Different Lending Office
 120

 13.6
 Survival of Representations
 120

 13.7
 Survival of Indemnities
 120

 13.8
 Sharing of Set Off
 120

 13.9
 Notices
 121

 13.10
 Counterparts
 122

 13.11
 Successors and Assigns
 123

 13.12
 Participants
 123

 13.13
 Assignments
 124

 13.14
 Amendments
 126

 13.15
 Headings
 127

 13.16
 Costs and Expenses; Indemnification
 127

 13.17
 Set Off
 129

 13.18
 Entire Agreement
 130

 13.19
 Governing Law
 130

 13.20
 Severability of Provisions
 130

 13.21
 Construction
 130

 13.22
 Lender&rsquo;s Obligations Several
 130

 iv

 TABLE OF CONTENTS (continued)

 Page

 13.23
 Submission to Jurisdiction; Waiver of Jury Trial
 131

 13.24
 USA Patriot Act
 131

 13.25
 Hypothecary Representative
 131

 13.26
 Confidentiality
 132

 13.27
 Judgment Currency
 133

 13.28
 Electronic Communication
 133

 13.29
 Acknowledgement Regarding Any Supported QFCs
 134

 13.31
 Pari Passu Second Lien Intercreditor Agreement
 136

 13.32
 Limitation on Recourse under Limited Circumstances
 137

 Exhibits and Schedules

 Exhibit A
 &ndash;
 Form of Notice of Payment Request

 Exhibit B
 &ndash;
 [Reserved]

 Exhibit C
 &ndash;
 [Reserved]

 Exhibit D
 &ndash;
 Form of Notice of Repayment

 Exhibit E
 &ndash;
 Form of Compliance Certificate

 Exhibit F
 &ndash;
 Form of Additional Guarantor Supplement

 Exhibit G
 &ndash;
 Assignment and Acceptance

 Exhibit H
 &ndash;
 [Reserved]

 Schedule A
 &ndash;
 Subsidiaries, Foreign Subsidiaries and Included Subsidiaries

 Schedule B
 &ndash;
 Intellectual Property

 Schedule C
 &ndash;
 Agreements with Affiliates

 Schedule D
 &ndash;
 Financial Statements

 Schedule E
 &ndash;
 Taxes

 Schedule F
 &ndash;
 Compliance with Laws

 Schedule G
 &ndash;
 Broker Fees

 Schedule H
 &ndash;
 Term Loans

 v

 SECOND LIEN TRANCHE
B Credit Agreement

 This Second Lien Tranche B Credit Agreement is
entered into as of June 9, 2026, by and among MERV FINCO LLC , a limited liability company existing under the laws of the
State of Delaware (the &ldquo; Borrower &rdquo;), MERV MIDCO LLC , a limited liability company existing under the laws
of the State of Delaware (&ldquo; Holdings &rdquo;), the direct and indirect Subsidiaries of the Borrower from time to time
party to this Agreement, as Guarantors, the financial institutions from time to time party to this Agreement, as Lenders, and UMB
BANK, N.A. , as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the
same meanings herein as such terms are defined in Section 1.1 hereof.

 Preliminary Statements

 WHEREAS, the Borrower has requested, and the Lenders
have agreed, on the terms and subject to the conditions set forth herein that the Lenders establish the Term Credit under this
Agreement in the aggregate amount of $71,100,000 as a portion of the purchase price of the Ames Acquired Companies in the context
of the Merv Acquisition;

 AND WHEREAS, the Obligations of the Borrower hereunder
shall be (i) secured by a second-ranking security interest over all of the assets of the Borrower and the Guarantors that secure
the First Lien Facilities and guaranteed by the same guarantors as the First Lien Facilities, and (ii) supported by a senior priority
payment right over all of the JV Real Property and all proceeds thereof, in accordance with the terms of the Second Lien Tranche
B Subordination Agreement;

 NOW, THEREFORE,
in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and the parties hereto hereby agree, as follows:

 Article 1

Definitions; Interpretation

 1.1 Definitions

 The following terms when used herein shall have
the following meanings:

 &ldquo; 230 Entities &rdquo; means,
collectively, 2304616 Ontario Inc. and SUBNATT LP.

 &ldquo; Acquired Business &rdquo;
means the entity or assets acquired by the Borrower or a Subsidiary in an Acquisition, whether before or after the Closing Date.

 &ldquo;Acquired Companies &rdquo;
means each of The Ames Companies, LLC, ClosetMaid Canada Limited, 1346022 Alberta ULC, Garant GP, ClosetMaid LLC, ClosetMaid (Jiangmen)
Storage Limited, Ames True Temper Global Sourcing Office, Ames Holdings, Inc., Bellota Herramientas, S.L.U., VNPI UK Holdings Limited,
Bellota M&eacute;xico, S.A. de C.V., Bellota Colombia, S.A.S., Bellota Venezuela C.A., Burgon & Ball Limited, Bellota US Corp.,
Corona Clipper, Inc., Manufacturera Corona Clipper, S.A. de C.V., Venanpri Tools Monterrey S. de R.L. de C.V. and Merv
ForCo, S.L .U.

 - 2 -

 &ldquo; Acquisition &rdquo; means
any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess
of 90% of the capital stock, shares, partnership interests, membership interests or equity of any Person (other than a Person that
is a Subsidiary or the formation of a Subsidiary solely to facilitate a Permitted Acquisition), or (c) a merger, amalgamation or
consolidation or any other combination with another Person (other than a Person that is a Subsidiary); provided that the
Borrower or a Person that is or will become a Subsidiary is the surviving entity.

 &ldquo; Act &rdquo; is defined in
Section 13.24 hereof.

 &ldquo; Adjusted EBITDA &rdquo; means,
for any period (a &ldquo; Test Period &rdquo;), EBITDA for such Test Period, except that in the event that a Permitted Acquisition
is consummated within any Test Period, Adjusted EBITDA for such Test Period shall be calculated on a pro forma basis to
include the historical EBITDA of the Acquired Business as evidenced by the financial statements required to be delivered to the
Administrative Agent pursuant to this Agreement in connection with the Permitted Acquisition (the &ldquo; Historical Financials &rdquo;)
for the period from the first (1st) day of such Test Period to, and including, the last date of the period covered by the Historical
Financials.

 &ldquo; Administrative Agent &rdquo;
 means UMB Bank, N.A., and any successor pursuant to Section 11.7 hereof.

 &ldquo; Administrative Questionnaire &rdquo;
 means an Administrative Questionnaire in a form supplied by or otherwise acceptable to the Administrative Agent.

 &ldquo; Affected Lender &rdquo; is
defined in Section 2.9 hereof.

 &ldquo; Affiliate &rdquo; means any
Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A
Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly,
the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership
of voting securities, common directors, trustees or officers, by contract or otherwise; provided that in any event for purposes
of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power
for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership interest
of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other
Person.

 &ldquo; Agency Fee Letter &rdquo;
means UMB Bank, N.A.&rsquo;s fee proposal dated April 22, 2026 and any subsequent fee letter (whether entered into prior to, on
or subsequent to the Closing Date) between the Borrower and the Administrative Agent.

 - 3 -

 &ldquo; Agreement &rdquo; means this
credit agreement, as it may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.

 &ldquo; Ames Acquired Companies &rdquo;
means each of The Ames Companies, LLC, ClosetMaid Canada Limited, 1346022 Alberta ULC, Garant GP, ClosetMaid LLC, ClosetMaid (Jiangmen)
Storage Limited, Ames True Temper Global Sourcing Office and Ames Holdings, Inc.

 &ldquo; Anti-Corruption Laws &rdquo;
means the applicable laws or regulations in any jurisdiction in which the Borrower or any of its Subsidiaries or Affiliates is
located or is doing business that relates to bribery or corruption, including the Corruption of Foreign Public Officials Act (Canada),
the Criminal Code (Canada), the U.S. Foreign Corrupt Practices Act of 1977, and all similar laws, rules, regulations and other
applicable laws.

 &ldquo; Anti-Money Laundering Laws &rdquo;
means the applicable laws and regulations in any jurisdiction in which the Borrower or any of its Subsidiaries or Affiliates is
located or is doing business that relates to the prevention and detection of money laundering, terrorist activity financing or
sanctions evasion, including: (i) in Canada, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and
the regulations made thereunder and the guidance of the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC)
and the Criminal Code (Canada); (ii) in the United States, the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), the U.S. Bank Secrecy Act,
the U.S. Corporate Transparency Act and the regulations made thereunder and the guidance of the U.S. Financial Crimes Enforcement
Network (FinCen); (iii) Spanish law 10/2010 of 28 April on the prevention of money laundering and the financing of terrorism; and
(iv) all similar laws, rules, regulations and other applicable laws.

 &ldquo; Approved Fund &rdquo;
 means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.

 &ldquo; Assignment and Acceptance &rdquo;
means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent
is required by Section 13.13 hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit G or any other
form approved by the Administrative Agent.

 &ldquo; Authorized Representative &rdquo;
means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2 hereof or on any update of any
such list provided by the Borrower to the Administrative Agent, or any further or different officers of the Borrower so named by
any Authorized Representative of the Borrower in a written notice to the Administrative Agent.

 - 4 -

 &ldquo; Available Excess Cash Flow &rdquo;
means the sum, without duplication, of (i) that amount of Residual Excess Cash Flow for each fiscal year not otherwise used by
the &ldquo;Available Excess Cash Flow&rdquo; baskets in the Permitted Acquisitions, Permitted Expansions and Permitted New Facilities,
Investments and restricted payments covenants, and (ii) the Available Excess Cash Flow Carry Forward.

 &ldquo; Available Excess Cash Flow Carry
Forward &rdquo; means, for any fiscal year, that amount of Available Excess Cash Flow not used during the previous fiscal year.

 &ldquo; Beneficial Ownership Certification &rdquo;
means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

 &ldquo; Beneficial Ownership Regulation &rdquo;
means 31 C.F.R. &sect; 1010.230.

 &ldquo; Borrower &rdquo; is defined
in the introductory paragraph of this Agreement.

 &ldquo; Borrower Security Agreement &rdquo;
means the security agreement dated as of the Closing Date between the Borrower and the Administrative Agent, as such agreement
may be amended, modified, supplemented or restated from time to time.

 &ldquo; Borrower Unsecured Notes &rdquo;
means all unsecured promissory notes issued by the Borrower to Persons that hold (whether directly or indirectly) Equity in the
Borrower with the provisions of such notes to be acceptable to the Administrative Agent and the Lenders and which shall include,
 inter alia, (x) full subordination and postponement of the indebtedness owing thereunder pursuant to a subordination
agreement satisfactory to the Administrative Agent, acting reasonably, (y) a pledge of such notes in favour of the Administrative
Agent, and (z) and no rights to exercise any remedies in respect of such indebtedness until such time as all Obligations have been
paid in full.

 &ldquo; Borrower&rsquo;s LLC Agreement &rdquo;
means that certain amended and restated limited liability company agreement of the Borrower dated as of the Closing Date, as amended,
restated, supplemented or otherwise modified from time to time.

 &ldquo; Borrowing &rdquo; means the
total of the Term Loans advanced on the Closing Date. Borrowing of the Term Loans is made and maintained rateably from each of
the Lenders under the Term Credit according to their Term Loan Percentages. The Borrowing is &ldquo; advanced &rdquo; on the
Closing Date and is &ldquo; continued &rdquo; on the date a new Interest Period for the Term Loans commences for the Borrowing,
as determined pursuant to Section 2.6 hereof.

 &ldquo; Business Day &rdquo; means
any day other than a Saturday or a Sunday on which the main branches of the Administrative Agent in Minnesota and New York are
open for normal banking business.

 &ldquo; Canadian Defined Benefit Pension
Plan &rdquo; means (i) a &ldquo;registered pension plan&rdquo; (as defined in subsection 248(1) of the Tax Act), and (ii) any
other pension plan that is

 - 5 -

 subject to applicable federal or provincial
pension standards legislation in Canada, which (in the case of (i) or (ii)) contains a &ldquo;defined benefit provision&rdquo;
as defined in subsection 147.1(1) of the ITA; provided, however, that a &ldquo;Canadian Defined Benefit Pension Plan&rdquo; does
not include statutory plans in which any Person is required to contribute pursuant to applicable laws, such as the Canada Pension
Plan or the Qu&eacute;bec Pension Plan (if applicable) as maintained by the Government of Canada or the Province of Qu&eacute;bec.

 &ldquo; Canadian Dollar Equivalent &rdquo;
means with respect to a currency other than Canadian Dollars, the amount
obtained when the amount is translated into Canadian Dollars using the Agent&rsquo;s noon spot rate on the Business Day with respect
to which such computation is required for the purpose of this Agreement .

 &ldquo; Canadian Dollars &rdquo;
or &ldquo; Cdn $ &rdquo; means the lawful money of Canada.

 &ldquo; Canadian Insolvency Laws &rdquo;
means any of the Bankruptcy and Insolvency Act (Canada), the Companies&rsquo; Creditors Arrangement Act (Canada), and the Winding-up
and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency
or other similar law of Canada or any province or territory thereof relating to bankruptcy, insolvency, assignments for the benefit
of creditors, formal or informal moratoria, compositions, compromises or extensions generally with creditors, or proceedings seeking
reorganization, recapitalization, arrangement, dissolution, liquidation, winding-up, or permitting a debtor to obtain a stay or
a compromise of the claims of its creditors against it, or other similar relief (including, without limitation, the Canadian corporate
statutes when relied upon in connection with any of the foregoing).

 &ldquo; Capital Expenditures &rdquo;
means, with respect to any Person for any period, the aggregate amount of all expenditures, whether paid in cash or accrued as
a liability by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital
assets or additions to property, plant, or equipment (including replacements, trucks, machinery and other equipment, capitalized
repairs, and improvements, including building improvements) that should be capitalized on the balance sheet of such Person in accordance
with GAAP; provided, however , that Capital Expenditures shall not include:

 (a) expenditures to the extent they are made with the proceeds of the issuance of Equity or subordinated shareholder loans by the
Borrower after the Closing Date;

 (b) expenditures with proceeds of insurance settlements, condemnation awards and other settlements in respect to an Event of Loss
to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other
property, or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the
business of the Borrower and its Subsidiaries within 15 months of receipt of such proceeds (or, if not made within such period
of 15 months, are committed to be made during such period);

 - 6 -

 (c) interest capitalized during such period;

 (d) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party
(excluding the Borrower or any Subsidiary thereof) and for which neither the Borrower nor any Subsidiary has provided or is required
to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person (whether before,
during or after such period);

 (e) the book value of any asset owned by such Person prior to or during such period to the extent that such book value is included
as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period
without a corresponding expenditure actually having been made in such period; provided that (i) any expenditure necessary
in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually
is made and (ii) such book value shall have been included in Capital Expenditures when such asset was originally acquired;

 (f) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination
of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus
equipment, in each case, in the ordinary course of business;

 (g) investments in respect of a Permitted Acquisition, Permitted Expansion or Permitted New Facilities;

 (h) the purchase of property, plant or equipment made within 15 months of the sale of any asset to the extent purchased with the
proceeds of such sale (or, if not made within such period of 15 months, to the extent committed to be made during such period);
or

 (i) assets that are utilized under operating leases if deemed by GAAP to be a capital expenditure.

 &ldquo; Capital Lease &rdquo; means
any lease of Property which, in accordance with GAAP, is required to be capitalized on the balance sheet of the lessee. For purposes
of this Agreement, (i) &ldquo;Capital Lease&rdquo; shall exclude the Specified Capital Lease, and (ii) all operating leases shall
be treated for accounting purposes in the same manner as they were prior to the implementation of IFRS 16 or ASU 2016-02 Leases.

 &ldquo; Capitalized Lease Obligation &rdquo;
means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined
in accordance with GAAP. For the avoidance of doubt, &ldquo;Capitalized Lease Obligation&rdquo; shall

 - 7 -

 exclude the amount of the liability shown
on the balance sheet in respect of the Specified Capital Lease.

 &ldquo; CERCLA &rdquo; means
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization
Act of 1986, 42 U.S.C. &sect;&sect; 9601 et seq., and any future amendments.

 &ldquo; Change in Law &rdquo; means
the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a &ldquo;Change in Law&rdquo;, regardless
of the date enacted, adopted or issued.

 &ldquo; Change of Control &rdquo;
means (a) the failure of one or more ONCAP Entities and their Affiliates and the 230 Entities to own and control, directly or indirectly,
at least 50.1% of the Equity carrying the voting and economic interests of the Borrower, or (b) the failure of one or more ONCAP
Entities and their Affiliates to Control the Borrower.

 &ldquo; Closing Date &rdquo; means
June 9, 2026.

 &ldquo; Code &rdquo; means the Internal
Revenue Code of 1986, as amended, any successor statute thereto, and the regulations promulgated and rulings issued thereunder.

 &ldquo; Collateral &rdquo; means,
with respect to any Person, all or any portion of its undertaking, property and assets, both real and personal, including for greater
certainty any share in the capital of a corporation or ownership interest in any other Person. For certainty, &ldquo;Collateral&rdquo;
shall not include Excluded Collateral.

 &ldquo; Collateral Documents &rdquo;
 means the Security Agreements and all other mortgages, deeds of trust, security agreements, hypothecs, any notice of charge,
acknowledgement from an account bank, or other instrument entered into for the purpose of perfecting security over a UK deposit
account, pledge agreements, assignments, financing statements, RPMRR registration forms, deposit account control agreements and
other documents as shall from time to time secure or relate to the Obligations or any part thereof.

 &ldquo; Colombian Civil Code &rdquo;
means the Colombian Civil Code ( C&oacute;digo Civil de Colombia ), adopted by Law 57 of 1887, as amended from time to time.

 - 8 -

 &ldquo; Colombian Credit Party &rdquo;
means any Credit Party incorporated or existing in the Republic of Colombia.

 &ldquo; Colombian Foreign Exchange Regulations &rdquo;
means the foreign exchange regulations of the Republic of Colombia, including Resoluci&oacute;n Externa 1 of 2018 of the Banco
de la Rep&uacute;blica de Colombia, as amended from time to time.

 &ldquo; Colombian Guarantor &rdquo;
means a Guarantor incorporated or existing in the Republic of Colombia.

 &ldquo; Colombian Insolvency Law &rdquo;
means Law 1116 of 2006 ( Ley 1116 de 2006, por la cual se establece el R&eacute;gimen de Insolvencia Empresarial en la Rep&uacute;blica
de Colombia ).

 &ldquo; Colombian Movable Security Law &rdquo;
means Law 1676 of 2013 ( Ley 1676 de 2013, por la cual se promueve el acceso al cr&eacute;dito y se dictan normas sobre garant&iacute;as
mobiliarias ), as amended from time to time, and its implementing regulations.

 &ldquo; Colombian Movable Security Registry &rdquo;
or &ldquo;RGM&rdquo; means the Registro de Garant&iacute;as Mobiliarias administered by the Confederaci&oacute;n Colombiana de
C&aacute;maras de Comercio ( Confec&aacute;maras ) pursuant to the Colombian Movable Security Law.

 &ldquo; Commodity Exchange Act &rdquo;
means the Commodity Exchange Act (7 U.S.C. &sect; 1 et seq.), as amended from time to time, and any successor statute.

 &ldquo; Consolidated Net Income &rdquo;
 means, with reference to any Test Period, the aggregate of the net income (loss) of such Person and its Subsidiaries for such
period, on a consolidated basis; provided, however , that, without duplication,

 (a) extraordinary, unusual or nonrecurring gains or losses or income or expenses or charges (including but not limited to charges
or losses (i) on sales or dispositions of assets outside of the ordinary course of business and write downs or impairments of assets,
(ii) incurred in connection with discontinuing operations and the disposal of related assets, and (iii) attributable to the early
extinguishment of indebtedness or derivative instruments) shall be excluded;

 (b) the cumulative effect of a change in accounting principles during such period shall be excluded;

 (c) the effects of purchase accounting adjustments shall be excluded;

 (d) any non-cash expenses resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants
or sales of stock, stock appreciation or similar rights shall be excluded;

 (e) the non-cash portion of &ldquo;straight-line&rdquo; rent expense shall be excluded;

 - 9 -

 (f) the cash portion of &ldquo;straight-line&rdquo; rent expense which exceeds the amount expensed in respect of such rent expense
shall be included;

 (g) IEEPA Refunds shall be excluded; and

 (h) foreign exchange losses or gains resulting from the translation or exchange of foreign assets and liabilities denominated in
a foreign currency into US Dollars shall be excluded.

 &ldquo; Contingent Obligations &rdquo;
means contingent indemnification obligations or liability under other provisions relative to reimbursement to the Lenders of amounts
sufficient to protect the yield of the Lenders with respect to the Term Loans.

 &ldquo; Control &rdquo; means the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.

 &ldquo; Controlled Group &rdquo;
means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common
control which, together with the Borrower, would be deemed to be a &ldquo;single employer&rdquo; within the meaning of Section
414(b), (c), (m) or (o) of the Code. Notwithstanding the foregoing, in no event shall the term &ldquo;Controlled Group&rdquo; include
any Subsidiary of an ONCAP Entity or Griffon Entity other than the Borrower and its Subsidiaries.

 &ldquo; Credit Cards &rdquo; means
credit cards issued to Credit Parties with an aggregate credit limit of $1,000,000 comprised of, as at the Closing Date, (i) unsecured
credit cards issued by Banco Bilbao Vizcaya Argentaria, S.A. and BBVA M&eacute;xico, S.A., Instituci&oacute;n de Banca M&uacute;ltiple,
Grupo Financiero BBVA M&eacute;xico and the Ramp unsecured credit cards issued by Ramp Business Corporation, and (ii) credit cards
issued by The Toronto-Dominion Bank.

 &ldquo; Credit Event &rdquo; means
the advancing of any Loan.

 &ldquo; Credit Exposure &rdquo; means
any period of time during which any Term Loan Commitment is outstanding or any Obligation remains unpaid; provided, however ,
that no Credit Exposure shall be deemed to exist solely due to the existence of Contingent Obligations, absent the assertion of
a claim with respect thereto.

 &ldquo; Credit Parties &rdquo; means
the Borrower and all Included Subsidiaries.

 &ldquo; Debtor Relief Laws &rdquo;
means the Bankruptcy Code of the United States, all Canadian Insolvency Laws, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, arrangement, rearrangement, receivership, insolvency, winding up, reorganization,
or similar debtor relief laws of the United States, Canada, Mexico, Spain, Colombia, the United Kingdom or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally.

 - 10 -

 &ldquo; Default &rdquo; means any
event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event
of Default.

 &ldquo; Default Rate &rdquo; is defined
in Section 2.6 hereof.

 &ldquo; Disposition &rdquo; means
the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under
Sections 8.11(a), (b), (c), (d), (e), (f), (h), (i), (k),(l), (m), (o) or (q) hereof.

 &ldquo; EBITDA &rdquo; means, with
reference to any Test Period, an amount equal to Consolidated Net Income for such period

 plus

 (a) without duplication, the following (to the extent the amounts were deducted (other than item (ix) in calculating Consolidated
Net Income for such period):

 (i) Interest Expense, including payments paid or payable in connection with all subordinated debt and related party note payments
and accruals;

 (ii) tax expense (including, without limitation, any federal, state, provincial, territorial, local and foreign income, gross margin
and franchise taxes and similar taxes);

 (iii) depreciation and amortization expense;

 (iv) non-cash expenses and charges, reducing such Consolidated Net Income (including purchase accounting adjustments);

 (v) fees, costs, accruals, payments and expenses incurred in connection with the transaction and the related financings and transactions
and any other Investment, Permitted Expansion, Permitted New Facility, Acquisition, dividends, Disposition, consolidations, restructuring,
recapitalization, equity issuance or incurrence of indebtedness or repayment of indebtedness permitted under the Term Credit (whether
or not consummated), and any amendments, waivers or other modifications thereto or repayments thereof, subject to a maximum of
$10,000,000;

 (vi) realized or unrealized losses resulting from interest rate or currency derivatives used for hedging activities (including mark-to-market
accounting related items);

 (vii) all restructuring costs, business optimization costs (including the costs of consultants and other third party advisors), integration
costs, retention, recruiting, relocation and signing bonuses and expenses, stock option and other equity-based compensation expenses,
severance costs,

 - 11 -

 consulting costs, transaction fees and
expenses and management fees and expenses, including, without limitation, any one-time expenses relating to enhanced accounting
function, operating improvements or changes, new projects, the initiation of a new business line or expansion of an existing business
line, and other transaction costs, including those associated with becoming a standalone entity or a public company; provided that
the foregoing shall not exceed ten (10%) percent of Adjusted EBITDA;

 (viii) board of directors fees and related travel expenses up to $500,000 and other expenses required to be reimbursed pursuant to
the transaction services agreement up to $200,000;

 (ix) pro forma &ldquo;run rate&rdquo; cost savings, operating expense reductions and synergies related to Acquisitions, Dispositions
and other specified transactions, in each case, net of the amount of actual benefits received, that are reasonably identifiable
(and reasonably anticipated to be realized within twelve (12) months after the date that the applicable action has been taken or
the date that the applicable action is expected to be taken), factually supported and projected by the Borrower in good faith to
result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken
(in the good faith determination of the Borrower and subject to certification by a responsible officer of the Borrower) within
twelve (12) months after the end of the applicable measurement period; provided that the aggregate amount added back pursuant to
this clause (ix) for any period shall not exceed five (5%) percent of Adjusted EBITDA for such period (calculated after giving
effect to any such add-backs);

 (x) extraordinary, unusual or non-recurring charges, expenses or losses up to a maximum of ten
( 10%) percent of Adjusted EBITDA;

 (xi) proceeds of business interruption insurance received in cash during such period (or so long as such amount is reasonably expected
to be received in a subsequent calculation period and within one year from the date of the underlying loss); provided, that (A)
if such amount is not so reimbursed or received within such one year period, such expenses or losses shall be subtracted in the
subsequent calculation period, and (B) if reimbursed or received in a subsequent period, such amount shall not be added back in
calculating EBITDA in such subsequent period;

 (xii) pro forma adjustments used in connection with the calculation of &ldquo; Pro Forma Adjustments&rdquo; as set forth
in the RSM Quality of Earnings Report dated as of October 1, 2025, the PwC Quality of Earnings Report dated as of September 24,
2025, and the RSM synergies report dated as of

 - 12 -

 October 1, 2025 in each case net of the
amount of actual benefits realized during such period from such adjustments;

 (xiii) letter of credit fees to the extent deducted from Consolidated Net Income;

 (xiv) charges, losses or expenses to the extent indemnified or insured or reimbursed by a third party to the extent such indemnification,
insurance or reimbursement is actually received in cash for such period (or reasonably expected to be so paid or reimbursed within
three hundred sixty-five (365) days after the end of such period to the extent not accrued); provided that (A) if such amount is
not reimbursed or within such one-year period, such expenses or losses shall be subtracted in the subsequent calculation period,
and (B) if reimbursed or received in a subsequent period, such amounts shall not be added back in calculating EBITDA in such subsequent
periods;

 (xv) adjustments consistent with Article 11 of Regulation S-X promulgated under the U.S. Securities Exchange Act of 1934;

 (xvi) charges, losses, costs and expenses in connection with litigation or the settlement thereof;

 (xvii) earn-out and deferred purchase price obligations (in each case to the extent included in Consolidated Net Income) incurred
in connection with any Permitted Acquisition or other Investment permitted under this Agreement and paid or accrued during such
period and on similar Acquisitions and Investments completed prior to or contemporaneous with the Closing Date; and

 (xviii) any non cash expenses resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants
or sales of stock, stock appreciation or similar rights;

 minus

 (b) without duplication, the following to the extent included in calculating Consolidated Net Income for such period:

 (i) income, franchise and similar tax credits:

 (ii) non-cash charges previously added back to Consolidated Net Income in determining EBITDA to the extent such non-cash charges
have become cash expenditures during such period;

 - 13 -

 (iii) unrealized gains resulting from interest rate or currency derivatives used for hedging activities (including mark-to-market
accounting-related items); and

 (iv) any other non-cash items increasing such Consolidated Net Income (other than such non-cash items to the extent that it will
result in the receipt of cash payments in any future period).

 The aggregate amount of addbacks under
(a)(vii), (ix) and (x) shall not exceed fifteen (15%) percent of Adjusted EBITDA.

 Notwithstanding the foregoing, for purposes
of determining EBITDA under this Credit Agreement, the initial amounts of EBITDA shall be as follows: for the fiscal quarter ended
on June 30, 2025, $ 18,823,436 ; for the fiscal quarter ended on September
30, 2025, $ 22,643,046, for the fiscal quarter ended on December 31, 2025,
$17,662,861 , and for the fiscal quarter ended on March 31, 2026,
$19,262,068 .

 &ldquo; ECF Prepayment Percentage &rdquo;
means, with respect to any fiscal year of the Borrower, (a) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of such
fiscal year exceeds 3.75 to 1.00, 50%, (b) if the Total Funded Debt/Adjusted EBITDA Ratio as of the end of such fiscal year is
less than or equal to 3.75 to 1.00 but is greater than 2.75 to 1.00, 25%, and (c) if the Total Funded Debt/Adjusted EBITDA Ratio
as of the end of such fiscal year is less than or equal to 2.75 to 1.00, 0%.

 &ldquo; Eligible Assignee &rdquo;
 means (x) at any time the First Lien Facilities are outstanding, (a) Griffon Entity and (b) an Affiliate of Griffon Entity
and (y) otherwise, (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural
Person) approved by (i) the Administrative Agent and (ii) unless an Event of Default has occurred and is continuing, the Borrower
(each such approval not to be unreasonably withheld or delayed); provided that, notwithstanding the foregoing, &ldquo; Eligible
Assignee &rdquo; shall not include the Borrower or any Guarantor or any of the Borrower&rsquo;s or such Guarantor&rsquo;s
Affiliates or Subsidiaries.

 &ldquo; Eligible Line of Business &rdquo;
means any business engaged in as of the Closing Date by the Borrower or any of its Subsidiaries, and any business reasonably related
thereto.

 &ldquo; Environmental Claim &rdquo;
 means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree,
penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in
connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from
any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order
of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to occupational health or safety,
natural resources or the environment.

 - 14 -

 &ldquo; Environmental Law &rdquo;
means any current or future Legal Requirement pertaining to (a) the protection of occupational health or safety and the indoor
or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of
surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment,
storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material
or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order
or directive issued thereunder.

 &ldquo; Equity &rdquo; means, as
of any date of determination, the cumulative amount of proceeds resulting from the issuance of equity by, or the cash contribution
to, the Borrower after the Closing Date; provided , however , that for purposes of this Agreement and any other Loan
Document, Equity shall not include any Specified Equity Contribution.

 &ldquo; ERISA &rdquo; means the Employee
Retirement Income Security Act of 1974, as amended, or any successor statute thereto, and the regulations promulgated thereunder.

 &ldquo; Euro &rdquo; or &ldquo; &euro; &rdquo;
means the single currency of Participating Member States.

 &ldquo; Event of Default &rdquo;
means any event or condition identified as such in Section 9.1 hereof.

 &ldquo; Event of Loss &rdquo; means,
with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property or (b) any condemnation,
seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property
or the requisition of the use of such Property (or any deed in lieu thereof).

 &ldquo; Excess Cash Flow &rdquo;
means, in respect of any fiscal year of the Borrower, an amount equal to, without duplication,

 (a) EBITDA for such period,

 (i) minus the sum of all scheduled payments of principal on funded senior debt for the applicable period ending on the date of
determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date
of determination);

 (ii) minus cash Interest Expense for such period;

 (iii) minus amounts paid in cash in respect of tax expense (including, without limitation, any federal, state, provincial, territorial,
local and foreign income, gross margin and franchise taxes and similar taxes) with respect to such period;

 - 15 -

 (iv) minus increases in Working Capital;

 (v) plus decreases in Working Capital;

 (vi) minus optional prepayments of non-revolving funded senior debt and of revolving funded senior debt accompanied by a corresponding
commitment reduction (in each case, other than the Credits (as defined under the First Lien Credit Agreement)) except in each case
to the extent financed with the proceeds of other debt;

 (vii) minus without duplication, all other cash charges paid during such period that were added-back in the determination of EBITDA
for such period, (including realized currency exchange and hedging losses);

 (viii) minus to the extent consisting of payments of cash during such period and except to the extent financed with the proceeds of
debt, additional Equity or any funds included in Available Excess Cash Flow pursuant to clause (ii) of the definition thereof,
(A) Capital Expenditures, (B) Permitted Acquisitions, Permitted Expansions, Permitted New Facilities and other permitted Investments
in third parties (other than cash equivalents), and (C) permitted Restricted Payments;

 (ix) minus Capital Expenditures, Permitted Acquisitions, Permitted Expansions, Permitted New Facilities and/or permitted Investments
that the Borrower or any Subsidiary shall, during such applicable period, become obligated to make in cash but that are not made
during such applicable period; provided, that (A) the Borrower shall deliver a certificate to the Administrative Agent not later
than one-hundred and eighty (180) days after the end of such applicable period, signed by an officer of the Borrower and certifying
that such Capital Expenditures, Permitted Acquisitions, Permitted Expansions, Permitted New Facilities and/or permitted Investments
that were made during the one-hundred and eighty (180) days following the applicable period, and (B) any amount so deducted shall
not be deducted again in a subsequent applicable period;

 (x) minus the amount of management or other fees and related expenses paid in cash to any ONCAP Entity, Venanpri, Griffon or any
Affiliate thereof during such period;

 (xi) minus losses excluded from the calculation of Consolidated Net Income by operation of clause (i) of the definition thereof
that are paid or realized in cash during such Excess Cash Flow period;

 - 16 -

 (xii) plus extraordinary, unusual or non-recurring cash gains excluded from the calculation of EBITDA (including realized currency
exchange and hedging gains);

 (xiii) plus cash received from divestitures to the extent that such cash was not included in the calculation of EBITDA;

 (xiv) minus any earn-out and deferred purchase price obligations paid during such period that were added back in the determination
of EBITDA for such period (including, without limitation, in connection with the Merv Acquisition);

 (xv) minus the amount of any payments of cash interest or payments of principal and accrued non-cash interest on subordinated indebtedness
of the Borrower and any distributions to Holdings for payment of cash interest or payments of principal and accrued non-cash interest
on Holdings subordinated shareholder debt and convertible debentures; and

 (xvi) minus any distributions to Holdings to pay (or to fund further distributions to indirect equity holders to pay) tax liabilities
attributable to the income of the Borrower and its Subsidiaries.

 Notwithstanding the foregoing, for purposes
of calculating Excess Cash Flow, the pro forma adjustments pursuant to clauses (ix) and (x) of the definition of &ldquo;EBITDA&rdquo;
shall not be taken into account in the calculation of Excess Cash Flow.

 &ldquo; Excluded Assets &rdquo; means
each of the following: (a) the JV Real Property, (b) all of the Equity and assets of the Excluded Subsidiaries, (c) the Securitization
Notes, (d) the bank accounts listed on Schedule I attached hereto that are used solely and exclusively to service the Permitted
MUFG AR Program and in which the funds contained therein are derived exclusively from loans advanced by MUFG or receipts of payment
on accounts receivable purchased by Special Purpose Entities in connection with the Permitted MUFG AR Program, (e) assets of the
Mexican Subsidiaries where providing second ranking Encumbrances in favour of the Administrative Agent is prohibited by applicable
law or creates a risk of criminal liability for any Mexican Subsidiary and its directors and officers, and (f) any IEEPA Refund
assigned or payable to Griffon, Venanpri or their respective Affiliates (other than Holdings and its Subsidiaries) pursuant to
the IEEPA Refund Letter Agreement.

 &ldquo; Excluded Collateral &rdquo;
is defined in Section 5.5 hereof.

 &ldquo; Excluded Subsidiaries &rdquo;
means (i) Bellota Venezuela, a Venezuela corporation and Ames True Temper Global Sourcing Office and ClosetMaid (Jiangmen) Storage
Limited, Chinese corporations, and (ii) the Special Purpose Entities.

 - 17 -

 &ldquo; Excluded Swap Obligation &rdquo;
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such
Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof)
is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Guarantor&rsquo;s failure for any reason to constitute
an &ldquo;eligible contract participant&rdquo; as defined in the Commodity Exchange Act and the regulations thereunder at the time
the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation.
If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

 &ldquo; Executive Order &rdquo; has
the meaning set forth in Section 6.26.

 &ldquo; Excluded Taxes &rdquo; means,
with respect to a Recipient, (a) Taxes imposed on or measured by such Recipient&rsquo;s net income (however denominated) or franchise
Taxes, in each case (i) imposed on it by any jurisdiction (or any political subdivision therein) under the Applicable Laws of which
such Recipient is organized or resident for tax purposes or in which its principal office is located or, in the case of any Lender,
in which its applicable lending office is located, or (ii) Taxes that are Other Connection Taxes, (b) any branch profits Tax or
any similar Tax that is imposed by any jurisdiction described in clause (a) above, (c) any Taxes arising from a Recipient&rsquo;s
failure to properly comply with Section 13.1(f), (d) any Taxes arising from a Recipient&rsquo;s failure to properly comply with
such Recipient&rsquo;s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation
Act (Canada) or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the
United States of America to provide for the implementation of FATCA-based reporting in that jurisdiction, and for certainty including
in all circumstances any U.S. federal withholding Taxes for or in respect of FATCA, (e) U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan pursuant to a law in
effect on the date on which (i) such Recipient acquires such interest in the Loan, or (ii) such Recipient changes its lending office,
except in each case to the extent that, pursuant to Section 13.1, amounts with respect to such Taxes were payable either to such
Recipient&rsquo;s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed
its lending office, and (f) any Canadian withholding Taxes arising as a result of: (i) the Recipient not dealing at arm&rsquo;s
length (within the meaning of the Tax Act) with a Credit Party; (ii) the Recipient being a &ldquo;specified non-resident shareholder&rdquo;
(as defined in subsection 18(5) of the Tax Act) of a Credit Party or not dealing at arm&rsquo;s length (for the purposes of the
Tax Act) with a &ldquo;specified shareholder&rdquo; (as defined in subsection 18(5) of the Tax Act) of a Credit Party; or (iii)
a Credit Party being a &ldquo;specified entity&rdquo; (as defined in subsection 18.4(1) of the Tax Act) in respect of a Recipient,
except in each case of (i) to (iii) above where the non-arm&rsquo;s length relationship arises, the recipient is a

 - 18 -

 specified non-resident shareholder of
a Credit Party or does not deal at arm&rsquo;s length with a specified shareholder of a Credit Party, or a Credit Party is a specified
entity in respect of a Recipient, as applicable, solely as a result having entered into or performed its obligations hereunder
or under any other Loan Document.

 &ldquo; Existing Debt &rdquo; means
the indebtedness owing by the Acquired Companies that does not constitute indebtedness permitted hereunder.

 &ldquo; FATCA &rdquo; 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 regulations or official interpretations thereof,
any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such
Sections of the Code.

 &ldquo; FCPA &rdquo; means the U.S.
Foreign Corrupt Practices Act of 1977.

 &ldquo; Federal Flood Insurance &rdquo;
means, federally backed Flood Insurance available under the National Flood Insurance Program in the United States to owners of
real property improvements located in Special Flood Hazard Areas in the United States in a community participating in the National
Flood Insurance Program in the United States.

 &ldquo; Federal Funds Effective Rate &rdquo;
means, for any day, the rate on overnight federal funds transactions calculated by the Federal Reserve Bank of New York as the
federal funds effective rate, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of the quotations for that day on overnight federal
funds transactions received by the Administrative Agent from three depository institutions of recognized standing selected by the
Administrative Agent.

 &ldquo; FEMA &rdquo; means, the Federal
Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance
Program.

 &ldquo; FIRREA &rdquo; means the
 Financial Institutions Reform, Recovery and Enforcement Act of 1989 .

 &ldquo; First Lien Administrative Agent &rdquo;
means Toronto Dominion (Texas), LLC, in its capacity as administrative agent for the lenders under the First Lien Credit Agreement,
and its successors and permitted assigns.

 &ldquo; First Lien Credit Agreement &rdquo;
means the credit agreement dated as of the Closing Date among, inter alios , the Borrower, the guarantors party thereto,
the lenders party thereto and the First Lien Administrative Agent, providing for the First Lien Facilities, as

 - 19 -

 such agreement may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time.

 &ldquo; First Lien Facilities &rdquo;
means the senior secured credit facilities made available to the Borrower pursuant to the First Lien Credit Agreement, in such
amount as is permitted under the Second Lien Tranche B Subordination Agreement and any refinancing, replacement or extension thereof
permitted under the terms of the Second Lien Tranche B Subordination Agreement.

 &ldquo; Fixed Charge Coverage Ratio &rdquo;
has the meaning set forth in Section 8.23(c).

 &ldquo; Flood Insurance &rdquo; means,
for any real estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets the requirements
set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. Flood Insurance shall be in an amount equal to the maximum
secured amount under the Mortgage for the relevant Mortgaged Property, the full unpaid balance of the Borrowings and any prior
encumbrances on the real property up to the maximum policy limits set under the National Flood Insurance Program, in each case,
with deductibles not to exceed $50,000.

 &ldquo; Foreign Lender &rdquo; means
any Lender that is not a U.S. Person.

 &ldquo; Foreign Subsidiary &rdquo;
means (i) Bellota Venezuela C.A., Ames True Temper Global Sourcing Office and ClosetMaid (Jiangmen) Storage Limited, and (ii) each
Subsidiary which is organized under the laws of a jurisdiction other than (x) the United States of America or any state thereof
or the District of Columbia or (y) Canada or any province or territory thereof, in which the granting of a guarantee in favour
of the Administrative Agent will have a material adverse tax consequence to the Borrower (or any of its Subsidiaries as reasonably
determined by the Borrower in good faith consultation with the Administrative Agent). As of the Closing Date, the Foreign Subsidiaries
are listed on Schedule A.

 &ldquo; Fund &rdquo; means
any Person (other than a natural Person) 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 its business.

 &ldquo; GAAP &rdquo; means generally
accepted accounting principles in the United States applied on a consistent basis; provided that the Loan Documents shall permit
the Borrower and its Subsidiaries to convert their financial reporting from generally accepted accounting principles in the United
States to IFRS and, following such conversion, &ldquo;GAAP&rdquo; shall mean IFRS applied on a consistent basis.

 &ldquo; Governmental Authority &rdquo;
means the government of the United States of America, Canada or any other nation, or of any political subdivision thereof, whether
state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing,

 - 20 -

 regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central
Bank).

 &ldquo; Griffon &rdquo; means Griffon
Corporation, a Delaware corporation.

 &ldquo; Griffon Entities &rdquo;
means Griffon and each member of the Griffon Group that holds shares of the common stock or other Equity of the Borrower.

 &ldquo; Griffon Group &rdquo; means,
collectively, Griffon and each of its direct and indirect Subsidiaries.

 &ldquo; Group &rdquo; means:

 (a) in the case of any entity who is an individual, (i) such entity, and (ii) all trusts solely for the benefit of such entity
that are controlled solely by such entity;

 (b) in the case of any entity that is a partnership, (i) such entity, (ii) its limited, special and general partners, and (iii)
all Affiliates of such entity; and

 (c) in the case of any entity that is a corporation or a limited liability company, (i) such entity, (ii) its stockholders or members,
as the case may be, and (iii) all Affiliates of such entity.

 &ldquo; Guarantee &rdquo; and &ldquo; Guarantees &rdquo;
are each defined in Section 5.1 hereof.

 &ldquo; Guarantor &rdquo; and &ldquo; Guarantors &rdquo;
are each defined in Section 5.1 hereof.

 &ldquo; Guarantor Security Agreement &rdquo;
means the security agreement dated as of the Closing Date between the Guarantors and the Administrative Agent, as such agreement
may be amended, modified, supplemented or restated from time to time.

 &ldquo; Hazardous Material &rdquo;
 means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material
which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including
crude oil or any fraction thereof) and (b) any material classified or regulated as &ldquo;hazardous&rdquo; or &ldquo;toxic&rdquo;
or words of like import pursuant to an Environmental Law.

 &ldquo; Hazardous Material Activity &rdquo;
means any activity, event or occurrence involving a Hazardous Material, including, without limitation, the manufacture, possession,
presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation,
handling of or corrective or response action to any Hazardous Material.

 &ldquo; Hedging Agreement &rdquo;
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,

 - 21 -

 or economic financial or pricing indices
or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions
(other than options or other rights to acquire capital stock or other equity interests of the Borrower).

 &ldquo; Historical Financials &rdquo;
is defined in the definition of Adjusted EBITDA.

 &ldquo; Holdings &rdquo; means Merv
MidCo LLC, the direct holder of all of the Equity of the Borrower.

 &ldquo; Holdings LLC Agreement &rdquo;
means that certain Amended and Restated Limited Liability Company Agreement, dated as of the Closing Date, by and among Merv HoldCo
LLC, VNPI Global Investments & Services, S.L., New Ames Equity Sub LLC, ONCAP Merv LP and the other Members (as defined therein)
from time to time party thereto.

 &ldquo; Hostile Acquisition &rdquo;
means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation
of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions
of the Board of Directors of such Person or by similar action if such Person is not a corporation, or as to which such approval
has been withdrawn.

 &ldquo; IEEPA Refund Letter Agreement &rdquo;
means the letter agreement, dated as of June 1, 2026, among Griffon Ames Holdco LLC, Merv HoldCo LLC, VNPI Global Investments &
Services, S.L.

 &ldquo; IEEPA Refunds &rdquo; has
the meaning ascribed to such term in the IEEPA Refund Letter Agreement.

 &ldquo; IFRS &rdquo; means international
financial reporting standards.

 &ldquo; Immaterial Subsidiary &rdquo;
means a Foreign Subsidiary and in respect of which:

 (a) the EBITDA of such Subsidiary as at the end of any Fiscal Quarter, calculated for the preceding Four Quarter Period (with EBITDA
to be calculated for each such Subsidiary by substituting the reference to the Borrower in such definition and each constituent
definition thereof for such Subsidiary and on an unconsolidated basis) constitutes less than 1.5% of the consolidated EBITDA of
the Borrower for such Fiscal Quarter;

 (b) the book value of the Property of such Subsidiary is less than 1.5% of the consolidated book value of the Property of the Borrower;

 (c) the aggregate EBITDA of all Immaterial Subsidiaries is less than 3% of the EBITDA of the Borrower and the aggregate book value
of Property of all Immaterial Subsidiaries is less than 3% of the book value of Property of the Borrower; and

 - 22 -

 (d) the Borrower has designated such Subsidiary as an Immaterial Subsidiary;

 and &ldquo;Immaterial Subsidiaries&rdquo;
means all such Subsidiaries.

 &ldquo; Included Subsidiary &rdquo;
means any direct or indirect Subsidiary of the Borrower that has provided or is required to provide a Guarantee but for certainty
does not include Excluded Subsidiaries or Foreign Subsidiaries. As of the Closing Date and following completion of the Merv Acquisition,
each Included Subsidiary is listed in Schedule A.

 &ldquo; Indebtedness for Borrowed Money &rdquo;
means for any Person (without duplication) (whether pari passu or subordinated to any of the Obligations) (a) all indebtedness
created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities
and including the Term Loans), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts
payable and accrued expenses arising in the ordinary course of business), (c) all Indebtedness for Borrowed Money of Persons other
than the Borrower or any Subsidiary secured by any Lien upon Property of such Person, whether or not such Person has assumed or
become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, and (e) all obligations
of such Person on or with respect to letters of credit.

 &ldquo; Indemnified Taxes &rdquo;
means Taxes, other than Excluded Taxes.

 &ldquo; Indemnitee &rdquo; is defined
in Section 13.16(a) hereof.

 &ldquo; Information &rdquo; is defined
in Section 13.26 hereof.

 &ldquo;Insolvency Legislation&rdquo;
 means legislation in any applicable jurisdiction relating to reorganization, liquidation, insolvency, administration, arrangement,
compromise or re adjustment of debt, dissolution or winding up, or any similar legislation, and specifically includes for greater
certainty the Canadian Insolvency Laws, the Bankruptcy Code (United States), the Spanish Insolvency Law (Spain) and the Colombian
Insolvency Law (Colombia).

 &ldquo; Interest Expense &rdquo;
means, with respect to any Person for any period, the sum of (without duplication) (a) gross interest expense of such Person for
such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including
fees with respect to swap agreements) payable in connection with the incurrence of debt to the extent included in interest expense,
(iii) undrawn commitment fees in respect of debt, and (iv) the portion of any payments or accruals with respect to capital lease
obligations allocable to interest expense; and (b) capitalized interest of such Person. For purposes of the foregoing, gross interest
expense shall be determined after giving effect to any net payments made or received and costs incurred by the Borrower and its
Subsidiaries with respect to swap agreements, and interest on a capital lease obligation shall be deemed to accrue at an interest
rate reasonably determined by the Borrower to be the rate of interest implicit in such capital lease

 - 23 -

 obligation in accordance with GAAP. For
clarity, Interest Expense will not include costs associated with any factoring of the Borrower&rsquo;s or any Subsidiary&rsquo;s
accounts receivable.

 &ldquo; Interest Period &rdquo; means
the period commencing on the date the Borrowing of the Term Loans is advanced or continued and ending 3 months thereafter; provided,
however, that:

 (a) whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest
Period shall be extended to the next succeeding Business Day; provided that if such extension would cause the last day of
the Interest Period to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding
Business Day; and

 (b) no Interest Period shall extend beyond the Maturity Date.

 &ldquo; Investments &rdquo; means
financial assistance, acquisitions, mergers, amalgamations and consolidations, investments, loans and advances.

 &ldquo; Judgment Currency &rdquo;
is defined in Section 13.27(a) hereof.

 &ldquo; Judgment Currency Conversion
Date &rdquo; is defined in Section 13.27(a) hereof.

 &ldquo; JV Real Property &rdquo;
means each of the following: (a) the properties owned by The Ames Companies, LLC (but for (ii) which is owned by Garant GP) located
at the following addresses: (i) 650 Southwest 27th Ave, Ocala, FL 34471; and (ii) 375, chem Saint-Francois Ouest, Saint-Francois-de-la-Riviere-du-Sud,
Qu&eacute;bec, G0R 3A0; (iii) the assets and the real property and/or the improvements thereon located at 1500 S. Cameron St, Harrisburg,
PA 17104; (iv) the Champion assets and the real property and/or the improvements thereon located at 125 Roaring Run Road, Champion,
PA 15622; (v) the assets and the real property and/or the improvements thereon located at 2 Maple Street, Wallingford, VT 05742;
and (vi) the Pine Valley assets and the real property and/or the improvements thereon located at 114 Smith Road, Pine Valley, NY
13850.

 &ldquo; JV Real Property Bank Account &rdquo;
means the bank account (no. 169704.1) maintained by the Borrower at UMB Bank, N.A.

 &ldquo; Legal Requirement &rdquo;
means any treaty, convention, statute, law, regulation, ordinance, governmental license, permit, governmental approval, injunction,
judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state, provincial, territorial
or local.

 &ldquo; Lenders &rdquo; means and
includes each of the financial institutions from time to time party to this Agreement, including each assignee Lender pursuant
to Section 13.13 hereof.

 &ldquo; Lending Office &rdquo; is
defined in Section 10.3 hereof.

 - 24 -

 &ldquo; Lien &rdquo; means
any mortgage, lien, security interest, hypothec, pledge, charge or encumbrance of any kind in respect of any Property, including
the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.

 &ldquo; Limited Recourse Guarantee &rdquo;
and &ldquo; Limited Recourse Guarantees &rdquo; are each defined in Section 5.1(b) hereof.

 &ldquo; Loan &rdquo; means the Term
Loans.

 &ldquo; Loan Documents &rdquo; means
this Agreement, the Collateral Documents, the Guarantees, the Second Lien Tranche B Subordination Agreement, the Pari Passu Second
Lien Intercreditor Agreement, the Agency Fee Letter and each other instrument or document to be delivered hereunder or thereunder
or otherwise in connection therewith from time to time.

 &ldquo; Maintenance Capital Expenditures &rdquo;
means Capital Expenditures of the Borrower made solely with respect to maintenance of its property or the property of any of its
Subsidiaries except to the extent financed with the proceeds of debt, additional Equity or cash on hand. Notwithstanding the foregoing,
the initial Maintenance Capital Expenditures shall be as follows: for the fiscal quarter ended on June 30, 2025, $ 300,099 ;
for the fiscal quarter ended on September 30, 2025, $ 2,449,419 ;
for the fiscal quarter ended on December 31, 2025, $ 545,058 , and
for the fiscal quarter ended on March 31, 2026 $ 383,199 .

 &ldquo; Material Adverse Effect &rdquo;
means (a) a material adverse change in, or material adverse effect upon, the operations, business, Property or condition (financial
or otherwise) of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower or
any Subsidiary to perform its obligations under any Loan Document or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Borrower or any Subsidiary of any Loan Document or the rights and remedies of the
Administrative Agent and the Lenders thereunder.

 &ldquo; Maturity Date &rdquo; means
December 9, 2029, or such earlier date on which the Term Loans become due and payable pursuant to the terms hereof.

 &ldquo; Merv Acquisition &rdquo;
 means the Acquisition by the Borrower of all of the issued and outstanding Equity of the Acquired Companies.

 &ldquo; Mexican Subsidiaries &rdquo;
means each of Bellota M&eacute;xico, S.A. de C.V., Manufacturera Corona Clipper, S.A. de C.V. and Venanpri Tools Monterrey S. de
R.L. de C.V.

 &ldquo; Moody&rsquo;s &rdquo; means
Moody&rsquo;s Investors Service, Inc.

 &ldquo; Mortgage &rdquo; means
the mortgages, deeds of trust, deeds of hypothec, or deeds to secure debt delivered pursuant to Section 5.6, as amended, supplemented
or otherwise

 - 25 -

 modified from time to time, with respect
to Mortgaged Properties, each in a form as agreed between the Administrative Agent and the Borrower.

 &ldquo; Mortgaged Property &rdquo;
means each parcel of real property and the improvements thereto owned by any Credit Party on the Closing Date or acquired thereafter
with respect to which a Mortgage is to be granted in favour of the Administrative Agent and includes each other parcel of real
property and the improvements thereto owned by any Credit Party with respect to which a Mortgage is granted pursuant to a Mortgage.

 &ldquo; MUFG &rdquo; means MUFG Bank,
Ltd.

 &ldquo; Multiemployer Plan &rdquo;
 means a &ldquo;multiemployer plan&rdquo; as defined in Section 4001(a)(3) of ERISA and to which a member of the Controlled
Group is making, or is obligated to make (or made or was obligated to make in the preceding five-year period) contributions, other
than any such plan contributed to by a Person who is considered a member of the Controlled Group solely pursuant to subsection
(m) or (o) of Section 414 of the Code.

 &ldquo; Net Cash Proceeds &rdquo;
means, as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds received by or for such
Person&rsquo;s account, net of (i) reasonable direct costs relating to such Disposition, (ii) sale, use or other transactional
taxes (including any income taxes arising therefrom) paid or payable by such Person as a direct result of such Disposition, (iii)
any debt secured by the assets subject to such Disposition which is repaid in connection with such Disposition, and (iv) reserves
for contingent obligations such as purchase price adjustments and indemnification obligations required by the terms of the related
purchase agreement; (b) with respect to any Event of Loss of a Person, cash and cash equivalent proceeds received by or for such
Person&rsquo;s account (whether as a result of payments made under any applicable insurance policy therefor or in connection with
condemnation proceedings or otherwise), net of reasonable direct costs incurred in connection with the collection of such proceeds,
awards or other payments; and (c) with respect to any offering of equity securities of a Person or issuance of Borrower Unsecured
Notes, cash and cash equivalent proceeds received by or for such Person&rsquo;s account, net of reasonable legal, underwriting,
and other fees and expenses incurred as a direct result thereof.

 &ldquo; Non-Speculative Hedging Agreements &rdquo;
means (a) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed
rates, from one floating rate to another floating rate, from fixed to floating rate, or otherwise) with respect to any interest-bearing
liability or investment of the Borrower or any Subsidiary within the parameters set by the sole managing member of the Borrower,
and (b) any Hedging Agreements entered into to hedge or mitigate commodity price or foreign exchange risks incurred in the ordinary
course of the Borrower&rsquo;s or any Subsidiary&rsquo;s business as then currently conducted, and, in each case, not for speculative
purposes.

 &ldquo; Notice of Borrowing &rdquo;
is defined in Section 2.3 hereof.

 - 26 -

 &ldquo; Obligation Currency &rdquo;
is defined in Section 13.27 hereof.

 &ldquo; Obligations &rdquo; means
all obligations of the Borrower to pay principal and interest on the Term Loans (including post petition interest and fees (including
any interest accruing after the filing of any petition in bankruptcy, application of relief or the commencement of any proceeding
under Debtor Relief Law relating to any Credit Party whether or not a claim for post-filing or post-petition interest is allowed
in the applicable proceeding)), all fees and charges payable hereunder, and all other payment obligations of the Borrower or any
of its Subsidiaries arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising,
due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired; provided , that
for purposes of Article 12, the Obligations of a Guarantor shall not include any Excluded Swap Obligations.

 &ldquo; OFAC &rdquo; means The Office
of Foreign Assets Control of the US Department of the Treasury.

 &ldquo; ONCAP &rdquo; means
 ONCAP Management Partners, L.P .

 &ldquo; ONCAP Entities &rdquo;
 means ONCAP, ONCAP III LP, ONCAP III (Canada) LP, Onex Parallel (ONCAP) III LP and ONCAP Investment Partners III LP (provided
that such Person at all times remains Controlled by ONCAP).&rdquo; Other Connection Taxes &rdquo; means, with respect to any
Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such
Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or
enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

 &ldquo; Other Taxes &rdquo; means
all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from
any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document, except such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 2.9).

 &ldquo; Pari Passu Second Lien Intercreditor
Agreement &rdquo; means the pari passu intercreditor agreement dated as of the Closing Date among the Credit Parties, the Lenders
party thereto, the Administrative Agent and the Second Lien Tranche A Administrative Agent, as such agreement may be amended, restated,
amended and restated, supplemented or otherwise modified subsequent to the date hereof

 &ldquo; Participant Register &rdquo;
is defined in Section 13.12(b) hereof.

 &ldquo; PBGC &rdquo; means the Pension
Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

 - 27 -

 &ldquo; Perfection Requirements &rdquo;
means (a) in the case of any Colombian Credit Party, the notation of any share pledge in the shareholders&rsquo; registry ( libro
de registro de accionistas ) of the relevant Colombian entity, the registration of any pledge agreement in the Colombian Moveable
Security Registry, and the registration of any mortgage ( hipoteca ) over Colombian real property with the relevant Office
of Public Instruments ( Oficina de Registro de Instrumentos P&uacute;blicos ), and (b) in respect of any other jurisdiction,
the completion of any filing, registration, recording or similar step required under the laws of such jurisdiction for the creation,
perfection or enforceability of a Lien over the relevant Collateral.

 &ldquo; Permitted Acquisition &rdquo; means any Acquisition
with respect to which all of the following conditions shall have been satisfied:

 (a) the Acquired Business is in an Eligible Line of Business and upon consummation of the Acquisition any Subsidiary formed or
acquired in connection therewith will be an Included Subsidiary;

 (b) the Acquisition shall not be a Hostile Acquisition and, if the Acquisition involves an amalgamation involving the Borrower,
the Borrower must be the surviving entity;

 (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to any such Acquisition and furnished
to the Administrative Agent at such time reasonable details as to such Acquisition (including sources and uses of funds therefor),
and historical unaudited financial information of the Acquired Business for a two-year period;

 (d) in the case of Acquisitions with an aggregate purchase price of greater than $10,000,000, covenant compliance calculations
and three-year pro forma financial forecasts on a standalone basis (the &ldquo; Stand-Alone Projections &rdquo;) and
a consolidated basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning immediately following
the consummation of an Acquisition (taking into account synergies). Any Acquisition with an aggregate purchase price greater than
$50,000,000 will require the delivery of a quality of earnings report;

 (e) the Acquisition shall be funded exclusively with Available Excess Cash Flow and/or additional Equity;

 (f) if a new Subsidiary is formed or acquired as a result of or in connection with the Acquisition, the Borrower shall have complied
with the requirements of Article 5 hereof in connection therewith; and

 (g) after giving effect to the Acquisition and any Credit Event in connection therewith, no Default or Event of Default shall exist,
including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma basis as of the end of

 - 28 -

 and for the most recently completed four
fiscal quarter period occurring prior to the closing of the Acquisition for which financial statements are available.

 Notwithstanding anything to the contrary
in this definition, the Merv Acquisition shall constitute a &ldquo;Permitted Acquisition&rdquo;.

 &ldquo; Permitted AR Program Collateral &rdquo;
is defined within the definition of &ldquo;Permitted MUFG AR Program&rdquo;.

 &ldquo; Permitted Expansion &rdquo;
means any expansion of an existing facility developed by the Borrower with respect to which all of the following conditions shall
have been satisfied:

 (a) the expansion is in an Eligible Line of Business;

 (b) any newly-formed or acquired Subsidiary will become an Included Subsidiary;

 (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to the development of any such expansion
and furnished to the Administrative Agent at such time reasonable details as to such expansion (including sources and uses of funds
therefor);

 (d) in the case of any expansion with an aggregate expected development cost of greater than $ 10,000,000 ,
covenant compliance calculations and the Stand-Alone Projections and three-year pro forma financial forecasts on a consolidated
basis, and the Stand-Alone Projections shall reflect a positive projected EBITDA beginning in the 3rd year following the completion
of such expansion;

 (e) after giving effect to the expansion of the existing facility and any Credit Event in connection therewith, no Default or Event
of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma
basis as of the end of and for the most recently completed four fiscal quarter period occurring prior to the completion of the
expansion for which financial statements are available; and

 (f) the expansion shall be funded exclusively with Available Excess Cash Flow and/or additional Equity.

 &ldquo; Permitted Liens &rdquo; is
defined in Section 8.9.

 &ldquo; Permitted MUFG AR Program &rdquo;
means any transaction or series of transactions pursuant to which the Sellers may sell, assign, convey or otherwise transfer to
the Special Purpose Entities (the &ldquo; AR Purchasers &ldquo;), any accounts receivable of such Sellers (the &ldquo; Purchased
AR &rdquo;) on an arm&rsquo;s length basis for fair market value, without any recourse (other than recourse for (a) breach of
representation or eligibility criteria at time of sale, (b) failure of a Credit Party to comply with applicable law which negatively

 - 29 -

 impairs the collectability of the Purchased
AR, (c) reduction as a result of any defect in or adjustment to the related invoice, and (d) any other recourse satisfactory to
the Administrative Agent (acting reasonably) by the AR Purchasers against such Sellers for non-collection of such Purchased AR
and, in connection therewith, such Sellers may grant Liens to the AR Purchasers (or its trustee or agent) restricted to the Purchased
AR and assets specifically related to the Purchased AR, including all collections in respect of the Purchased AR, all segregated
accounts into which such collections are paid or deposited, all instruments, chattel paper and other documents evidencing the Purchased
AR, and all contracts, guarantees, insurance or other obligations in respect of the Purchased AR and all proceeds thereof (collectively,
the &ldquo; Permitted MUFG Liens &rdquo;).

 &ldquo; Permitted MUFG Liens &rdquo;
has the meaning set forth in the definition of Permitted MUFG AR Program.

 &ldquo; Permitted New Facility &rdquo;
means any new facility developed by the Borrower with respect to which all of the following conditions shall have been satisfied:

 (a) the new facility is in an Eligible Line of Business;

 (b) any newly-formed or acquired Subsidiary will become an Included Subsidiary;

 (c) the Borrower shall have notified the Administrative Agent no less than five (5) days prior to the development of any such new
facility and furnished to the Administrative Agent at such time reasonable details as to such new facility (including sources and
uses of funds therefor);

 (d) in the case of any new facility with an aggregate expected development cost of greater than $10,000,000, covenant compliance
calculations and Stand-Alone Projections and three-year pro forma financial forecasts on a consolidated basis, and the Stand-Alone
Projections shall reflect a positive projected EBITDA beginning in the 3rd year following the commencement of such new facility;

 (e) the new facility shall be funded exclusively with Available Excess Cash Flow and/or additional Equity; and

 (f) after giving effect to the development of the new facility and any Credit Event in connection therewith, no Default or Event
of Default shall exist, including with respect to the financial covenants contained in Section 8.23 hereof on a pro forma
basis as of the end of and for the most recently completed four fiscal quarter period occurring prior to the initiation of the
new facility for which financial statements are available.

 &ldquo; Permitted Tax Distributions &rdquo;
means for any taxable period (or portion thereof) for which the Borrower or any of its Subsidiaries are members of a consolidated,
combined, unitary or similar income tax group (or, where the Borrower is an entity disregarded from its owner, the Borrower&rsquo;s
regarded owner) for U.S. federal or applicable state or local

 - 30 -

 income tax purposes (a &ldquo; Tax Group &rdquo;),
distributions by the Borrower and/or any applicable Subsidiary to pay the portion of any U.S. federal, state or local taxes (as
applicable) of such Tax Group for such taxable period that are attributable to the taxable income or activities of the Borrower
and/or the applicable Subsidiaries; provided that the amount of such payments made in respect of such taxable period in the aggregate
will not exceed the amount that the Borrower and the applicable Subsidiaries would have been required to pay in respect of such
taxable income each as stand-alone taxpayers or a stand-alone Tax Group (determined without duplication).

 &ldquo; Permitted Transactions with
Affiliates &rdquo; is defined in Section 8.17.

 &ldquo; Person &rdquo; means an individual,
partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization,
including a government or agency or political subdivision thereof.

 &ldquo; Plan &rdquo; means any &ldquo;employee
pension benefit plan&rdquo; as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is subject to the provisions
of Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA that either
(a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (b) is contributed to
by (or to which there is or may be an obligation to contribute of) a member of the Controlled Group, and each such plan for the
five-year period immediately following the latest date on which a member of the Controlled Group maintained, contributed to or
had an obligation to contribute to such plan.

 &ldquo; PPSA &rdquo; means the Personal
Property Security Act (Ontario) as in effect from time to time and comparable legislation of any province or territory of Canada
where any of the Credit Parties carry on business, and, in respect of the Province of Qu&eacute;bec, the Civil Code of Qu&eacute;bec
as in effect from time to time in such province.

 &ldquo; Premises &rdquo; means the
real property owned or leased by the Borrower or any Subsidiary.

 &ldquo; Property &rdquo; means, as
to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included
in the most recent balance sheet of such Person and its subsidiaries under GAAP.

 &ldquo; Purchase Agreement &rdquo;
means the amended and restated master transaction agreement dated on or about June
7 , 2026 among, inter alios , the Borrower, as purchaser, Griffon Ames Holdco LLC, VNPI Global Investments & Services,
S.L., and Bellota Holding AG, as sellers, pursuant to which the Borrower shall purchase the Acquired Companies.

 &ldquo; QFC Credit Support &rdquo;
is defined in Section 13.29 hereof.

 &ldquo; Qualified ECP Guarantor &rdquo;
means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee
or grant

 - 31 -

 of the relevant security interest becomes
effective with respect to such Swap Obligation or such other Person as constitutes an &ldquo;eligible contract participant&rdquo;
under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an &ldquo;eligible
contract participant&rdquo; at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

 &ldquo; RCRA &rdquo; means the Solid
Waste Disposal Act , as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste
Amendments of 1984 , 42 U.S.C. &sect;&sect; 6901 et seq. , and any future amendments.

 &ldquo; Recipient &rdquo; means (a)
the Administrative Agent or (b) any Lender, as applicable.

 &ldquo; Register &rdquo; is defined
in Section 13.13 hereof.

 &ldquo;Related Parties&rdquo;
means, with respect to any Person, such Person&rsquo;s Affiliates and the partners, directors, officers, employees, trustees,
administrators, managers, and representatives, of such Person and of such Person&rsquo;s Affiliates.

 &ldquo; Release &rdquo; means any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or disposing
into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers,
tanks or other receptacles containing or previously containing any Hazardous Material.

 &ldquo; Relevant Four Fiscal Quarter
Period &rdquo; is defined in Section 8.23(e) hereof.

 &ldquo; Relevant Governmental Body &rdquo;
means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

 &ldquo; Reportable Event &rdquo;
 means an event described in Section 4043(c) of ERISA with respect to a Plan (other than any Plan maintained by a Person who
is considered a member of the Controlled Group solely pursuant to subsection (m) or (o) of Section 414 of the Code).

 &ldquo; Required Lenders &rdquo;
means, as of the date of determination thereof, Lenders whose combined outstanding Term Loans constitute more than 50% of the sum
of the total outstanding Term Loans; provided that , for purposes of determining whether there are only two Lenders,
Lenders that are Affiliates of one another or are managed, advised or sub-advised by the same investment adviser, manager or Approved
Fund shall be deemed to constitute one Lender. If, after giving effect to the foregoing sentence, there are only two Lenders, the
consent of both such Lenders shall be required.

 &ldquo; Residual Excess Cash Flow &rdquo;
means, with respect to any fiscal year of the Borrower, that part of such Excess Cash Flow which is not required to be applied
by the Borrower

 - 32 -

 as a mandatory prepayment out of Excess
Cash Flow pursuant to Section 2.5(b)(iii) hereof.

 &ldquo; Restricted Payments &rdquo;
is defined in Section 8.13 hereof.

 &ldquo; RPMRR &rdquo; means the Register
of Personal and Movable Real Rights for the Province of Qu&eacute;bec.

 &ldquo; RSM Report &rdquo; is defined
in the definition of &ldquo; EBITDA &rdquo;.

 &ldquo; S&P &rdquo; means S&P
Global Ratings, a division of S&P Global Inc., and any successor owner of such division.

 &ldquo; Sanction(s) &rdquo; means,
at any time, any international economic, trade or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes
administered or enforced by the United States Government (including without limitation, OFAC and the U.S. Department of State),
the Government of Canada (including Global Affairs Canada and Public Safety Canada), the United Nations Security Council, the European
Union, the United Kingdom (including His Majesty&rsquo;s Treasury) or other relevant sanctions authority.

 &ldquo; Sanctioned Entity &rdquo;
means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or
indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in
each case, that is subject to a country sanctions program administered and enforced by OFAC, the US Department of State or any
equivalent or similar agency or body in Canada. It being agreed that Sanctioned Entities as of the date hereof include, without
limitation, the so-called Donetsk People&rsquo;s Republic region of Ukraine, the so-called Luhansk People&rsquo;s Republic region
of Ukraine, the Crimea Region of Ukraine, the Kherson and Zaporizhzhia oblasts of Ukraine, Cuba, Iran, Sudan, and North Korea.

 &ldquo; Sanction Event &rdquo; has
the meaning set forth in Section 8.26(a).

 &ldquo; Sanctioned Person &rdquo;
means at any time, (a) any person that is the subject or target of any Sanctions, (b) a person named on the list of Specially Designated
Nationals maintained by OFAC, (c) any person 50% or more owned or controlled by any such person or persons described in the foregoing
clauses, or that is otherwise directly or indirectly owned or controlled (individually or in the aggregate) by, or acting on behalf
of, any such person or persons, or (d) any Person that is otherwise the subject of Sanctions, including, for purposes of Sanctions
imposed by Canada, any entity deemed to be controlled by a person or persons described in clauses (a) through (c), including, but
not limited to the circumstances in which (i) such person or persons, individually or in the aggregate, hold, directly or indirectly,
50% or more of the shares or ownership interests in the entity or 50% or more of the voting rights in the entity or are able, directly
or indirectly, to change the composition or powers of the entity&rsquo;s board of directors, or (ii) it is reasonable to conclude,
having regard to all the circumstances, that such person or

 - 33 -

 persons, individually or in the aggregate,
are able, directly or indirectly and through any means, to direct the entity&rsquo;s activities.

 &ldquo; Sanctions Programs &rdquo;
means all laws, regulations, and Executive Orders administered by OFAC, including without limitation, the Bank Secrecy Act, Anti-Money
Laundering Laws (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), the United Nations Act (Canada), the
Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), Export
and Import Permits Act (Canada), the Criminal Code (Canada) and the Freezing Assets of Corrupt Foreign Officials Act (Canada)),
and all economic and trade sanction programs administered by OFAC, any and all similar United States or Canadian federal laws,
regulations or Executive Orders (whether administered by OFAC or otherwise), and any similar laws, regulations or orders adopted
by any State within the United States and any province within Canada.

 &ldquo; Second Lien Tranche A Credit
Agreement &rdquo; means the credit agreement dated as of the Closing Date among, inter alios , the Borrower, the administrative
agent thereunder (the &ldquo; Second Lien Tranche A Administrative Agent &rdquo;), and the lenders party thereto among others,
as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms
hereof.

 &ldquo; Second Lien Tranche A Debt &rdquo;
means the Obligations under the Second Lien Tranche A Credit Agreement.

 &ldquo; Second Lien Tranche A
Security &rdquo; means the Liens granted by the Credit Parties in favour of the Second Lien Tranche A Administrative Agent and
lenders in connection with the Second Lien Tranche A Credit Agreement.

 &ldquo; Second Lien Tranche B
Subordination Agreement &rdquo; means the subordination agreement dated as of the Closing Date among the Credit Parties, the
First Lien Administrative Agent and the Administrative Agent, as such agreement may be amended, restated, amended and restated,
supplemented or otherwise modified subsequent to the date hereof.

 &ldquo; Securitization Notes &rdquo;
means subordinate notes issued by the Special Purpose Entities to the Sellers in connection with the purchase of Purchased AR.

 &ldquo; Sellers &rdquo; has the meaning
ascribed to such term in Section 8.31 .

 &ldquo; Senior Funded Debt &rdquo;
means Total Funded Debt less the Second Lien Tranche A Debt.

 &ldquo; Senior Funded Debt / Adjusted
EBITDA Ratio &rdquo; means, as of the last day of any fiscal quarter of the Borrower, the ratio of Senior Funded Debt of the
Borrower as of the last day of such fiscal quarter to Adjusted EBITDA of the Borrower for the period of four fiscal quarters then
ended.

 - 34 -

 &ldquo; Security Agreements &rdquo;
means the security documents set out in Sections 5.1, 5.2 and 5.3 hereof.

 &ldquo; Spanish Civil Code &rdquo;
means the Spanish Civil Code (C&oacute;digo Civil) approved by Royal Decree of 24 July 1889, as amended from time to time.

 &ldquo; Spanish Civil Procedural Law &rdquo;
means Law 1/2000 of 7 January, on Civil Procedure ( Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil ), as amended from
time to time.

 &ldquo; Spanish Commercial Code &rdquo;
means the Spanish Commercial Code ( C&oacute;digo de Comercio ) approved by Royal Decree of 22 August 1885, as amended from
time to time.

 &ldquo; Spanish Companies Law &rdquo;
means the consolidated text of the Spanish Companies Law, approved by Royal Legislative Decree 1/2010 of 2 July ( Real Decreto
Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital ), as amended
from time to time.

 &ldquo; Spanish Credit Party &rdquo;
means any Credit Party incorporated or existing in Spain.

 &ldquo; Spanish Insolvency Law &rdquo;
means the consolidated text of the Spanish Insolvency Law, approved by Royal Legislative Decree 1/2020 of 5 May ( Real Decreto
Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal ), as amended from time to time
and in particular, without limitation, as amended by Law 16/2022, of 5 September.

 &ldquo; Spanish Public Document &rdquo;
means, a documento p&uacute;blico, being either an escritura p&uacute;blica or a p&oacute;liza or efecto intervenido
por fedatario p&uacute;blico .

 &ldquo; Spanish Royal Decree-Law 5/2005 &rdquo;
means Spanish Royal Decree-Law 5/2005 of 11 March, on urgent reforms to encourage, among others, productivity and improve public
procurement ( Real Decreto-ley 5/2005, de 11 de marzo, de reformas urgentes para el impulso a la productividad y para la mejora
de la contrataci&oacute;n p&uacute;blica ), as amended from time to time.

 &ldquo; Spanish Security Agreements &rdquo;
means each Security Agreement governed by Spanish law.

 &ldquo; Special Flood Hazard Area &rdquo;
means, an area that FEMA&rsquo;s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding
the base flood elevation (a 100 year flood) in any given year.

 &ldquo; Special Purpose Entities &rdquo;
means the three entities (being Merv Receivables US LLC, Merv Receivables
Canada GP Inc. and Merv Receivables Canada LP ) formed for the sole purpose of effecting the Permitted MUFG AR Program.

 - 35 -

 &ldquo; Specified Capital Lease &rdquo;
means any lease entered into in connection with a sale and leaseback transaction permitted under the terms of this Agreement.

 &ldquo; Specified Equity Contribution &rdquo;
means (a) a cash common equity contribution or any other equity contribution (such other equity contribution to be reasonably satisfactory
to the Administrative Agent), or (b) an investment in the Borrower pursuant to Borrower Unsecured Notes, that at the Borrower&rsquo;s
option, is included in the calculation of Adjusted EBITDA for the purposes of determining compliance with the financial covenants
for the applicable fiscal quarter and applicable subsequent fiscal quarters.

 &ldquo; Stand-Alone Projections &rdquo;
is defined in the definition of Permitted Acquisition.

 &ldquo; Subsidiary &rdquo; means,
as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding
Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more
other entities that are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein,
the term &ldquo; Subsidiary &rdquo; means a Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries.

 &ldquo; Subsidiary Guarantor &rdquo;
means each direct and indirect Wholly-owned Subsidiary of the Borrower that is an Included Subsidiary.

 &ldquo; Supported QFC &rdquo; is
defined in Section 13.29 hereof.

 &ldquo; Swap Obligation &rdquo; means,
with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a
&ldquo;swap&rdquo; within the meaning of section 1a(47) of the Commodity Exchange Act.

 &ldquo; Tax Act &rdquo; means the
 Income Tax Act (Canada), and the regulations and rules promulgated thereunder, as amended, and any successor statute thereto.

 &ldquo; Taxes &rdquo; shall mean
any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, withholdings or similar charges
(including ad valorem charges) imposed by any Governmental Authority and any and all interest and penalties related thereto.

 &ldquo; Term Credit &rdquo; means
the credit facility for the Term Loans described in Section 2.1 hereof.

 &ldquo; Term Loan &rdquo; is defined
in Section 2.1 hereof. The aggregate amount of the Term Loans outstanding on the Closing Date immediately after giving effect to
the Term Loans to be made on the Closing Date is $71,100,000, as set forth on Schedule H hereto.

 &ldquo; Term Loan Commitment &rdquo;
means with respect to the Term Loans, as to any Lender on the Closing Date, the obligation of such Lender to make its Term Loan
on the Closing Date in the principal amount not to exceed the amount set forth opposite such Lender&rsquo;s

 - 36 -

 name in the &ldquo;Term Loan Commitment&rdquo;
column on Schedule H hereto. The aggregate amount of the Lenders&rsquo; unfunded Term Loan Commitments on the Closing Date is $71,100,000
(which amount shall be fully funded on the Closing Date pursuant to Section 2.1 hereof).

 &ldquo; Term Loan Percentage &rdquo;
means, for each Lender, the percentage represented by (a) the sum of the outstanding aggregate principal amount of all Term Loans
then outstanding of such Lender relative to (b) the sum of the outstanding aggregate principal amount of all Term Loans then outstanding
of all Lenders.

 &ldquo; Test Period &rdquo; is defined
in the definition of Adjusted EBITDA.

 &ldquo; Total Funded Debt &rdquo;
means all funded Indebtedness for Borrowed Money (excluding the Obligations under this Agreement and the Loan Documents) of the
Borrower and its Subsidiaries at such time determined on a consolidated basis, minus , Unrestricted Cash. For clarity, Total
Funded Debt shall include, but not be limited to, the Credits (as defined under the First Lien Facilities) and Capital Leases (other
than any Specified Capital Leases) and shall not include Borrower Unsecured Notes, accounts receivable that have been sold to a
third party factoring firm or other third party financial institution (including the Permitted MUFG AR Program), any undrawn loan
commitments or undrawn Letters of Credit (as defined under the First Lien Facilities), any accrued liabilities related to unsecured
subordinated debt, earn outs (subject in each case to a subordination agreement satisfactory to the Administrative Agent), hedging
obligations, product liability, warranty, pensions, deferred compensation, workers compensation, customer liens or healthcare and
bonding requirements.

 &ldquo; Total Funded Debt/Adjusted EBITDA
Ratio &rdquo; means, as of the last day of any fiscal quarter of the Borrower, the ratio of Total Funded Debt of the Borrower
as of the last day of such fiscal quarter to Adjusted EBITDA of the Borrower for the period of four fiscal quarters then ended.

 &ldquo; UCC &rdquo; means the Uniform
Commercial Code as in effect from time to time in the state of New York.

 &ldquo; Unrestricted Cash &rdquo;
means up to $20,000,000 (reducing to $10,000,000 after the end of the fourth fiscal quarter following the Closing Date) of cash
and/or cash equivalents of the Borrower and its Subsidiaries (in each case, free and clear of all Liens) to the extent the use
thereof for the application to payment of indebtedness is not prohibited by law or any contract to which the Borrower or any of
its Subsidiaries is a party and excluding cash and cash equivalents which (i) are listed as &ldquo;restricted&rdquo; on the consolidated
balance sheet of the Borrower and its Subsidiaries as of such date, (ii) constitute proceeds of a Specified Equity Contribution
or (iii) following the date on which control agreements are required under this Agreement with respect to accounts located outside
of Canada, are not held in accounts where the Administrative Agent does not have control (as defined in the UCC) of such account.

 - 37 -

 &ldquo; U.S. Dollars &rdquo; or &ldquo; $ &rdquo;
means the lawful currency of the United States of America.

 &ldquo; U.S. Government Securities Business
Day &rdquo; means any day except for (i) a Saturday, (ii) a Sunday or (iii) 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.

 &ldquo; U.S. Person &rdquo; means
any Person that is a &ldquo;United States Person&rdquo; as defined in Section 7701(a)(30) of the Code.

 &ldquo; U.S. Special Resolution Regimes &rdquo;
is defined in Section 13.29 hereof.

 &ldquo; Venanpri &rdquo; means NATT
Tools Group Inc. and its Subsidiaries.

 &ldquo; Voting Stock &rdquo; of any
Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power for the
election of directors or other similar governing body of such Person, other than stock or other equity interests having such power
only by reason of the happening of a contingency.

 &ldquo; Wholly-owned Subsidiary &rdquo;
means a Subsidiary of which all of the issued and outstanding shares of capital stock (other than directors&rsquo; qualifying shares
as required by law) or other equity interests are owned by the Borrower and/or one or more Wholly-owned Subsidiaries within the
meaning of this definition.

 &ldquo; Working Capital &rdquo; means,
as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, (a) current assets (excluding cash
and cash equivalents, deferred taxes and accrued interest), minus (b) current liabilities (excluding the current portion
of long term indebtedness, outstanding Revolving Loans (as defined under the First Lien Facilities), the current portion of any
indebtedness attributable to Capital Leases, deferred Taxes and accrued interest); provided that increases or decreases
in Working Capital shall be calculated without regard to any changes in current assets or current liabilities as a result of any
(i) reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (ii) effects
of purchase accounting, or (iii) impacts from non-cash currency translation adjustments, non-cash unrealized derivatives, non-cash
reclassifications, interest, income taxes and dividends.

 1.2 Interpretation

 (a) The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words &ldquo; hereof &rdquo;,
&ldquo; herein &rdquo;, and &ldquo; hereunder &rdquo; and words of like import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement. The words &ldquo; include &rdquo;,
&ldquo; includes &rdquo;, and &ldquo; including &rdquo; shall be deemed to be followed by the phrase &ldquo; without
limitation &rdquo;. All references to time of day herein are references to New York City time unless otherwise specifically
provided. Where the character

 - 38 -

 or amount of any asset or liability or
item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made
for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with
the specific provisions of this Agreement.

 (b) For purposes of any assets, liabilities or entities located in the Province of Qu&eacute;bec and for all other purposes pursuant
to which the interpretation or construction of this Agreement or any Loan Document may be subject to the laws of the Province of
Qu&eacute;bec or a court or tribunal exercising jurisdiction in the Province of Qu&eacute;bec, (a) &ldquo;personal property&rdquo;
shall include &ldquo;movable property&rdquo;, (b) &ldquo;real property&rdquo; or &ldquo;real estate&rdquo; shall include &ldquo;immovable
property&rdquo;, (c) &ldquo;tangible property&rdquo; shall include &ldquo;corporeal property&rdquo;, (d) &ldquo;intangible property&rdquo;
shall include &ldquo;incorporeal property&rdquo;, (e) &ldquo;security interest&rdquo;, &ldquo;mortgage&rdquo; and &ldquo;lien&rdquo;
shall include a &ldquo;hypothec&rdquo;, &ldquo;right of retention&rdquo;, &ldquo;prior claim&rdquo;, &ldquo;reservation of ownership&rdquo;
and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the UCC or
the PPSA shall include publication under the Civil Code of Qu&eacute;bec , (g) all references to &ldquo;perfection&rdquo;
of or &ldquo;perfected&rdquo; liens or security interest shall include a reference to an &ldquo;opposable&rdquo; or &ldquo;set
up&rdquo; hypothec as against third parties, (h) any &ldquo;right of offset&rdquo;, &ldquo;right of setoff&rdquo; or similar expression
shall include a &ldquo;right of compensation&rdquo;, (i) &ldquo;goods&rdquo; shall include &ldquo;corporeal movable property&rdquo;
other than chattel paper, documents of title, instruments, money and securities, (j) an &ldquo;agent&rdquo; shall include a &ldquo;mandatary&rdquo;,
(k) &ldquo;construction liens&rdquo; or &ldquo;mechanics, materialmen, repairmen, construction contractors or other like Liens&rdquo;
shall include &ldquo;legal hypothecs&rdquo; and &ldquo;legal hypothecs in favor of persons having taken part in the construction
or renovation of an immovable&rdquo;, (l) &ldquo;joint and several&rdquo; shall include &ldquo;solidary&rdquo;, (m) &ldquo;gross
negligence or willful misconduct&rdquo; shall be deemed to be &ldquo;intentional or gross fault&rdquo;, (n) &ldquo;beneficial ownership&rdquo;
shall include &ldquo;ownership on behalf of another as mandatary&rdquo;, (o) &ldquo;easement&rdquo; shall include &ldquo;servitude&rdquo;,
(p) &ldquo;priority&rdquo; shall include &ldquo;rank&rdquo; or &ldquo;prior claim&rdquo;, as applicable (q) &ldquo;survey&rdquo;
shall include &ldquo;certificate of location and plan&rdquo;, (r) &ldquo;state&rdquo; shall include &ldquo;province or territory&rdquo;,
(s) &ldquo;fee simple title&rdquo; shall include &ldquo;absolute ownership&rdquo; and &ldquo;ownership&rdquo; (including ownership
under a right of superficies), (t) &ldquo;accounts&rdquo; shall include &ldquo;claims&rdquo;, (u) &ldquo;legal title&rdquo; shall
be including &ldquo;holding title on behalf of an owner as mandatory or prete-nom&rdquo;, (v) &ldquo;ground lease&rdquo; shall
include &ldquo;emphyteusis&rdquo; or a &ldquo;lease with a right of superficies, as applicable, (w) &ldquo;leasehold interest&rdquo;
shall include a &ldquo;valid lease&rdquo;, (x) &ldquo;lease&rdquo; shall include a &ldquo;leasing contract&rdquo;, (y) &ldquo;foreclosure&rdquo;
shall include &ldquo;the exercise of a hypothecary recourse&rdquo;, and (z) &ldquo;guarantee&rdquo; and &ldquo;guarantor&rdquo;
shall include &ldquo;suretyship&rdquo; and &ldquo;surety&rdquo;, respectively. The parties hereto confirm that it is their wish
that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the
English language only (except if another language is required under any applicable law) and that all other documents contemplated
thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux pr&eacute;sentes

 - 39 -

 confirment que c&rsquo;est leur volont&eacute;
que cette convention et les autres documents de cr&eacute;dit soient r&eacute;dig&eacute;s en langue anglaise seulement et que
tous les documents, y compris tous avis, envisag&eacute;s par cette convention et les autres documents peuvent &ecirc;tre r&eacute;dig&eacute;s
en langue anglaise seulement (sauf si une autre langue est requise en vertu d&rsquo;une loi applicable) .

 (c) Any reference to &ldquo;advance&rdquo; herein includes the cashless settlement on the Closing Date pursuant to the terms of
the Purchase Agreement.

 1.3 Currency References

 All amounts referred to in this Agreement are
in US Dollars unless otherwise noted.

 1.4 Change in Accounting Principles

 If, after the date of this Agreement, there shall
occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.6 hereof and such
change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement,
either the Borrower or the Required Lenders may by notice to the Lenders and the Borrower, respectively, require that the Lenders
and the Borrower negotiate in good faith to amend such covenants, standards and terms so as equitably to reflect such change in
accounting principles, with the desired result being that the criteria for evaluating the financial con…

EX-99.3 · c116668_ex99-3.htm

Type

EX-99.3

File

c116668_ex99-3.htm

Document text
EX-99.3 · c116668_ex99-3.htm EX-99.3 6 c116668_ex99-3.htm Exhibit 99.3 Griffon Corporation Announces Closing of Joint Venture with ONCAP to Combine AMES North America and Venanpri Tools NEW YORK, NEW YORK, June 10, 2026 – Griffon Corporation (NYSE: GFF) (the “Company” or “Griffon”) today announced the closing of the joint venture of Griffon’s AMES Companies (“AMES”) United States and Canada businesses with Venanpri Tools, the global professional and consumer tool provider majority owned by ONCAP, a subsidiary of Onex Corporation (TSX:ONEX). The joint venture, named Veritage Brands, is a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers. More information about Veritage Brands is available in a joint release issued earlier today by ONCAP and Griffon. Veritage Brands is managed as a portfolio company of ONCAP which, together with other affiliates, holds a 57% equity interest in the joint venture. Griffon received $100 million cash consideration and $161 million of second lien debt from Veritage Brands for the sale of AMES U.S. and Canada. Griffon holds a 43% equity interest in the joint venture. “Today’s closing represents a significant step forward for Veritage Brands and Griffon alike,” said Ronald J. Kramer, Chairman and CEO of Griffon. “With ONCAP as our partner, we believe Veritage Brands has a strong foundation to accelerate growth, expand its global presence, and continue delivering value for customers and stakeholders.” “The completion of this transaction also further advances Griffon’s strategic evolution into a pure-play building products company,” added Mr. Kramer. “With leading positions across key residential and commercial product categories, we remain focused on driving organic growth, strategically investing in our businesses and continuing to deliver long-term value for shareholders.” “The formation of Veritage Brands is an important step for unlocking shareholder value,” added Mr. Kramer. “Griffon is the largest North American provider of residential garage doors and commercial sectional doors, rolling steel doors, and grille products, as well as a leading brand of residential and commercial ceiling fans. We will continue to focus on growing our businesses organically, while prioritizing shareholder returns.” Goldman Sachs & Co. LLC acted as financial advisor and Dechert LLP acted as legal counsel to Griffon for the formation of the joint venture. Canaccord Genuity LLC acted as financial advisor and Torys LLP acted as legal counsel to ONCAP and Venanpri. 1 Forward-looking Statements “Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, the industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “achieves,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; Griffon’s ability to achieve expected savings and improved operational results from cost control, restructuring, integration and disposal initiatives; the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon’s operating companies; the ability of Griffon’s operating companies to expand into new geographic and product markets, and to anticipate and meet customer demands for new products and product enhancements and innovations; increases in the cost or lack of availability of raw materials such as steel, resin and wood, components or purchased finished goods, including any potential impact on costs or availability resulting from tariffs; changes in customer demand or loss of a material customer at one of Griffon’s operating companies; the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon’s businesses; political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in international economic conditions including inflation, interest rate and currency exchange fluctuations; the reliance by certain of Griffon’s businesses on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services offered by Griffon’s businesses, which impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation, regulatory and environmental matters; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of the businesses of certain of Griffon’s operating companies; possible terrorist threats and actions and their impact on the global economy; effects of possible IT system failures, data breaches or cyber-attacks; the impact of pandemics on the U.S. and the global economy, including business disruptions, reductions in employment and an increase in business and operating facility failures, specifically among our customers and suppliers; Griffon’s ability to service and refinance its debt; and the impact of recent and future legislative and regulatory changes, including, without limitation, changes in tax laws. Such statements reflect the views of the Company with respect to future events and are subject to these and other risks, as previously disclosed in the Company’s Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 2 About Griffon Corporation Griffon Corporation is a leading provider of residential and commercial building products. The Company is the largest North American manufacturer and marketer of garage doors under the Clopay, IDEAL and Holmes brands, and rolling steel door and grille products under the Clopay, Cornell, and Cookson brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold under the Hunter, Casablanca, and Jan Fan brands. AMES Australia is classified as a discontinued operation. For more information on Griffon, please see the Company’s website at www.griffon.com. Company Contact : Investor Relations Contact : Brian G. Harris Tom Cook EVP & Chief Financial Officer Managing Director Griffon Corporation ICR Inc. (212) 957-5000 (203) 682-8250 IR@griffon.com 3

Document text

EX-99.3 · c116668_ex99-3.htm

EX-99.3
 6
 c116668_ex99-3.htm

 Exhibit 99.3

 Griffon Corporation Announces Closing of
Joint Venture with ONCAP to Combine AMES North America and Venanpri Tools

 NEW YORK, NEW YORK, June 10, 2026
&ndash; Griffon Corporation (NYSE: GFF) (the &ldquo;Company&rdquo; or &ldquo;Griffon&rdquo;) today announced the closing of the
joint venture of Griffon&rsquo;s AMES Companies (&ldquo;AMES&rdquo;) United States and Canada businesses with Venanpri Tools, the
global professional and consumer tool provider majority owned by ONCAP, a subsidiary of Onex Corporation (TSX:ONEX).

 The joint venture, named Veritage Brands,
is a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers.
More information about Veritage Brands is available in a joint release issued earlier today by ONCAP and Griffon.

 Veritage Brands is managed as a portfolio
company of ONCAP which, together with other affiliates, holds a 57% equity interest in the joint venture.

 Griffon received $100 million cash consideration
and $161 million of second lien debt from Veritage Brands for the sale of AMES U.S. and Canada. Griffon holds a 43% equity interest
in the joint venture.

 &ldquo;Today&rsquo;s closing represents
a significant step forward for Veritage Brands and Griffon alike,&rdquo; said Ronald J. Kramer, Chairman and CEO of Griffon. &ldquo;With
ONCAP as our partner, we believe Veritage Brands has a strong foundation to accelerate growth, expand its global presence, and
continue delivering value for customers and stakeholders.&rdquo;

 &ldquo;The completion of this transaction
also further advances Griffon&rsquo;s strategic evolution into a pure-play building products company,&rdquo; added Mr. Kramer.
&ldquo;With leading positions across key residential and commercial product categories, we remain focused on driving organic growth,
strategically investing in our businesses and continuing to deliver long-term value for shareholders.&rdquo;

 &ldquo;The formation of Veritage Brands
is an important step for unlocking shareholder value,&rdquo; added Mr. Kramer. &ldquo;Griffon is the largest North American provider
of residential garage doors and commercial sectional doors, rolling steel doors, and grille products, as well as a leading brand
of residential and commercial ceiling fans. We will continue to focus on growing our businesses organically, while prioritizing
shareholder returns.&rdquo;

 Goldman Sachs & Co. LLC acted as
financial advisor and Dechert LLP acted as legal counsel to Griffon for the formation of the joint venture. Canaccord Genuity LLC acted
as financial advisor and Torys LLP acted as legal counsel to ONCAP and Venanpri.

 1

 Forward-looking Statements

 &ldquo;Safe Harbor&rdquo;
Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income (loss),
earnings, cash flows, revenue, changes in operations, operating improvements, the industries in which Griffon Corporation (the
&ldquo;Company&rdquo; or &ldquo;Griffon&rdquo;) operates and the United States and global economies that are not historical are
hereby identified as &ldquo;forward-looking statements&rdquo; and may be indicated by words or phrases such as &ldquo;anticipates,&rdquo;
&ldquo;supports,&rdquo; &ldquo;plans,&rdquo; &ldquo;projects,&rdquo; &ldquo;expects,&rdquo; &ldquo;believes,&rdquo; &ldquo;achieves,&rdquo;
&ldquo;should,&rdquo; &ldquo;would,&rdquo; &ldquo;could,&rdquo; &ldquo;hope,&rdquo; &ldquo;forecast,&rdquo; &ldquo;management is
of the opinion,&rdquo; &ldquo;may,&rdquo; &ldquo;will,&rdquo; &ldquo;estimates,&rdquo; &ldquo;intends,&rdquo; &ldquo;explores,&rdquo;
&ldquo;opportunities,&rdquo; the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking
statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed
in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties
in the housing, credit and capital markets; Griffon&rsquo;s ability to achieve expected savings and improved operational results
from cost control, restructuring, integration and disposal initiatives; the ability to identify and successfully consummate, and
integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon&rsquo;s
operating companies; the ability of Griffon&rsquo;s operating companies to expand into new geographic and product markets, and
to anticipate and meet customer demands for new products and product enhancements and innovations; increases in the cost or lack
of availability of raw materials such as steel, resin and wood, components or purchased finished goods, including any potential
impact on costs or availability resulting from tariffs; changes in customer demand or loss of a material customer at one of Griffon&rsquo;s
operating companies; the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon&rsquo;s businesses;
political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon&rsquo;s credit ratings;
changes in international economic conditions including inflation, interest rate and currency exchange fluctuations; the reliance
by certain of Griffon&rsquo;s businesses on particular third party suppliers and manufacturers to meet customer demands; the relative
mix of products and services offered by Griffon&rsquo;s businesses, which impacts margins and operating efficiencies; short-term
capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation, regulatory and
environmental matters; Griffon&rsquo;s ability to adequately protect and maintain the validity of patent and other intellectual
property rights; the cyclical nature of the businesses of certain of Griffon&rsquo;s operating companies; possible terrorist threats
and actions and their impact on the global economy; effects of possible IT system failures, data breaches or cyber-attacks; the
impact of pandemics on the U.S. and the global economy, including business disruptions, reductions in employment and an increase
in business and operating facility failures, specifically among our customers and suppliers; Griffon&rsquo;s ability to service
and refinance its debt; and the impact of recent and future legislative and regulatory changes, including, without limitation,
changes in tax laws. Such statements reflect the views of the Company with respect to future events and are subject to these and
other risks, as previously disclosed in the Company&rsquo;s Securities and Exchange Commission filings. Readers are cautioned not
to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.

 2

 About Griffon
Corporation

 Griffon Corporation is a leading provider
of residential and commercial building products. The Company is the largest North American manufacturer and marketer of garage
doors under the Clopay, IDEAL and Holmes brands, and rolling steel door and grille products under the Clopay, Cornell, and Cookson
brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold under the Hunter, Casablanca,
and Jan Fan brands.

 AMES Australia is classified as a discontinued
operation.

 For more information on Griffon, please
see the Company&rsquo;s website at www.griffon.com.

 Company Contact :
 Investor Relations Contact :

 Brian G. Harris
 Tom Cook

 EVP & Chief Financial Officer
 Managing Director

 Griffon Corporation
 ICR Inc.

 (212) 957-5000

 (203) 682-8250

 IR@griffon.com

 3

EX-99.4 · c116668_ex99-4.htm

Type

EX-99.4

File

c116668_ex99-4.htm

Document text
EX-99.4 · c116668_ex99-4.htm EX-99.4 7 c116668_ex99-4.htm Exhibit 99.4 ONCAP and Griffon Corporation Announce the Launch of Veritage Brands TORONTO and NEW YORK, NY June 10, 2026 – ONCAP, the lower mid-market private equity platform of Onex Corporation (TSX:ONEX), and Griffon Corporation (NYSE: GFF) (“Griffon”) announced today the launch of Veritage Brands (“Veritage”), a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers. Veritage Brands was formed through a joint venture of Bellota Tools, Corona, and Burgon & Ball, formerly subsidiaries of the Venanpri Group (“Venanpri”), majority-owned by ONCAP, and Griffon’s AMES Companies (“AMES”) businesses in North America. “Veritage Brands brings together global leaders in professional and consumer tools, home storage and organization solutions, and lawn and garden products,” said Michael Lay, Executive Chair at ONCAP. “Veritage Brands will be able to leverage the strengths of both organizations while streamlining operations and capturing the benefits of economies of scale. We are excited to work with our partners at Griffon to realize this vision.” Veritage is comprised of leading professional and consumer brands including AMES, Bellota, Burgon & Ball, ClosetMaid, Corona, Garant, Razor-Back, and True Temper, serving customers in North, Central and South America, and Europe, and with major operating facilities located in the United States, Spain, Canada, Mexico, and Colombia. Veritage is managed as a subsidiary of Venanpri, which, together with other affiliates of ONCAP, hold a 57% equity interest. Griffon Corporation participates in the governance and oversight of the joint venture as a 43% equity holder. Venanpri’s Agrisolutions business, including the Bellota Agrisolutions and Ingersoll brands, are not part of Veritage and will continue to be wholly owned by Venanpri. “Veritage Brands brings together trusted, iconic brands that are highly respected in their home markets and share an almost 300-year legacy,” said Ronald J. Kramer, Chairman and CEO of Griffon. “The formation of Veritage Brands creates a leading provider of professional and consumer tools, home storage and organization solutions, and lawn and garden products with critical scale and global reach.” 1 Canaccord Genuity LLC acted as financial advisor and Torys LLP acted as legal counsel to ONCAP and Venanpri. Goldman Sachs & Co. LLC acted as financial advisor and Dechert LLP acted as legal counsel to Griffon Corporation. 2 Forward Looking Statements This press release may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance, or results to be materially different from those indicated in these forward-looking statements. About ONCAP Founded in 2000, ONCAP is the dedicated lower mid-market private equity platform of Onex Corporation, committed to investing in and partnering with North American headquartered businesses and their management teams in our core sectors of emphasis. Today, ONCAP operates with a team of 35 employees managing $3.7 billion in assets across offices in Toronto and New York. For more information on ONCAP and Onex, visit www.oncap.com and www.onex.com. About ONEX Onex invests and manages capital on behalf of its shareholders and clients across the globe. Formed in 1984, we have a long track record of creating value for our clients and shareholders. Our investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, banks, insurance companies, family offices and high-net-worth individuals. In total, Onex has approximately $55.8 billion in assets under management, of which $9.4 billion is Onex’ own investing capital. With offices in Toronto, New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex’ platforms. Onex is listed on the Toronto Stock Exchange under the symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedarplus.ca . Onex Contacts: Zev Korman Vice President, Shareholder Relations and Communications (416) 362-7711 3 About Griffon Corporation Griffon Corporation is a leading provider of residential and commercial building products. The Company is the largest North American manufacturer and marketer of garage doors under the Clopay, IDEAL and Holmes brands, and rolling steel door and grille products under the Clopay, Cornell, and Cookson brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold under the Hunter, Casablanca, and Jan Fan brands. AMES Australia is classified as a discontinued operation. For more information on Griffon, please see the Company’s website at www.griffon.com. Company Contact : Investor Relations Contact : Brian G. Harris Tom Cook EVP & Chief Financial Officer Managing Director Griffon Corporation ICR Inc. (212) 957-5000 (203) 682-8250 IR@griffon.com 4

Document text

EX-99.4 · c116668_ex99-4.htm

EX-99.4
 7
 c116668_ex99-4.htm

 Exhibit 99.4

 ONCAP and Griffon Corporation
 Announce the Launch of Veritage Brands

 TORONTO and NEW YORK, NY June 10,
2026 &ndash; ONCAP, the lower mid-market private equity platform of Onex Corporation (TSX:ONEX), and Griffon Corporation (NYSE:
GFF) (&ldquo;Griffon&rdquo;) announced today the launch of Veritage Brands (&ldquo;Veritage&rdquo;), a leading global provider
of hand tools, home organization solutions, and lawn and garden products for professionals and consumers.

 Veritage Brands was formed through a
joint venture of Bellota Tools, Corona, and Burgon & Ball, formerly subsidiaries of the Venanpri Group (&ldquo;Venanpri&rdquo;),
majority-owned by ONCAP, and Griffon&rsquo;s AMES Companies (&ldquo;AMES&rdquo;) businesses in North America.

 &ldquo;Veritage Brands brings together
global leaders in professional and consumer tools, home storage and organization solutions, and lawn and garden products,&rdquo;
said Michael Lay, Executive Chair at ONCAP. &ldquo;Veritage Brands will be able to leverage the strengths of both organizations
while streamlining operations and capturing the benefits of economies of scale. We are excited to work with our partners at Griffon
to realize this vision.&rdquo;

 Veritage is comprised of leading professional
and consumer brands including AMES, Bellota, Burgon & Ball, ClosetMaid, Corona, Garant, Razor-Back, and True Temper, serving
customers in North, Central and South America, and Europe, and with major operating facilities located in the United States, Spain,
Canada, Mexico, and Colombia.

 Veritage is managed as a subsidiary of
Venanpri, which, together with other affiliates of ONCAP, hold a 57% equity interest. Griffon Corporation participates in the governance
and oversight of the joint venture as a 43% equity holder. Venanpri&rsquo;s Agrisolutions business, including the Bellota Agrisolutions
and Ingersoll brands, are not part of Veritage and will continue to be wholly owned by Venanpri.

 &ldquo;Veritage Brands brings together
trusted, iconic brands that are highly respected in their home markets and share an almost 300-year legacy,&rdquo; said Ronald
J. Kramer, Chairman and CEO of Griffon. &ldquo;The formation of Veritage Brands creates a leading provider of professional and
consumer tools, home storage and organization solutions, and lawn and garden products with critical scale and global reach.&rdquo;

 1

 Canaccord Genuity LLC acted as financial
advisor and Torys LLP acted as legal counsel to ONCAP and Venanpri. Goldman Sachs & Co. LLC acted as financial advisor and
Dechert LLP acted as legal counsel to Griffon Corporation.

 2

 Forward Looking
Statements

 This press release
may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by,
followed by or that include words such as &ldquo;believes&rdquo;, &ldquo;expects&rdquo;, &ldquo;potential&rdquo;, &ldquo;anticipates&rdquo;,
&ldquo;estimates&rdquo;, &ldquo;intends&rdquo;, &ldquo;plans&rdquo; and words of similar connotation, which would constitute forward-looking
statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements
and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance,
or results to be materially different from those indicated in these forward-looking statements.

 About ONCAP

 Founded in 2000,
ONCAP is the dedicated lower mid-market private equity platform of Onex Corporation, committed to investing in and partnering with
North American headquartered businesses and their management teams in our core sectors of emphasis. Today, ONCAP operates with
a team of 35 employees managing $3.7 billion in assets across offices in Toronto and New York. For more information on ONCAP and
Onex, visit www.oncap.com and www.onex.com.

 About ONEX

 Onex invests and
manages capital on behalf of its shareholders and clients across the globe. Formed in 1984, we have a long track record of creating
value for our clients and shareholders. Our investors include a broad range of global clients, including public and private pension
plans, sovereign wealth funds, banks, insurance companies, family offices and high-net-worth individuals. In total, Onex has approximately
$55.8 billion in assets under management, of which $9.4 billion is Onex&rsquo; own investing capital. With offices in Toronto,
New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex&rsquo;
platforms.

 Onex is listed on
the Toronto Stock Exchange under the symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex&rsquo;
security filings can also be accessed at www.sedarplus.ca .

 Onex Contacts:

 Zev Korman

 Vice President, Shareholder Relations
and

Communications

 (416) 362-7711

 3

 About Griffon
Corporation

 Griffon Corporation
is a leading provider of residential and commercial building products. The Company is the largest North American manufacturer and
marketer of garage doors under the Clopay, IDEAL and Holmes brands, and rolling steel door and grille products under the Clopay,
Cornell, and Cookson brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold
under the Hunter, Casablanca, and Jan Fan brands.

 AMES Australia is
classified as a discontinued operation.

 For more information
on Griffon, please see the Company&rsquo;s website at www.griffon.com.

 Company Contact :
 Investor Relations Contact :

 Brian G. Harris
 Tom Cook

 EVP & Chief Financial Officer
 Managing Director

 Griffon Corporation
 ICR Inc.

 (212) 957-5000
 (203) 682-8250

 IR@griffon.com

 4

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