Repay Holdings Corp

EX-99.1 · rpay-ex99_1.htm

EX-99.1
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 rpay-ex99_1.htm
 EX-99.1

  

 REPAY Completes Acquisition of KUBRA
 REPAY Becomes a Leading Consumer Bill Payment Provider
 Announces Investor Day for December 2026
  
 ATLANTA--(BUSINESS WIRE)— June 1, 2026-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced that it has completed the acquisition of Kubra Data Transfer LTD. (“KUBRA”). Under the terms of the agreement, REPAY acquired KUBRA for $372 million in cash. REPAY announced the definitive agreement to acquire KUBRA on March 30, 2026.
  
 “With the addition of KUBRA, REPAY expands our position as a leading Consumer Bill Payment Provider with the technology and market position to lead the digital journey across the payment ecosystem,” said John Morris, Co-Founder and Chief Executive Officer of REPAY. “We expect KUBRA will significantly increase our revenue, engage with over 40% of U.S. and Canadian households every month, and process over $130 billion in combined annual payment volumes as we serve non-discretionary categories with reoccurring billing cycles.”
  
 The Company previously outlined the combined value creation opportunities of approximately $15+ million of annual run-rate costs synergies and approximately $5+ million of technology savings over the next three years through combining operations, platform consolidation, and other scale efficiencies. REPAY expects to achieve approximately $8 million of the identified run-rate expense synergies during 2026. REPAY expects the transaction to unlock additional value with expected revenue opportunities of approximately $5+ million by 2028 as REPAY benefits from offering bill presentment, communications services, a payment engine, and core processing solutions across all clients.
  
 REPAY continues to expect Free Cash Flow accretion 1 of 25% by 2028. In the supplemental materials published today, REPAY has outlined the multi-year value creation roadmap to realizing the identified synergies and savings, along with the near-term costs to achieve the estimated 2028 run-rate savings.
  
 At closing, REPAY combined net leverage 2 is approximately 4.0x and REPAY expects to reduce net leverage to below 3.0x within 18 months. The transaction was funded with debt financing and cash on hand. In connection with the transaction, REPAY has received financing of $500 million senior secured term loan, along with a $100 million undrawn revolving credit facility.
  
 For the full year 2026, REPAY is raising its outlook to incorporate KUBRA’s expected contributions for the remaining 7 months. KUBRA is expected to contribute between $150 million and $154 million in revenue and between $27.5 million and $30 million in Adjusted EBITDA 3 for the remainder

 1 Free Cash Flow measures are non-GAAP measures. See “Non-GAAP Financial Measures” herein for additional information.

 2 Combined net leverage represents LTM as of 3/31/2026 and includes transaction-related adjustments and synergies. Net leverage is a non-GAAP financial measure. See “Non-GAAP Financial Measures” herein for additional information.

 3 Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Financial Measures” herein for additional information.

  

  
  

 of 2026. On an organic basis, REPAY expects approximately 10% to 12% revenue growth. REPAY is now expecting the following financial results for full year 2026:
  

  

 Prior
 FY2026 Outlook

  

 Updated
 FY2026 Outlook

 Revenue

 $340 - 346 million

  

 $490 - 500 million

 Adjusted EBITDA 4

 $141 - 146 million

  

 $168.5 - 176 million

 Free Cash Flow Conversion

 45%

  

 30%

 Adjusted FCF Conversion

  

  

 35%

  
 As a reminder, Free Cash Flow includes net interest expense. Adjusted Free Cash Flow represents Free Cash Flow plus in year technology, merger, and integration costs associated with synergy realization. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA.
  
 REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA, Free Cash Flow Conversion, Adjusted Free Cash Flow Conversion, net leverage and organic revenue growth, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.
  
 Investor Day
 We are planning to provide more details on our strategy, execution priorities, and financial outlook at an Investor Day in December.
  
 Supplemental Materials
 In addition to today’s press release, the Company has provided additional details on the KUBRA acquisition including a multi-year synergy roadmap and our 2026 outlook. The supplemental materials are available on REPAY’s investor relations website at https://investors.repay.com/investor-relations under the “Presentation” section.
  
 Advisors
 Truist Securities, Inc. served as exclusive financial advisor to REPAY. Troutman Pepper Locke LLP served as legal advisor to REPAY. Financial Technology Partners served as exclusive financial advisor to KUBRA. Clifford Chance US LLP and the Hearst Office of General Counsel served as legal advisors to KUBRA and Hearst Corporation.
  
 Non-GAAP Financial Measures
 This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions, including Adjusted EBITDA, Free Cash Flow accretion, Free Cash Flow Conversion, Adjusted Free Cash Flow

 4 Adjusted EBITDA includes in year technology, merger, and integration costs associated with synergy realization.

  

  
  

 Conversion, organic revenue growth and net leverage, as well as certain forward-looking projections that are not reconcilable with GAAP measures due to their inherent uncertainty. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Organic revenue growth is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. Net leverage is a non-GAAP financial measure calculated by total debt (less cash and cash equivalents) divided by Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, gain on extinguishment of debt and other non-recurring charges. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. REPAY believes that Adjusted EBITDA, Free Cash Flow accretion, Free Cash Flow Conversion, Adjusted Free Cash Flow Conversion, organic revenue growth and net leverage provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.
  
 Forward-Looking Statements
 This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “can,” “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. These forward-looking statements include, but are not limited to: anticipated benefits from the KUBRA acquisition, expected strengthening of REPAY’s product offering, future market, growth and synergy opportunities, payment volume, net leverage

  

  
  

 and Free Cash Flow estimates, and the level of KUBRA’s expected growth and financial contributions, including revenue and Adjusted EBITDA. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control.
  
 In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; that the acquisition could disrupt relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that the stockholder rights plan may delay, discourage or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing markets in which REPAY operates, including with respect to the competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to those customers; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; the ability to retain, develop and hire key personnel; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls.
  
 Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Combined, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
  
 About REPAY
 REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.
  

  

  
  

 About KUBRA
 KUBRA , founded in 1992 and headquartered in Mississauga, Ontario, is an industry-leading provider of customer experience management solutions to some of the largest utility, government, and insurance entities in North America. KUBRA’s platform offering includes billing and payments, alerts and preference management, artificial intelligence solutions, mobile apps, and utility mapping solutions. KUBRA reaches over 40% of households in the United States and Canada, providing performance-driven value to more than 250 clients and their customers.
  
 Contacts
 Investor Relations for REPAY:
 ir@repay.com

Media Relations for REPAY:
Kristen Hoyman
 khoyman@repay.com
  
 Source: Repay Holdings Corporation

EX-99.2 · rpay-ex99_2.htm

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 EX-99.2

 REPAY & KUBRA Supplemental Materials Exhibit 99.2 June 2026

 Disclaimer Repay Holdings Corporation (“REPAY” or the “Company”) is required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Such filings, which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “can,” “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. These forward-looking statements include, but are not limited to: anticipated benefits from the KUBRA acquisition, expected strengthening of REPAY’s product offering, future market, growth and synergy opportunities, payment volume, net leverage and Free Cash Flow estimates, and the level of KUBRA’s expected growth and financial contributions, including revenue and Adjusted EBITDA. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the inability to integrate and/or realize the benefits of the KUBRA acquisition, including expected synergies; that the acquisition could disrupt relationships with customers, employees or other business partners; the impact, cost and effect of actions by activist stockholders; the risk that the stockholder rights plan may delay, discourage or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders; exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing markets in which REPAY operates, including with respect to the competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to those customers; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; the ability to retain, develop and hire key personnel; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Combined, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions, including Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow accretion, Free Cash Flow Conversion, Adjusted Free Cash Flow Conversion, organic revenue growth, normalized revenue growth, and net leverage, as well as certain forward-looking projections that are not reconcilable with GAAP measures due to their inherent uncertainty. Organic revenue growth is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. Any financial measure (whether GAAP or non-GAAP) that is modified by “excl. political media” or “normalized” is a non-GAAP financial measure that measures a defined growth rate exclusive of the estimated contribution from political media clients in the prior corresponding period. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, gain on extinguishment of debt and other non-recurring charges. Adjusted EBITDA margin is a non-GAAP financial measure that represents Adjusted EBITDA divided by GAAP revenue. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Net leverage is a non-GAAP financial measure calculated by dividing total debt (less cash and cash equivalents) divided by Adjusted EBITDA. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. REPAY believes that Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow accretion and net leverage provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.

 REPAY Investment Thesis KUBRA accelerates REPAY&#x2019;s strategic evolution into a scaled multi-vertical integrated bill payments platform Financial metric based on combined 2025 excluding synergies Financials based on 2025 excluding synergies Net leverage is a non-GAAP measure. See slide 1 under "Non-GAAP Financial Measures&#x201d; Free Cash Flow accretion is a non-GAAP measure. See slide 1 under &#x201c;Non-GAAP Financial Measures&#x201d; Estimated run-rate synergies by 2028 Third-party research and management estimates as of 6/1/2026 Accelerates strategy towards large, enterprise clients Diversified billing, payments, and customer communication platform focused on the utility and government verticals Attractive & complementary product offering centered around non-discretionary spend categories with recurring billing cycles Deeply entrenched with highly reoccurring revenue streams from a diversified base of long-tenured clients with high retention rates Expansion into Resilient Utility & Gov&#x2019;t Verticals with a Leading Provider at Scale Over ~$130 billion in combined annual payment volume(1) across diverse growth markets Scaled asset adds ~$49 million in Adj. EBITDA(2) Strong combined company free cash flow expected to drive deleveraging to total net leverage(3) of <3.0x within 18 months of closing and provide for incremental capital to accelerate technology enhancements Expected Free Cash Flow accretion(4) of 25% by 2028 Increases Scale and Strengthens Financial Profile Significant technology cost savings expected through platform optimization and organizational efficiencies from combined operations Additional top-line synergies expected through cross-sell of Customer Communications & Bill Presentment solutions, while also improving retention across client bases Combined company efficiencies expected to result in fully realized run-rate cost and capital expenditure savings of $20+ million(5) Material Synergy Realization Enhances Operating Efficiency Unlocks a high barrier to entry, >$2.75TN addressable market(6) within the U.S. biller-direct segment Opportunity to drive shift from paper-based invoicing and payments to higher-margin digital payments Complementary two-pronged go-to-market approach offers diversified distribution channel to accelerate vertical expansion TAM Expansion in Large Biller-Direct Markets

 REPAY Becomes a Leading End-to-End Bill Payment Platform Communication Services Bill Design & Presentment Payment Acceptance Clearing & Settlement Payment Gateway API Integrations Instant Funding Credit/Debit Processing ACH Processing eCash New & Emerging Payments Virtual Terminal Web Portal / Online Bill Payment POS Equipment Mobile App & Digital Wallets Text Pay IVR / Phone Pay Payment capabilities are directly embedded in our client&#x2019;s core systems Mobile Alerts Proprietary back-end Clearing & Settlement platform, driving payment optimization and operating leverage Automated Messaging Services Utility Mapping & Data Analytics Preparation & distribution of billing, statements, and required regulatory notices KUBRA expands platform capabilities Omnichannel offering allows consumers to pay anywhere, any time using all Modalities REPAY and KUBRA together provide an integrated bill payment and customer communications lifecycle across 18+ attractive verticals

 KUBRA&#x2019;s Product Suite Differentiates Itself from Competitor Offerings KUBRA delivers a comprehensive suite of products that enable it to uniquely design and process both paper and e-bills with increased payment flows under REPAY&#x2019;s ownership Design & Bill Print Design, preparation, printing and distribution of customer documents, including bills, statements and required regulatory notices Subscription Payments (E-Bill) Design, preparation and distribution of bills or invoices electronically for reoccurring payments Long growth opportunity of digitalizing new and existing client base On-Demand Payments (EZ-Pay) Individual electronic payment transactions including voice, digital, and in-person channels Professional Services Customer customization and configuration services for product suite offering Customer Utility Communications Includes automated messaging services, text / voice / email alerts, utility outage maps, and energy and water analytics Bill Presentment On-Demand Payments (EZ-Pay) Subscription Payments (E-Bill) Design & Bill Print Customer Utility Communications Professional Services

 KUBRA Serves Enterprise Clients across Non-Discretionary Verticals Leading bill presentment and payment provider to the utilities sector, with a growing presence in other markets Utilities ~85% of Revenue Government ~5% of Revenue Healthcare Adjacent Verticals Electric, gas, water, waste management, telecom, and cable utility providers in the U.S. State & local agencies and municipalities Hospitals, systems, & payers managing billing, care notices, and compliance Expansion opportunity with municipality owned utilities Providers of billing, statements, & policy communications Financial Services, Education, & other adjacent verticals Insurance Highly regulated communication with increasing demand for billing transparency Markets with existing relationship overlap Note: Financial and business metrics as of and for the year ended December 31, 2025 ~40% 250+ of Households in U.S. and Canada Clients 2025 Adj. EBITDA 2025 Revenue ~$49mm ~$239mm ~48% Gross Profit Margins MSD/HSD Revenue Growth

 KUBRA Enhances REPAY&#x2019;s Vertical Reach By diversifying into non-discretionary core verticals, REPAY will reach over ~$130Bn of combined 2025 Annual Payment Volume(1) Financials metrics based on combined 2025 excluding synergies Third-party research and management estimates as of 6/1/2026 End Market Opportunities (2) (In $ billions) Combined Combined Revenue Mix (1) before KUBRA REPAY KUBRA Both

 Significantly Increases Scale while Maintaining Profitability REPAY immediately scales, while continuing to generate strong profitability Revenue(1) Adjusted EBITDA(1) Financials metrics based on 2025. Combined financials based on 2025 excluding synergies. Combined is calculated using REPAY reported plus KUBRA Revenue of approximately $239 million and Adjusted EBITDA of approximately $49 million. Adjusted EBITDA is a non-GAAP financial measure. See slide 1 under "Non-GAAP Financial Measures" ~1.8x (In $ millions) (In $ millions) REPAY KUBRA ~1.4x

 LONG-TERM GROWTH ORGANIC GROWTH M&A CATALYSTS Deepen presence in existing verticals Expand into new verticals/geographies Strategic acquisitions extending broader solution suite Driving Shareholder Value 1) Third-party research and management estimates as of 6/1/2026 Secular trends away from cash and check toward digital payments Transaction growth in key verticals Further penetrate existing clients ~$7.9Tn TAM(1)Creates long runway for growth Deep presence in key verticals creates significant defensibility Highly attractivefinancial model with strong Free Cash Flow generation = + 8

 Value Creation Roadmap Expected to be Free Cash Flow accretive(1) by 25% in 2028E Revenue Opportunities Expense Synergies Capex Savings Increase penetration into all verticals with a comprehensive end-to-end digital bill pay platform; including bill presentment, communications, payment engine, and core processing Expand KUBRA&#x2019;s bill presentment and communication services to existing REPAY clients across Consumer Payment verticals Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading Free Cash Flow accretion is a non-GAAP financial measure. See slide 1 under "Non-GAAP Financial Measures" Estimated run-rate synergies realized during 2026; excludes &#x201c;expected costs to achieve synergies&#x201d; Estimated run-rate synergies by 2028 Restructuring to unify duplicate corporate functions, while automating functions during integration Platform migration leading to identified operating support, maintenance, and related infrastructure cost savings Scale efficiencies with payment processing improvements Optimize to one unified platform architecture by 2028E Consolidate product investments across verticals $5+ million 2028E Estimated Run-Rate Savings(3) $15+ million $5+ million 2026E Estimated Run-Rate Savings(2) ~$8 million ~$7 million of expected costs to achieve synergies in 2026E

 Integration Plan for One Platform Integration playbook in place for Day 1 readiness across all workstreams Phased hybrid integration plan optimizes client upgrades during infrastructure unification Feature and compliance parity essential before client feature optimization KUBRA &#x2014; The Experience Platform KUBRA&#x2019;s customer-facing platforms unify under the KUBRA HQ+ platform KUBRA&#x2019;s market-leading capabilities continue offering: Bill Payment Workflows Customer Experience & Communications Biller Configuration & Onboarding Verification Vault, Identity Management, & Data Composition REPAY &#x2014; The Payments and RCS Engine REPAY&#x2019;s infrastructure powers the money movement: Payment processing across all modalities Multi-network support for every channel Omni-channel delivery (web, mobile, IVR, API) Enterprise-grade uptime & scale Intelligent routing Bringing It Together Unified APIs connect KUBRA's experience platform to REPAY's payments engine Planned client upgrades for seamless migration phased over 18&#x2013;24 months AI-assisted engineering accelerates integration without compromising quality Joint teams aligned across U.S. and Canada One platform for scale • Enhanced client experience A stronger foundation for growth

 Proven Ability of Delevering from Free Cash Flow Generation REPAY is committed to maintaining a conservative financial policy focused on deleveraging Net leverage target of < 3.0x within 18 months of closing Proven ability to reduce leverage following acquisitions as demonstrated following the BillingTree, Kontrol and Payix acquisitions in 2021 Generates strong reoccurring Free Cash Flow to repay debt, alongside ample liquidity with cash on the balance sheet and an undrawn $100 million Revolving Credit Facility Track record of voluntarily reducing debt when the Company retired a total of ~$110 million of its 2026 Convertible Notes with balance sheet cash in August 2025 and January 2026 Net Leverage(1) Acquired BillingTree, Kontrol, and Payix in 2021 Net Leverage is a non-GAAP financial measure. Historical Net Debt and Adjusted EBITDA are pro forma for related acquisitions, divestitures, and debt repayments subsequent to year-end. See slide 1 under "Non-GAAP Financial Measures" Combined LTM Net Leverage represents LTM as of 3/31/2026 adjusted for transaction-related adjustments, synergies, and financing. (2) 1.0x Deleveraging >1.0x Deleveraging

 Updated FY 2026 Outlook REPAY is raising its previously provided outlook for full year 2026 to include KUBRA contributions for the remaining 7 months Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted Normalized and Organic Revenue Growth, Adjusted EBITDA, Free Cash Flow, and Free Cash Flow Conversion to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading Free Cash Flow Conversion represents Free Cash Flow / Adjusted EBITDA Adjusted Free Cash Flow represents Free Cash Flow adding back in-year costs associated with synergy realization. Adjusted Free Cash Flow Conversion represents Adjusted Free Cash Flow / Adjusted EBITDA Updated FY2026 Outlook Revenue $490-$500MM Reported Growth ~60% Organic Growth 10%-12% Normalized Growth 7%-9% Adjusted EBITDA $168.5-$176MM ~35% Margins Free Cash Flow Conversion (1) ~30% Adjusted Free Cash Flow Conversion (2) ~35%

 Thank you

EX-10.1 · rpay-ex10_1.htm

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 Exhibit 10.1

 Published Transaction CUSIP Number: 42010EAK5
 Published Revolver CUSIP Number: 42010EAM1
 Published Term Loan CUSIP Number: 42010EAL3
 _______________________________________________________________________________
  
 CREDIT AGREEMENT
  
 dated as of June 1, 2026
  
 among
  
 REPAY HOLDINGS CORPORATION,
 as Parent and a Guarantor,
  
 Hawk Parent Holdings LLC,
 as the Borrower,
  
 THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO,
  
 THE LENDERS AND ISSUING BANKS FROM TIME TO TIME PARTY HERETO
  
 and
  
 TRUIST BANK,
 as Administrative Agent
 _______________________________________________________________________________
  
 TRUIST SECURITIES, INC.,
 as sole Lead Arranger and Book Runner for the Initial Term Loans
 _______________________________________________________________________________
  
 TRUIST SECURITIES, INC.,
 BMO BANK N.A.,
 CITIZENS BANK, N.A.,
 PNC CAPITAL MARKETS LLC, and
 SOUTHSTATE BANK, N.A.,
 as Joint Lead Arrangers and Joint Book Runners for the Revolving Facility
 _______________________________________________________________________________

  

  

 TABLE OF CONTENTS
 Page

 Article I DEFINITIONS; CONSTRUCTION

 2

 Section 1.1

 Definitions

 2

 Section 1.2

 Classifications of Loans and Borrowings

 57

 Section 1.3

 Accounting Terms and Determination

 57

 Section 1.4

 Terms Generally

 58

 Section 1.5

 Limited Condition Transactions

 58

 Section 1.6

 Divisions

 59

 Section 1.7

 Rates

 59

 Section 1.8

 Certain Determination and Calculations.

 60

 Section 1.9

 Exchange Rates; Currency Equivalents.

 62

 Section 1.10

 Cashless Rollovers

 62

 Article II AMOUNT AND TERMS OF THE COMMITMENTS

 63

 Section 2.1

 General Description of Facilities

 63

 Section 2.2

 Loans

 63

 Section 2.3

 Procedure for Borrowings

 64

 Section 2.4

 Swingline Commitment

 65

 Section 2.5

 [Reserved]

 66

 Section 2.6

 Funding of Borrowings

 66

 Section 2.7

 Interest Elections

 67

 Section 2.8

 Optional Reduction and Termination of Commitments

 68

 Section 2.9

 Repayment of Loans

 69

 Section 2.10

 Evidence of Indebtedness

 70

 Section 2.11

 Optional Prepayments

 70

 Section 2.12

 Mandatory Prepayments

 71

 Section 2.13

 Interest on Loans

 73

 Section 2.14

 Fees

 74

 Section 2.15

 Computation of Interest and Fees

 75

 Section 2.16

 Inability to Determine Interest Rates; Benchmark Replacement Setting

 75

 Section 2.17

 Illegality

 77

 Section 2.18

 Increased Costs

 78

 Section 2.19

 Funding Indemnity

 79

 Section 2.20

 Taxes

 79

 Section 2.21

 Payments Generally; Pro Rata Treatment; Sharing of Set-offs

 84

 Section 2.22

 Letters of Credit

 85

 Section 2.23

 Incremental Credit Extensions

 91

 Section 2.24

 Mitigation of Obligations

 95

 Section 2.25

 Replacement of Lenders

 95

 Section 2.26

 Defaulting Lenders and Potential Defaulting Lenders.

 96

 Section 2.27

 Refinancing Amendments

 98

 Section 2.28

 Extension Amendments

 99

 Article III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

 99

 Section 3.1

 Conditions to Effectiveness

 99

 Section 3.2

 Conditions to Each Credit Event

 102

 Section 3.3

 Delivery of Documents

 103

 Article IV REPRESENTATIONS AND WARRANTIES

 103

 Section 4.1

 Existence; Power

 103

  
 i

  

 Section 4.2

 Organizational Power; Authorization

 103

 Section 4.3

 Governmental Approvals; No Conflicts

 103

 Section 4.4

 Financial Statements; No Default; No Material Adverse Effect

 103

 Section 4.5

 Litigation and Environmental Matters

 104

 Section 4.6

 Compliance with Laws and Agreements

 104

 Section 4.7

 Investment Company Act

 104

 Section 4.8

 Taxes

 104

 Section 4.9

 Use of Proceeds; Margin Regulations

 104

 Section 4.10

 ERISA

 105

 Section 4.11

 Ownership of Property; Insurance

 105

 Section 4.12

 Disclosure

 106

 Section 4.13

 Labor Relations

 106

 Section 4.14

 Subsidiaries

 107

 Section 4.15

 Solvency

 107

 Section 4.16

 [Reserved]

 107

 Section 4.17

 Collateral Documents

 107

 Section 4.18

 Subordinated Debt

 107

 Section 4.19

 Sanctions and Anti-Corruption Laws

 108

 Section 4.20

 Patriot Act

 108

 Section 4.21

 Affected Financial Institution; Other Regulations

 108

 Article V AFFIRMATIVE COVENANTS

 108

 Section 5.1

 Financial Statements and Other Information

 108

 Section 5.2

 Notices of Material Events

 110

 Section 5.3

 Existence; Conduct of Business

 111

 Section 5.4

 Compliance with Laws

 111

 Section 5.5

 Payment of Taxes

 111

 Section 5.6

 Books and Records

 112

 Section 5.7

 Visitation and Inspection

 112

 Section 5.8

 Maintenance of Properties; Insurance

 112

 Section 5.9

 Use of Proceeds; Margin Regulations

 112

 Section 5.10

 Non-U.S. Plans

 112

 Section 5.11

 [Reserved]

 113

 Section 5.12

 Additional Subsidiaries and Collateral

 113

 Section 5.13

 Maintenance of Ratings

 114

 Section 5.14

 Further Assurances

 114

 Section 5.15

 Target Specified Representations

 114

 Section 5.16

 Designation of Subsidiaries

 114

 Section 5.17

 Certain Post-Closing Matters

 115

 Section 5.18

 Government Regulation

 115

 Article VI FINANCIAL COVENANT

 115

 Section 6.1

 Total Net Leverage Ratio

 115

 Section 6.2

 Equity Cure

 115

 Article VII NEGATIVE COVENANTS

 116

 Section 7.1

 Indebtedness

 116

 Section 7.2

 Liens

 119

 Section 7.3

 Fundamental Changes

 121

 Section 7.4

 Investments, Loans

 122

 Section 7.5

 Restricted Payments

 124

 Section 7.6

 Sale of Assets

 126

 ii
  

  

 Section 7.7

 Transactions with Affiliates

 128

 Section 7.8

 Restrictive Agreements

 129

 Section 7.9

 Sale and Leaseback Transactions

 129

 Section 7.10

 Sanctions and Anti-Corruption Laws

 130

 Section 7.11

 Amendment to Organization Documents

 130

 Section 7.12

 Material Indebtedness; Junior Financing

 130

 Section 7.13

 Change in Fiscal Year

 131

 Section 7.14

 Holding Company Restrictions

 131

 Article VIII EVENTS OF DEFAULT

 132

 Section 8.1

 Events of Default

 132

 Section 8.2

 Application of Proceeds from Exercise of Remedies

 136

 Article IX THE ADMINISTRATIVE AGENT

 137

 Section 9.1

 Appointment of the Administrative Agent

 137

 Section 9.2

 Nature of Duties of the Administrative Agent

 138

 Section 9.3

 Lack of Reliance on the Administrative Agent

 138

 Section 9.4

 Certain Rights of the Administrative Agent

 139

 Section 9.5

 Reliance by the Administrative Agent

 139

 Section 9.6

 The Administrative Agent in its Individual Capacity

 139

 Section 9.7

 Successor Administrative Agent

 139

 Section 9.8

 Withholding Tax

 140

 Section 9.9

 The Administrative Agent May File Proofs of Claim

 141

 Section 9.10

 Authorization to Execute Other Loan Documents

 141

 Section 9.11

 Collateral and Guaranty Matters

 141

 Section 9.12

 Erroneous Payments

 142

 Section 9.13

 Right to Realize on Collateral and Enforce Guarantee

 144

 Section 9.14

 Secured Bank Product Obligations and Hedging Obligations

 144

 Section 9.15

 Certain ERISA Matters

 145

 Article X MISCELLANEOUS

 146

 Section 10.1

 Notices

 146

 Section 10.2

 Waiver; Amendments

 149

 Section 10.3

 Expenses; Indemnification

 152

 Section 10.4

 Successors and Assigns

 154

 Section 10.5

 Governing Law; Jurisdiction; Consent to Service of Process

 159

 Section 10.6

 WAIVER OF JURY TRIAL

 160

 Section 10.7

 Right of Set-off

 160

 Section 10.8

 Counterparts; Integration

 161

 Section 10.9

 Survival

 161

 Section 10.10

 Severability

 161

 Section 10.11

 Confidentiality

 161

 Section 10.12

 Interest Rate Limitation

 162

 Section 10.13

 Waiver of Effect of Corporate Seal

 163

 Section 10.14

 Patriot Act

 163

 Section 10.15

 No Advisory or Fiduciary Responsibility

 163

 Section 10.16

 Location of Closing

 163

 Section 10.17

 Swaps

 164

 Section 10.18

 Acknowledgement and Consent to Bail-In of Affected Financial Institutions

 164

 Section 10.19

 Acknowledgement Regarding Any Supported QFCs

 164

 Section 10.20

 Electronic Signatures

 165

 iii
  

  

  

 iv
  

  

 Schedules
 Schedule I -	Commitments and LC Sublimits
 Schedule 4.14 -	Subsidiaries
 Schedule 5.17 -	Certain Post-Closing Matters
 Schedule 7.1 -	Existing Indebtedness
 Schedule 7.2 -	Existing Liens
 Schedule 7.4 -	Existing Investments
 Schedule 7.7 -	Existing Affiliate Agreements
 Schedule 7.8 -	Existing Restrictive Agreements
 Schedule 7.9 -	Sale and Leaseback Transactions
 Exhibits
 Exhibit A - Form of Assignment and Acceptance
 Exhibit B - Form of Term Note
 Exhibit C -	Form of Revolving Note
 Exhibit D -	Form of Notice of Borrowing
 Exhibit E -	Form of Notice of Swingline Borrowing
 Exhibit F -	Form of Notice of Conversion/Continuation
 Exhibit G -	Form of Compliance Certificate
 Exhibit H -	Form of U.S. Tax Compliance Certificate
  
  

 v
  

  

 CREDIT AGREEMENT
 THIS CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “ Agreement ”) is made and entered into as of June 1, 2026, by and among Repay Holdings Corporation, a Delaware corporation (“ Parent ”), Hawk Parent Holdings LLC, a Delaware limited liability company (the “ Borrower ”), the other Loan Parties from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “ Lenders ”), the Issuing Banks from time to time party hereto, and TRUIST BANK, in its capacity as administrative agent for the Lenders (including its successors in such capacity, the “ Administrative Agent ”), and as Swingline Lender.
 W I T N E S S E T H:
 WHEREAS , substantially contemporaneously with the execution and delivery of this Agreement on the Closing Date (the transactions described in this paragraph below, collectively with the transactions related thereto, the “ Transactions ”):
 a) Parent and the Borrower will, directly or indirectly, acquire (including, for the avoidance of doubt, by any of Parent’s and the Borrower’s direct or indirect wholly-owned subsidiaries) KUBRA Holdings, Inc., a Delaware corporation (“ King US ”), KUBRA Data Transfer Ltd., an Ontario corporation (“ King Canada ”), and their respective subsidiaries (collectively, the “ Acquired Business ”) pursuant to that certain Stock Purchase Agreement, dated as of March 30, 2026, by and among Parent, King US, King Canada and Hearst KUBRA Holdings, Inc., a Delaware corporation (including all schedules, annexes and exhibits thereto, and as in effect on March 30, 2026, the “ Acquisition Agreement ”) and upon consummation of the Transactions the Borrower will directly or indirectly hold 100% of the issued and outstanding Capital Stock of the Acquired Business (the “ Closing Date Acquisition ”);
 b) (1) all obligations (other than contingent indemnification obligations not yet due and payable and for which no claim has been made) under that certain Second Amended and Restated Revolving Credit Agreement, dated as of July 10, 2024, by and among Parent, the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Truist Bank, as administrative agent, issuing bank and swingline lender and the other entities from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Existing Credit Agreement ”) will be repaid in full, and (2) except to the extent permitted to remain outstanding under the Acquisition Agreement, all obligations (other than contingent indemnification obligations not yet due and payable and for which no claim has been made) in respect of debt for borrowed money of the Acquired Business will be repaid, redeemed, defeased or otherwise terminated in full (the foregoing clauses (1) and (2), collectively, the “ Refinancing ”);
 c) in connection with the foregoing, the Borrower has requested senior secured credit facilities in an aggregate principal amount of $600,000,000 which will be comprised of (1) a senior secured first lien term loan facility in an aggregate principal amount of $500,000,000 and (2) a senior secured first lien revolving credit facility in an aggregate principal amount equal to $100,000,000; and
 d) the proceeds of the Term Loans made by the Term Lenders to the Borrower pursuant to Section 2.2(a) on the Closing Date, the Initial Revolving Borrowing Amount and cash on hand at the Buyer (as defined in the Acquisition Agreement) will be applied on the Closing Date to (i) to pay the purchase price pursuant to the terms of the Acquisition Agreement, (ⅱ) to finance the Refinancing and (ii) to pay fees, costs and expenses related to the Transactions.
 NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

 1
  

  

 Article I

DEFINITIONS; CONSTRUCTION
 Section 1.1 Definitions . In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):
 “ 2029 Convertible Notes ” shall mean those certain 2.875% Convertible Senior Notes due 2029 issued by Parent on July 8, 2024, in an original principal amount of $287,500,000 and shall include any modification, refinancing, refunding, renewal or extension thereof; provided , that, as of the Closing Date, the outstanding principal amount of the 2029 Convertible Notes is $287,500,000.
 “ Acquired Business ” shall have the meaning set forth in the recitals hereto.
 “ Acquisition ” shall mean (a) any Investment by the Borrower or any Restricted Subsidiary in any other Person, pursuant to which such Person shall become a Subsidiary of the Borrower or such Restricted Subsidiary or shall be merged with the Borrower or a Restricted Subsidiary or (b) any acquisition by the Borrower or any Restricted Subsidiary of the assets of any Person (other than a Subsidiary of the Borrower) that constitute all or substantially all of the assets of such Person or a division or business unit of such Person, whether through purchase, merger or other business combination or transaction.
 “ Acquisition Agreement ” shall have the meaning set forth in the recitals hereto.
 “ Acquisition Agreement Representations ” shall mean the representations and warranties made by or with respect to the Acquired Business in the Acquisition Agreement to the extent (x) a breach of such representation or warranty is materially adverse to the interests of the Lenders (in their capacities as such) and (y) a failure of such representation or warranty to be accurate results (or has resulted) in a failure of a condition precedent to Parent’s (or its Affiliates’) obligation to consummate the Closing Date Acquisition pursuant to the terms of the Acquisition Agreement or gives (or has given) Parent (or its Affiliates) the right (taking into account any notice and cure provisions) to terminate its (or their) obligation to consummate the Closing Date Acquisition pursuant to the terms of the Acquisition Agreement.
 “ Additional Lender ” shall have the meaning set forth in Section 2.23(c) .
 “ Additional Refinancing Lender ” means, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.27 ; provided that each Additional Refinancing Lender shall be subject to the approval of (i) the Borrower and (ii) the Administrative Agent, the Swingline Lender and each Issuing Bank, in the case of clause (ii), only to the extent that such consent would be required under Section 10.4(b)(iii) if the Loans or Commitments, as applicable, established by such Refinancing Amendment had been obtained by such Additional Refinancing Lender by way of assignment.
 “ Administrative Agent ” shall have the meaning set forth in the introductory paragraph hereof.
 “ Administrative Questionnaire ” shall mean, with respect to each Lender, an administrative questionnaire in the form provided by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.

 2
  

  

 “ Affected Financial Institution ” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ” shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For the purposes of this definition, “Control” shall mean the power, directly or indirectly, to direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlled by” and “under common Control with” have the meanings correlative thereto.
 “ Aggregate Revolving Commitment Amount ” shall mean the aggregate principal amount of the Aggregate Revolving Commitments from time to time. On the Closing Date, the Aggregate Revolving Commitment Amount is $100,000,000.
 “ Aggregate Revolving Commitments ” shall mean, collectively, all Revolving Commitments of all Revolving Lenders at any time outstanding.
 “ Agreed Currencies ” means Dollars and Canadian Dollars.
 “ Agreement ” shall have the meaning set forth in the introductory paragraph hereof.
 “ Anti-Corruption Laws ” shall mean all laws, rules, and regulations of any jurisdiction applicable to Parent and/or any of its Restricted Subsidiaries from time to time concerning or relating to bribery or corruption.
 “ Anti-Terrorism Order ” shall mean United States Executive Order 13224, signed by President George W. Bush on September 23, 2001.
 “ Applicable Lending Office ” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or such Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained.
 “ Applicable ECF Percentage ” shall mean, with respect to any Excess Cash Flow Period, (a) if the First Lien Net Leverage Ratio as of the end of such Excess Cash Flow Period is greater than or equal to 2.65:1.00, 50%, (b) if the First Lien Net Leverage Ratio as of the end of such Excess Cash Flow Period is less than 2.65:1.00 but greater than or equal to 2.15:1.00, 25% and (c) if the First Lien Net Leverage Ratio as of the end of such Excess Cash Flow Period is less than 2.15:1.00, 0%.
 “ Applicable Margin ” shall mean, as of any date, (a) with respect to any Initial Term Loan, 5.50% per annum in the case of any SOFR Loan and 4.50% per annum in the case of any Base Rate Loan and (b) with respect to any Revolving Loan, the percentage per annum determined by reference to the applicable First Lien Net Leverage Ratio in effect on such date as set forth in the Pricing Grid below (the “ Pricing Grid ”); provided that a change in the Applicable Margin resulting from a change in the First Lien Net Leverage Ratio shall be effective on the second Business Day after which the Borrower delivers each of the applicable financial statements required by Sections 5.1(a ) and 5.1(b) and the Compliance Certificate required by Section 5.1(c) ; provided , further , that if at any time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate when so required, the Applicable Margin during the period of such failure shall, if so directed in writing by the Required Revolving Lenders, be at Level I as set forth in the Pricing Grid until such time as such financial statements and Compliance Certificate are

 3
  

  

 delivered, at which time the Applicable Margin shall be determined as provided above. Notwithstanding the foregoing, the Applicable Margin with respect to any Revolving Loan shall be at Level Ⅰ as set forth in the Pricing Grid from the Closing Date through the date on which the financial statements required by Section 5.1(b) and the Compliance Certificate required by Section 5.1(c) for Fiscal Quarter ending September 30, 2026 are delivered. In the event that any financial statement or Compliance Certificate delivered hereunder is shown to be inaccurate prior to the termination of this Agreement, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin based upon the Pricing Grid (the “ Accurate Applicable Margin ”) for any period that such financial statement or Compliance Certificate covered, then (i) the Borrower shall promptly deliver to the Administrative Agent a corrected financial statement or Compliance Certificate, as the case may be, for such period, (ii) the Applicable Margin shall be adjusted such that after giving effect to the corrected financial statement or Compliance Certificate, as the case may be, the Applicable Margin shall be reset to the Accurate Applicable Margin based upon the Pricing Grid for such period and (iii) the Borrower shall promptly pay to the Administrative Agent, for the account of the Revolving Lenders, the accrued additional interest owing as a result of such Accurate Applicable Margin for such period. The provisions of this definition shall not limit the rights of the Administrative Agent and the Lenders with respect to Section 2.13(c) or Article VIII .
 Pricing Grid

 Level

 First Lien Net Leverage Ratio

 SOFR Loans and CORRA Loans

 Base Rate Loans and Canadian Prime Rate Loans

 Commitment Fee

 I

 > 1.90:1.00

 4.25%

 3.25%

 0.50%

 II

 > 1.40:1.00 but ≤ 1.90:1.00

 4.00%

 3.00%

 0.375%

 III

 ≤ 1.40:1.00

 3.75%

 2.75%

 0.250%

  
 “ Applicable Percentage ” shall mean, as of any date, with respect to the commitment fee as of such date, the percentage per annum determined by reference to the First Lien Net Leverage Ratio in effect on such date as set forth in the Pricing Grid; provided that a change in the Applicable Percentage resulting from a change in the First Lien Net Leverage Ratio shall be effective on the second Business Day after which the Borrower delivers each of the applicable financial statements required by Sections 5.1(a ) and 5.1(b) and the Compliance Certificate required by Section 5.1(c) ; provided , further , that if at any time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate when so required, the Applicable Percentage shall during the period of such failure, shall, if so directed in writing by the Required Revolving Lenders, be at Level I as set forth in the Pricing Grid until such time as such financial statements and Compliance Certificate are delivered, at which time the Applicable Percentage shall be determined as provided above. Notwithstanding the foregoing, the Applicable Percentage shall be at Level Ⅰ as set forth in the Pricing Grid from the Closing Date through the date on which the financial statements required by Section 5.1(b) and the Compliance Certificate required by Section 5.1(c) for Fiscal Quarter ending September 30, 2026 are delivered. In the event that any financial statement or Compliance Certificate delivered hereunder is shown to be inaccurate prior to the termination of this Agreement, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage based upon the Pricing Grid (the “ Accurate Applicable Percentage ”) for any period that such financial statement or Compliance Certificate covered, then (i) the Borrower shall promptly deliver to the Administrative Agent

 4
  

  

 a corrected financial statement or Compliance Certificate, as the case may be, for such period, (ii) the Applicable Percentage shall be adjusted such that after giving effect to the corrected financial statement or Compliance Certificate, as the case may be, the Applicable Percentage shall be reset to the Accurate Applicable Percentage based upon the Pricing Grid for such period and (iii) the Borrower shall promptly pay to the Administrative Agent, for the account of the Lenders, the accrued additional commitment fee owing as a result of such Accurate Applicable Percentage for such period. The provisions of this definition shall not limit the rights of the Administrative Agent and the Lenders with respect to Section 2.13(c) or Article VIII .
 “ Approved Fund ” shall mean 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 and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.
 “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.4(b) ) and accepted by the Administrative Agent, in the form of Exhibit A attached hereto or any other form approved by the Administrative Agent.
 “ Availability Period ” shall mean the period from the Closing Date to but excluding the Revolving Commitment Termination Date.
 “ Available Amount ” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:
 (a)	the greater of (x) $50,000,000 and (y) 25.0% of Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on a pro forma basis), plus
 (b)	50.0% of the cumulative amount of Consolidated Net Income (which may be negative for any period but not less than zero on a cumulative basis), taken as one accounting period, commencing on April 1, 2026 and ending on the last day of the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, plus
 (c)	the cumulative amount of cash and Permitted Investment proceeds from the sale or issuance of Qualified Capital Stock of Parent after the Closing Date and on or prior to the date of determination (including upon exercise of warrants or options) (other than Specified Equity Contributions), which proceeds have been contributed to the capital of the Borrower and not previously applied for any purpose other than use in the Available Amount, plus
 (d)	the cumulative amount of all Returns (to the extent not included in Consolidated Net Income) actually received in cash by Parent and its Restricted Subsidiaries after the Closing Date and on or prior to the date of such determination in respect of all Investments made utilizing the Available Amount pursuant to Section 7.4(i) (in each case, up to the amount of the original Investment), minus
 (e)	any amount of the Available Amount used to make Investments pursuant to Section 7.4(i) after the Closing Date, minus
 (f)	any amount of the Available Amount used to make Restricted Payments pursuant to Section 7.5(h) after the Closing Date, minus

 5
  

  

 (g)	any amount of the Available Amount used to prepay, redeem, repurchase or otherwise acquire for value, or make any principal, interest or other payments on, any Junior Financing pursuant to Section 7.12(b) after the Closing Date.
 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.16(e) .
 “ Bail-In Action ” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bank Product Obligations ” shall mean, collectively, all obligations and other liabilities of any Loan Party to any Bank Product Provider arising with respect to any Bank Products.
 “ Bank Product Provider ” shall mean any Person that, at the time it provides any Bank Product to any Loan Party (or, with respect to any such Bank Products in effect on the Closing Date, on the Closing Date), (i) is a Revolving Lender or an Affiliate of a Revolving Lender and (ii) except when the Bank Product Provider is Truist Bank or any of its Affiliates, has provided prior written notice to the Administrative Agent which has been acknowledged in writing by the Borrower of (x) the existence of such Bank Product, (y) the maximum dollar amount of obligations arising thereunder (the “ Bank Product Amount ”) and (z) the methodology to be used by such parties in determining the obligations under such Bank Product from time to time. In no event shall any Bank Product Provider acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to Bank Products except that each reference to the term “Lender” in Article IX and Section 10.3(b) shall be deemed to include such Bank Product Provider and in no event shall the approval of any such person in its capacity as Bank Product Provider be required in connection with the release or termination of any security interest or Lien of the Administrative Agent. The Bank Product Amount may be changed from time to time upon written notice to the Administrative Agent by the applicable Bank Product Provider which has been acknowledged by the Borrower. No Bank Product Amount may be established at any time that a Default or Event of Default exists except with the consent of the Administrative Agent (which shall not be unreasonably withheld, conditioned or delayed).
 “ Bank Products ” shall mean any of the following services provided to any Loan Party by any Bank Product Provider: (a) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services, investment accounts and securities

 6
  

  

 accounts, and (b) card services, including credit cards (including purchasing cards and commercial cards), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit card services.
 “ Bankruptcy Code ” shall mean Title 11 of the United States Code entitled “Bankruptcy”, including the Federal Rules of Bankruptcy Procedure and any applicable local bankruptcy rules.
 “ Base Rate ” shall mean, with respect to any Borrowings denominated in Dollars, the highest of (i) the Prime Rate, as in effect from time to time, (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%) per annum , (iii) Term SOFR for a one-month tenor in effect on such day plus 1.00% per annum, and (iv) one percent (1%) per annum . Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate, or Term SOFR will be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or Term SOFR, respectively.
 “ Base Rate Borrowing ” shall mean a Borrowing that bears interest at a rate based on the Base Rate.
 “ Base Rate Loan ” shall mean a Loan that bears interest at a rate based on the Base Rate.
 “ Base Rate Term SOFR Determination Day ” shall have the meaning set forth the definition of “Term SOFR”.
 “ Benchmark ” shall mean, initially, (i) with respect to Loans denominated in Dollars, Term SOFR and (ii) with respect to Loans denominated in Canadian Dollars, Term CORRA; provided that if a Benchmark Transition Event has occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.16(b) .
 “ Benchmark Replacement ” shall mean with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
 (a)	in the case of any Loan denominated in Dollars, Daily Simple SOFR, and, in the case of any Loan denominated in Canadian Dollars, Daily Simple CORRA; and
 (b)	the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (ii) the related Benchmark Replacement Adjustment.
 If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
 “ Benchmark Replacement Adjustment ” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value

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 or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States.
 “ Benchmark Replacement Date ” shall mean, with respect to any Benchmark, a date and time determined by the Administrative Agent, which date shall be no later than the earlier to occur of the following events with respect to such then-current Benchmark:
 (a)	in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
 (b)	in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
 For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Transition Event ” shall mean, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
 (a)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
 (b)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the CORRA Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor

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 administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
 (c)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
 For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Unavailability Period ” shall mean, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16 and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16 .
 “ 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.
 “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ Bona Fide Debt Fund ” means any bona fide debt fund or investment vehicle of any Person described in clause (b) of the definition of “Ineligible Institution” that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course of its business.
 “ Borrower ” shall have the meaning set forth in the introductory paragraph hereof.
 “ Borrowing ” shall mean a borrowing consisting of (i) Loans of the same currency, Class and Type, made, converted or continued on the same date and, in the case of SOFR Loans and CORRA Loans, as to which a single Interest Period is in effect, or (ii) a Swingline Loan.
 “ Business Day ” shall mean (i) any day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to close, (ii) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a SOFR Loan, a determination of Term SOFR or a notice with respect to any of the foregoing, any day that is also a U.S. Government Securities Business Day and (iii) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a CORRA Loan, a determination of Term CORRA or the Canadian Prime Rate or a notice with respect to any of the foregoing, any day that is also a day on which banks are open for business in Toronto, Canada.

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 “ Canadian Amalgamation ” means the actions taken on or within three (3) Business Days after the Closing Date (or such later date as the Administrative Agent agrees to in writing) for the amalgamation of King Canada with Kayak CA Acquisition, Inc., an Ontario corporation, where the amalgamated Person shall be an indirect, wholly-owned, Restricted Subsidiary of the Borrower, with the name “KUBRA Data Transfer Ltd.” and having its jurisdiction of organization in Ontario.
 “ Canadian Dollar(s) ” the sign “ C$ ” shall mean the lawful currency of Canada.
 “ Canadian Dollar Sublimit ” means an amount equal to the Dollar Equivalent of $40,000,000. The Canadian Dollar Sublimit is part of, and not in addition to, the Revolving Commitments.
 “ Canadian Prime Rate ” shall mean, on any day, the rate determined by the Administrative Agent to be the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion); provided , that in no event shall the Canadian Prime Rate be less than the greater of (a) Term CORRA for a one-month tenor in effect on such day plus 1.00% per annum, and (b) one percent (1%) per annum for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or Term CORRA shall be effective from and including the effective date of such change in the PRIMCAN Index or Term CORRA, respectively.
 “ Canadian Prime Rate Loan ” shall mean a Loan that bears interest at a rate based on the Canadian Prime Rate.
 “ Capital Expenditures ” shall mean, for Parent and its Restricted Subsidiaries on a consolidated basis, in respect of any period, the aggregate of all expenditures incurred during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the consolidated statement of cash flows.
 “ Capital Lease Obligations ” of any Person shall mean, subject to Section 1.3 , all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
 “ Capital Stock ” shall mean all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11‑1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act); provided , however , that Convertible Bond Indebtedness and Capped Call Transactions, Convertible Bond Hedge Transactions and Warrant Transactions entered into as a part of, or in connection with, an issuance of such Convertible Bond Indebtedness shall in no event be deemed Capital Stock hereunder.
 “ Capitalized Software Expenditures ” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by Parent and its Restricted Subsidiaries, on a consolidated basis, during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are permitted or are required to be reflected as capitalized costs on the consolidated balance sheet.

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 “ Capped Call Transactions ” means one or more call options referencing Parent’s Capital Stock purchased by Parent in connection with the issuance of Convertible Bond Indebtedness with a strike or exercise price (howsoever defined) initially equal to the conversion price (howsoever defined) of the related Convertible Bond Indebtedness (subject to rounding) and limiting the amount deliverable to Parent upon exercise thereof based on a cap or upper strike price (howsoever defined).
 “ Cash Collateralize ” shall mean, in respect of any obligations, to provide and pledge (as a first-priority perfected security interest) cash collateral for such obligations, in the Agreed Currency in which such obligations are denominated, with the Administrative Agent, for the benefit of the applicable Issuing Bank, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent (and “ Cash Collateralized ” and “ Cash Collateralization ” have the corresponding meanings).
 “ Change in Control ” shall mean the occurrence of one or more of the following events: (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) but excluding any employee benefit plan of such person or its Subsidiaries and any person or entity acting in its capacity as a trustee, agent or other fiduciary or administrator of any such plan, is or shall at any time become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 50% or more on a fully diluted basis of the voting interests (for the election of directors or other similar governing body) in Parent’s Capital Stock or (ii) Parent ceases to own and control, directly (and/or indirectly through Kubra Newco), beneficially and of record, 100% of the voting Capital Stock of the Borrower.
 “ Change in Law ” shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any change in the interpretation, implementation or application thereof, by any Governmental Authority after the date of this Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office) or any Issuing Bank (or, for purposes of Section 2.18(b ), by the Parent Company of such Lender or such Issuing Bank, if applicable) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that for purposes of this Agreement, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives 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.
 “ Class ” (a) when used in reference to any Loans or Borrowing, refers to whether such Loans, or each of the Loans comprising such Borrowing, are Initial Term Loans, Incremental Term Loans (of a Class), Refinancing Term Loans (of a Class), Extended Term Loans (of a Class), Revolving Loans, Extended Revolving Loans (of a Class), Refinancing Revolving Loans (of a Class), or Swingline Loans, (b) when used in reference to any Commitment, refers to a Commitment in respect of an applicable Class of Loans and Borrowings, and (c) when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment of such Class. Commitments or Loans that have different maturity dates, pricing (other than upfront fees and other similar fees) or other terms shall be designated separate Classes.
 “ Closing Date ” shall mean June 1, 2026.
 “ Closing Date Acquisition ” shall have the meaning set forth in the recitals hereto.
 “ Code ” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.

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 “ Collateral ” shall mean all tangible and intangible property, real and personal, of any Loan Party that is or is purported to be subject to a Lien in favor of the Administrative Agent to secure the whole or any part of the Obligations or any Guarantee thereof, and shall exclude all Excluded Property.
 “ Collateral Documents ” shall mean, collectively, the Guaranty and Security Agreement, any Copyright Security Agreements, any Patent Security Agreements, any Trademark Security Agreements, and any other instruments and agreements now or hereafter securing or perfecting the Liens securing the whole or any part of the Obligations or any Guarantee thereof, all UCC financing statements, fixture filings and stock powers.
 “ Commitment ” shall mean a Term Loan Commitment, Revolving Commitment or a Swingline Commitment or any combination thereof (as the context shall permit or require), and shall include, where appropriate, any commitment provided pursuant to Section 2.23 , 2.27 or 2.28 .
 “ Commitment Letter ” shall mean that certain commitment letter, dated as of March 30, 2026, by and among Parent, the Borrower, Truist Bank and Truist Securities, Inc.
 “ Commodity Exchange Act ” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute thereto.
 “ Compliance Certificate ” shall mean a certificate from an executive officer or a financial officer of Parent in the form of, and containing the certifications set forth in, the certificate attached hereto as Exhibit G .
 “ Conforming Changes ” shall mean, with respect to either the use or administration of Term SOFR or Term CORRA or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.19 and other technical, administrative or operational matters) that the Administrative Agent (or, for purposes of clause (b) of the definition of “Benchmark Replacement”, the Administrative Agent with the consent of the Borrower) decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent (or, for purposes of clause (b) of the definition of “Benchmark Replacement”, the Administrative Agent with the consent of the Borrower) decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
 “ Consolidated EBITDA ” shall mean, for Parent and its Restricted Subsidiaries for any period, an amount equal to the sum of:
 (i) Consolidated Net Income for such period, plus
 (ii) to the extent deducted in determining Consolidated Net Income for such period (if applicable), and without duplication,

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 (A) Consolidated Interest Expense,
 (B) provision for taxes based on income or profits or capital as determined on a consolidated basis in accordance with GAAP, including, without limitation, federal, state, local, foreign, franchise, excise, value added, and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations and any tax distributions related to the foregoing or otherwise permitted under the Loan Documents, and
 (C) depreciation and amortization (including amortization of deferred financing fees) determined on a consolidated basis in accordance with GAAP, plus
 (iii) except with respect to clauses (F), (G), (J) and, if applicable, (N) of this clause (iii), to the extent deducted in determining Consolidated Net Income for such period (if applicable), and without duplication,
 (A) extraordinary, unusual or non-recurring expenses, losses, charges or write-downs,
 (B) non-cash charges, expenses or losses, including, without limitation, any non-cash compensation, non-cash translation (gain) loss and non-cash expense relating to the vesting of warrants,
 (C) restructuring costs, integration costs, business optimization expenses or costs, business line consolidation, non-recurring retention, recruiting, relocation and signing bonuses and expenses, stock option and other equity-based compensation expenses, severance costs and transaction fees and expenses from the Transactions,
 (D) accruals, losses, charges, write-downs, up-front fees, transaction costs, commissions, expenses, premiums or charges related to (x) any Restricted Payment, permitted investment, acquisition, disposition, recapitalization or issuance, incurrence, redemption, exchange or repayment of Indebtedness permitted by the Loan Documents (including refinancings thereof), (y) any amendment, waiver, consent or modification to any documentation governing the terms of any transaction described in the immediately preceding subclause (x), or (z) any amendment, waiver, consent or modification to any Loan Document or any other document governing any Indebtedness, in each case under subclauses (x), (y) and (z), whether or not such transaction or amendment, waiver, consent or modification is successful, in each case, including fees, costs and expenses of the Administrative Agent and Lenders that are paid or reimbursed and up-front or financing fees, fees, costs, expenses (including fees, costs and expenses of any counsel, consultants or other advisors), transaction costs, commissions, expenses, premiums or charges, including, without limitation, those related to or in connection with the Transactions and any non-recurring merger or business acquisition transaction costs incurred during such period (in each case whether or not successful),
 (E) any non-cash increase in expenses (1) resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) or other inventory adjustments or (2) due to purchase or recapitalization accounting,
 (F) “run rate” cost savings, operating savings, operating expense reductions and cost synergies (including, without limitation, savings related to favorable network pricing) reasonably anticipated by the Borrower in good faith to be realizable within twenty-four (24) months (calculated on a pro forma basis as though such savings, reductions and synergies have been realized on the first day of such period, net of the aggregate amount of actual savings, reductions and synergy benefits realized) so long as such savings, reductions and synergies are reasonably identifiable, factually supported and set forth in reasonable detail in the applicable Compliance Certificate for such period; provided that, with respect to this clause (F), to the extent that such savings, reductions or synergies are no longer reasonably anticipated by the Borrower

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 to be realized within twenty-four (24) months, such savings, reductions and synergies shall not be included in the definition of “Consolidated EBITDA” for any period thereafter,
 (G) expenses or losses relating to business interruption or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days), charges, losses, lost profit expenses (including litigation expenses, fees and charges) or write-offs to the extent indemnified or incurred by a third party,
 (H) non-cash minority interest expense,
 (I) letter of credit fees,
 (J) solely for purposes of determining compliance with the Financial Covenant in respect of any Fiscal Quarter in which the cure right under Section 6.2 is utilized (but, for avoidance of doubt, not for any other determination of the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or any other financial ratio hereunder), the amount of proceeds from any Specified Equity Contribution in respect of such Fiscal Quarter,
 (K) fees, costs and expenses of the board of directors or managers or any similar governing body of the Borrower or any parent entity thereof, not to exceed $900,000 in any consecutive four Fiscal Quarter period,
 (L) one-time, non-recurring costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and one-time, non-recurring costs relating to compliance with the provisions of the Securities Act of 1933 and the Exchange Act or any other comparable body of laws, rules or regulations, as companies with listed equity, in each case, in connection with the initial listing of such person’s equity securities on a securities exchange,
 (M) with respect to any Person, assets, division or business unit acquired in connection with a Permitted Acquisition, any other adjustments and addbacks reflected in any quality of earnings report from a “Big Four” accounting firm (or other accounting firm reasonably acceptable to the Administrative Agent) delivered to the Administrative Agent in connection with such Permitted Acquisition, and
 (N) addbacks reflected in Parent’s Management Case Model, provided to the Administrative Agent on March 30, 2026, minus
 (iv) the sum of income and gain items corresponding to those referred to in clauses (iii)(A), (iii)(B) and (iii)(E) above;
 provided that, notwithstanding the foregoing, (I) the aggregate amount added back to Consolidated Net Income (excluding non-cash amounts) to the extent supported with reasonable documentation made pursuant to clauses (iii)(C) and (iii)(F) above in any period shall not in any event exceed 35.0% of Consolidated EBITDA after giving effect to such addbacks and all other addbacks contemplated by this definition and (II) no cap or limitation shall apply with respect to non-cash amounts added back to Consolidated Net Income to the extent supported with reasonable documentation.
 “ Consolidated Interest Expense ” shall mean, for Parent and its Restricted Subsidiaries for any period, determined on a consolidated basis in accordance with GAAP, the sum of (i) total interest expense

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 in respect of Consolidated Total Debt (net of total interest income), including the interest component of any payments in respect of Capital Lease Obligations, capitalized or expensed during such period (whether or not actually paid during such period) plus (ii) the net amount payable (or minus the net amount receivable) with respect to interest rate Hedging Transactions during such period (whether or not actually paid or received during such period) but excluding, for the avoidance of doubt, (a) any non-cash interest expense, including capitalized interest, whether paid or accrued, (b) the amortization of original issue discount resulting from the issuance of indebtedness at less than par, (c) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses, (d) any expenses resulting from discounting of indebtedness in connection with the application of recapitalization accounting or purchase accounting, (e) penalties or interest related to taxes and any other amounts of non-cash interest resulting from the effects of acquisition method accounting or pushdown accounting, (f) the accretion or accrual of, or accrued interest on, discounted liabilities (other than Indebtedness) during such period, (g) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (h) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (i) any payments with respect to make whole premiums or other breakage costs of any Indebtedness, (j) all non-recurring interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, all as calculated on a consolidated basis in accordance with GAAP and (k) expensing of bridge, arrangement, structuring, commitment or other financing fees.
 “ Consolidated Net Income ” shall mean, for Parent and its Restricted Subsidiaries for any period, the net income (or loss) of Parent and its Restricted Subsidiaries for such period determined on a consolidated basis (after deduction for minority interests) in accordance with GAAP; provided that there shall be excluded from Consolidated Net Income (without duplication and to the extent otherwise included therein) (i) any gains or losses attributable to write-ups or write-downs of assets or the sale of assets (other than the sale of inventory in the ordinary course of business), (ii) any equity interest of Parent or any Restricted Subsidiary in the unremitted earnings of any Person that is not a Restricted Subsidiary, (iii) any income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Parent or any Restricted Subsidiary or the date that such Person’s assets are acquired by Parent or such Restricted Subsidiary, (iv) the effects of purchase and recapitalization accounting adjustments and (v) any income (or loss) attributable to the early extinguishment or cancellation of Indebtedness.
 “ Consolidated Total Debt ” shall mean, as of any date of determination, without duplication, all Indebtedness of Parent and its Restricted Subsidiaries of the type described in clauses (i), (ii), (iii) (only with respect to past due amounts of earn-outs and other past due contingent acquisition consideration), (v) and, only with respect to amounts drawn and unreimbursed thereunder, (vi) of the definition of Indebtedness and all Guarantees by Parent and its Restricted Subsidiaries of the foregoing types of Indebtedness, in each case, measured on a consolidated basis as of such date.
 “ Contractual Obligation ” of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking (other than a Loan Document) under which such Person is obligated or by which it or any of the property in which it has an interest is bound.
 “ 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. “Controlling” and “Controlled” have meanings correlative thereto.
 “ Convertible Bond Hedge Transactions ” means one or more call options referencing Parent’s Capital Stock purchased by Parent in connection with the issuance of Convertible Bond Indebtedness with

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 a strike or exercise price (howsoever defined) initially equal to the conversion or exchange price (howsoever defined) of the related Convertible Bond Indebtedness (subject to rounding).
 “ Convertible Bond Indebtedness ” means unsecured Indebtedness of Parent having a feature which entitles the holder thereof to convert all or a portion of such Indebtedness into Capital Stock of Parent (and cash in lieu of fractional Capital Stock) and/or cash (in an amount determined by reference to the price of Capital Stock of Parent), and shall include the 2029 Convertible Notes, and any supplements, modification, refinancing, refunding, renewal or extension thereof.
 “ Copyright ” shall have the meaning assigned to such term in the Guaranty and Security Agreement.
 “ Copyright Security Agreement ” shall mean any Copyright Security Agreement executed by a Loan Party owning registered Copyrights or applications for Copyrights in favor of the Administrative Agent for the benefit of the Secured Parties, both on the Closing Date and thereafter.
 “ CORRA ” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).
 “ CORRA Administrator ” means the Bank of Canada (or any successor administrator).
 “ CORRA Borrowing ” shall mean a Borrowing that bears interest at a rate based on Term CORRA.
 “ CORRA Loan ” shall mean a Loan that bears interest at a rate based on Term CORRA.
 “ Corresponding Tenor ” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.
 “ Credit Agreement Refinancing Indebtedness ” means secured or unsecured Indebtedness of any Loan Party in the form of (a) Refinancing Revolving Commitments, (b) Refinancing Term Loans or (c) other term loans or notes or revolving commitments governed by definitive documentation other than this Agreement (such other term loans, notes and revolving commitments, “ Refinancing Facilities ”); provided that:
 (a)	such Indebtedness is incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, or refinance, in whole or part, any Class of Revolving Loans, Revolving Commitments, Term Loans or Term Loan Commitments (“ Refinanced Debt ”);
 (b)	such Indebtedness (including commitments therefor) is in an aggregate amount not greater than the aggregate principal amount (including interest paid in kind or otherwise capitalized to principal) plus undrawn commitments in respect of such Refinanced Debt plus the sum of (i) the amount of all accrued and unpaid interest on such Refinanced Debt, (ii) the amount of any premiums (including tender premiums), make-whole amounts or penalties on such Refinanced Debt, (iii) the amount of all fees (including any exit consent fees) on such Refinanced Debt, (iv) the amount of all fees (including arrangement, commitment, structuring, underwriting, ticking, amendment, closing and other similar fees), commissions, costs, expenses and other amounts associated with such Credit Agreement Refinancing Indebtedness and (v) the amount of all original issue discount and upfront fees associated with such Credit Agreement Refinancing Indebtedness, and the proceeds of such Indebtedness are applied, substantially concurrently with the incurrence

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 thereof, to the pro rata prepayment of such Refinanced Debt (and, in the case of Revolving Commitments, pro rata commitment reductions);
 (c)	(i) any such Indebtedness will not have a scheduled final maturity date prior to the Latest Maturity Date of the Refinanced Debt, or have any mandatory prepayment or redemption features (other than customary asset sale, insurance and condemnation proceeds events, change of control offers, events of default or, if applicable, “AHYDO catch-up payments”) that could result in prepayments or redemptions of such Indebtedness prior to the Latest Maturity Date of the Refinanced Debt; provided that this clause (c)(i) shall not apply to the incurrence of any such Indebtedness constituting Permitted Short Term Debt or incurred pursuant to the Inside Maturity Exception; (ⅱ) the Weighted Average Life to Maturity of any such term Indebtedness will be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt; provided that this clause (c)(ⅱ) shall not apply to the incurrence of any such Indebtedness constituting Permitted Short Term Debt or incurred pursuant to the Inside Maturity Exception; and (ⅲ) no such revolving Indebtedness shall be subject to any amortization;
 (d)	any mandatory prepayment of such Indebtedness may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in mandatory repayments required to be made on the Refinanced Debt pursuant to its terms; provided that (A) any repayment of such Indebtedness at maturity shall be permitted and (B) any greater than pro rata repayment of such Indebtedness shall be permitted with the proceeds of a refinancing thereof that is permitted by this Agreement;
 (e)	such Indebtedness is not incurred or guaranteed by any Persons other than Loan Parties;
 (f)	such Indebtedness will rank pari passu (or, in the case of Refinancing Facilities, pari passu or junior) in right of payment with the First Lien Facilities hereunder;
 (g)	if such Indebtedness is secured (it being understood that any Refinancing Revolving Commitments and Refinancing Term Loans will be secured):
 (i)	such Indebtedness is not secured by any asset or property that does not constitute Collateral (subject to customary exceptions for cash collateral in favor of an agent, letter of credit issuer or similar “fronting” lender); and
 (ii)	such Indebtedness will rank pari passu (or, in the case of Refinancing Facilities, pari passu or junior) in right of security with the First Lien Facilities hereunder and, in the case of Refinancing Facilities, shall be subject to an intercreditor agreement on then prevailing market terms and reasonably acceptable to the Borrower and the Administrative Agent; and
 (h)	if such Indebtedness constitutes Refinancing Revolving Commitments, such Indebtedness shall be subject to customary provisions governing the pro rata payment, repayment, borrowing, Letter of Credit and Swingline Loan participations, and commitment reductions of the Class of Refinanced Debt and such Refinancing Revolving Commitments;
 (i)	the covenants and other terms applicable to such Indebtedness shall be substantially identical to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness than, those applicable to the Refinanced Debt, as reasonably determined in good faith by a Responsible Officer of the Borrower (except (ⅰ) for covenants and other terms

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 applicable only to periods after the Latest Maturity Date of the Refinanced Debt at the time of incurrence and (ⅱ) any term or condition to the extent such term or condition is also added for the benefit of the Lenders under the Initial Term Loans and the Revolving Facility (it being understood and agreed that such more favorable terms or conditions may be added to the Loan Documents at the direction of the Borrower, notwithstanding any restriction in Section 10.2 to the contrary, and the Lenders hereby authorize the Administrative Agent to enter into, together with Parent and the Borrower, any amendment to this Agreement reasonably satisfactory in form to the Administrative Agent in order to effect such addition)); provided that this clause (i) will not apply to (1) terms addressed in the preceding clauses (a) through (h), (2) interest rate, rate floors, fees, funding discounts and other pricing or economic terms, (3) redemption, prepayment or other premiums, and (4) optional prepayment or redemption terms;
 (j)	Refinancing Facilities shall be documented outside of this Agreement and the Loan Documents; and
 (k)	the Borrower may exchange existing Loans under the Loan Documents with Refinancing Revolving Loans, Refinancing Term Loans or loans under a Refinancing Facility, in each case, on a cashless basis.
 “ Cure Period ” shall have the meaning set forth in Section 6.2 .
 “ Current Assets ” shall mean, with respect to Parent and its Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of Parent and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments.
 “ Current Liabilities ” shall mean, with respect to Parent and its Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of Parent and its Restricted Subsidiaries as current liabilities at such date of determination (including deferred revenue (other than deferred revenue arising from cash receipts earmarked for specific projects)), other than, without duplication, (a) the current portion of any Indebtedness and derivative financial instruments, (b) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the Transactions, (e) accruals of any costs or expenses related to bonuses, pension and other post-retirement benefit obligations, (f) any other liabilities that are not Indebtedness and will not be settled in cash or cash equivalents during the next succeeding twelve (12) month period after such date, (g) liabilities in respect of unpaid acquisition, disposition or refinancing related expenses, deferred purchase price holdbacks and earn-out obligations, (h) accrued settlement costs, (i) outstanding revolving loans and letter of credit exposure, (j) the current portion of any other long-term liabilities and (k) accruals for add-backs to Consolidated EBITDA included in clauses (ⅲ)(B), (C) and (D) of the definition of such term.
 “ Daily Simple CORRA ” shall mean, for any day, CORRA, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple CORRA” for syndicated business loans in the United States; provided , that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

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 “ Daily Simple SOFR ” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided , that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
 “ Declined Amounts ” shall have the meaning assigned to such term in Section 2.12(c) .
 “ Default ” shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.
 “ Default Interest ” shall have the meaning set forth in Section 2.13(c ).
 “ Defaulting Lender ” shall mean, at any time, subject to Section 2.26(b) , (i) any Lender that has failed for two (2) or more Business Days to comply with its obligations under this Agreement to make a Loan, to make a payment to the applicable Issuing Bank in respect of a Letter of Credit or to the Swingline Lender in respect of a Swingline Loan or to make any other payment due hereunder (each a “ funding obligation ”), unless such Lender has notified the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with any applicable Default, will be specifically identified in such writing), (ii) any Lender that has notified the Administrative Agent or the Borrower in writing, or has stated publicly, that it does not intend to comply with any such funding obligation hereunder, unless such writing or public statement states that such position is based on such Lender’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with any applicable Default, will be specifically identified in such writing or public statement), (iii) any Lender that has, for three (3) or more Business Days after written request of the Administrative Agent or the Borrower, failed to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iii) upon the Administrative Agent’s and the Borrower’s receipt of such written confirmation), or (iv) any Term Lender with a Term Loan Commitment or any Revolving Lender, in each case, with respect to which a Lender Insolvency Event has occurred and is continuing. Any determination by the Administrative Agent that a Lender is a Defaulting Lender will be conclusive and binding, absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.26(b) ) upon notification of such determination by the Administrative Agent to the Borrower, the Issuing Banks, the Swingline Lender and the Lenders.
 “ Disposition ” shall have the meaning set forth in Section 7.6 .
 “ Disqualified Capital Stock ” shall mean any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock and cash in lieu of fractional shares), pursuant to a sinking fund obligation or otherwise, or is redeemable (other than solely for Qualified Capital Stock and cash in lieu of fractional shares) at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days following the Latest Maturity Date (excluding any provisions requiring redemption upon a “change of control” or similar event; provided that such “change of control” or similar event results in the concurrent payment in full of the Obligations), (b) is convertible into or exchangeable for (i) debt securities or (ii) any Capital Stock referred to in (a) above, in each case, at any time on or prior to the date that is ninety-one (91) days following Latest Maturity Date, or (c) is entitled to receive scheduled dividends or distributions in cash prior to the time that the Obligations are paid in full in cash; provided that if such Capital Stock is

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 issued pursuant to a plan for the benefit of employees of Parent, the Borrower or any Restricted Subsidiary or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because they may be required to be repurchased by Parent, the Borrower or any Restricted Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.
 “ Dollar(s) ” and the sign “ $ ” shall mean lawful money of the United States.
 “ Dollar Equivalent ” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in Canadian Dollars, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with Canadian Dollars last provided (either by publication or otherwise provided to the Administrative Agent) by Reuters on the date that is two (2) Business Days immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with Canadian Dollars, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.
 “ Domestic Foreign Holdco ” shall mean any direct or indirect Domestic Subsidiary substantially all the assets of which consist of the Capital Stock and, if applicable, Indebtedness of one or more Foreign Subsidiaries.
 “ Domestic Subsidiary ” shall mean each Subsidiary of Parent that is organized under the laws of the United States or any state or district thereof or the District of Columbia.
 “ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
 “ EEA Member Country ” shall mean any of the member states of the European Union, Iceland, Liechtenstein and Norway.
 “ EEA Resolution Authority ” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 “ Environmental Laws ” shall mean all applicable laws, rules, regulations, codes, ordinances, consent orders or decrees, judgments, injunctions, or legally binding agreements issued, promulgated or entered into by or with any Governmental Authority relating to the protection of the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to public or occupational health and safety matters (with respect to exposure to Hazardous Materials).

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 “ Environmental Liability ” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of Parent or any of its Restricted Subsidiaries to the extent resulting from or based upon (i) any actual or alleged violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (iii) any actual or alleged exposure to any Hazardous Materials, or (iv) the Release or threatened Release of any Hazardous Materials.
 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time, and any successor statute thereto and the regulations promulgated and rulings issued thereunder.
 “ ERISA Affiliate ” shall mean any person that for purposes of Title I or Title IV of ERISA or Section 412 of the Code would be deemed at any relevant time to be a “single employer” or otherwise aggregated with Parent or any of its Restricted Subsidiaries under Section 414(b) or (c) of the Code or Section 4001 of ERISA or, for purposes of Section 412 of the Code and Section 302 of ERISA, Section 414(b), (c), (m) or (o) of the Code. Notwithstanding the foregoing, for purposes of this Agreement, “ERISA Affiliate” does not include any person that would be deemed an “ERISA Affiliate” of King US, King Canada, or any of their respective subsidiaries prior to the Closing Date Acquisition to the extent such person would not otherwise constitute an “ERISA Affiliate” immediately after giving effect to the Closing Date Acquisition.
 “ ERISA Event ” shall mean (i) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event as to which the PBGC has waived under Regulation Section 4043 the requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) any failure to make a required contribution to any Plan or Non-U.S. Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA or non-U.S. law, or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution” (as defined in Section 430 of the Code or Section 303 of ERISA), whether or not waived, or any filing of any request for or receipt of a minimum funding waiver under Section 412 of the Code or Section 302 of ERISA with respect to any Plan or Multiemployer Plan, or that such filing may be made, or any determination that any Plan is, or is expected to be, in at-risk status under Title IV of ERISA; (iii) any incurrence by Parent, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any liability under Title IV of ERISA with respect to any Plan or Multiemployer Plan (other than for premiums due and not delinquent under Section 4007 of ERISA); (iv) any institution of proceedings, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of proceedings, by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (v) any incurrence by Parent, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or the receipt by Parent, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (vi) any receipt by Parent, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any notice, or any receipt by any Multiemployer Plan from Parent, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (vii) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA; or (viii) any filing of a notice of intent to terminate any Plan if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, any filing under Section 4041(c) of ERISA of a notice of intent to terminate any Plan, or the termination of any Plan under Section 4041(c) of ERISA.

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 “ Erroneous Payment ” shall have the meaning set forth in Section 9.12(a) .
 “ Erroneous Payment Deficiency Assignment ” shall have the meaning set forth in Section 9.12(d) .
 “ Erroneous Payment Impacted Class ” shall have the meaning set forth in Section 9.12(d) .
 “ Erroneous Payment Return Deficiency ” shall have the meaning set forth in Section 9.12(d) .
 “ Erroneous Payment Subrogation Rights ” shall have the meaning set forth in Section 9.12(d) .
 “ EU Bail-In Legislation Schedule ” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
 “ Event of Default ” shall have the meaning set forth in Section 8.1 .
 “ Excess Cash Flow ” shall mean, with respect to Parent and its Restricted Subsidiaries on a consolidated basis for any Excess Cash Flow Period, Consolidated EBITDA for such Excess Cash Flow Period, minus , without duplication,
 (a)	Consolidated Interest Expense for such Excess Cash Flow Period,
 (b)	permanent repayments or prepayments of any Indebtedness (other than repayments of Revolving Loans and other than repayments of other revolving loans unless, in the case of such other revolving loans, accompanied by a corresponding permanent reduction in revolving commitments) made in cash by Parent or any Restricted Subsidiary during such Excess Cash Flow Period (other than any mandatory or voluntary prepayment or purchase of Term Loans), but only to the extent that the Indebtedness so prepaid cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness,
 (c)	[reserved],
 (d)	Taxes paid in cash by Parent and its Restricted Subsidiaries on a consolidated basis during such Excess Cash Flow Period or that will be paid within six months after the close of such Excess Cash Flow Period; provided , that with respect to any such amounts to be paid after the close of such Excess Cash Flow Period, (i) any amount so deducted shall not be deducted again in a subsequent Excess Cash Flow Period, and (ii) appropriate reserves shall have been established in accordance with GAAP,
 (e)	an amount equal to any increase in Working Capital of Parent and its Restricted Subsidiaries for such Excess Cash Flow Period,
 (f)	amounts paid in cash during such Excess Cash Flow Period on account of (A) items that were accounted for as non-cash reductions of net income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining Consolidated EBITDA in a prior Excess Cash Flow Period and (B) reserves or accruals established in purchase accounting,
 (g)	to the extent not deducted in the computation of Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds in respect of any Disposition or casualty or condemnation giving rise thereto, as applicable, the amount of any mandatory prepayment

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 of Indebtedness (other than Indebtedness under the Loan Documents), together with any interest, premium or penalties required to be paid (and actually paid) in connection therewith,
 (h)	[reserved], and
 (i)	the amount related to items that were added to or not deducted from net income in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net Income in calculating Consolidated EBITDA to the extent such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period), or an accrual for a cash payment, by Parent and its Restricted Subsidiaries or did not represent cash received by Parent and its Restricted Subsidiaries, in each case on a consolidated basis during such Excess Cash Flow Period,
 plus , without duplication,
 (j)	an amount equal to any decrease in Working Capital for such Excess Cash Flow Period,
 (k)	all amounts referred to in clause (b) above to the extent funded with the proceeds of the sale or issuance of any Capital Stock (including any capital contributions) and any loss, damage, destruction, casualty or condemnation of, or any sale, transfer or other Disposition (including any sale and leaseback of assets and any mortgage or lease of Real Estate) to any person of any asset or assets, in each case to the extent there is a corresponding deduction from Excess Cash Flow above,
 (l)	any extraordinary or nonrecurring gain realized in cash during such Excess Cash Flow Period (except to the extent such gain consists of Net Proceeds subject to Section 2.12(a) ),
 (m)	to the extent deducted in the computation of Consolidated EBITDA, cash interest income,
 (n)	the amount related to items that were deducted from or not added to net income in connection with calculating Consolidated Net Income or were deducted from or not added to Consolidated Net Income in calculating Consolidated EBITDA to the extent either (i) such items represented cash received by Parent or any Restricted Subsidiary or (ii) such items do not represent cash paid by Parent or any Restricted Subsidiary, in each case on a consolidated basis during such Excess Cash Flow Period, and
 (o)	any amounts not actually paid in a subsequent Excess Cash Flow Period within six (6) months after the close of such Excess Cash Flow Period in which such expenditures were deducted from Excess Cash Flow pursuant to clause (d) above.
 For the avoidance of doubt, Excess Cash Flow shall not be calculated on a pro forma basis.
 “ Excess Cash Flow Period ” shall mean each Fiscal Year, commencing with the Fiscal Year ending December 31, 2027.
 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time.
 “ Excluded Affiliates ” shall mean any Affiliate of a Person, which Affiliate is engaged as a principal primarily in private equity, mezzanine financing or venture capital or any of such Affiliate’s officers,

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 directors, employees, legal counsel, independent auditors, professionals and other experts, agents or representatives, in each case, other than a limited number of senior employees who are required, in accordance with industry regulations or such Person’s or Affiliate’s internal policies and procedures to act in a supervisory capacity and internal legal, compliance, risk management, credit or investment committee members.
 “ Excluded Indebtedness ” shall mean all Indebtedness the incurrence of which is permitted by Section 7.1 and, if such Indebtedness is secured by Liens, by Section 7.2 (other than Refinancing Facilities (to the extent incurred in respect of Initial Term Loans) and Refinancing Term Loans in respect of Initial Term Loans).
 “ Excluded Property ” shall mean, collectively, (a) motor vehicles and other assets subject to certificates of title; (b) pledges and security interests in non-wholly owned partnerships, joint ventures and other non-wholly owned entities to the extent prohibited by law or prohibited by agreements (not entered into in contemplation of this exclusion) containing anti assignment clauses not overridden by the UCC or other applicable law; (c) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest therein is prohibited or restricted thereby or by applicable law, in each case, not overridden by the UCC or other applicable law; (d) any Capital Stock in or assets of any Foreign Subsidiary or Domestic Foreign Holdco (other than 100% of the issued and outstanding non-voting Capital Stock and 65% of the issued and outstanding voting Capital Stock of any direct first-tier Foreign Subsidiary or Domestic Foreign Holdco), in each case, that has not guaranteed or pledged any of its assets or suffered a pledge of more than 65% of its voting Capital Stock to secure, directly or indirectly, any Indebtedness of the Borrower or any Guarantor or any of their respective Subsidiaries that is a U.S. Person; (e) any fee or leasehold interest in Real Estate (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters), (f) intent to use Trademark applications prior to the filing with, and the acceptance by, the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto; (g) any lease, license or other agreement (in each case, not entered into in contemplation of this exclusion) or any property subject to a purchase money security interest, capital lease obligation or similar arrangement, in each case, to the extent permitted under the Loan Documents, to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a right of termination in favor of any other party thereto (other than the Borrower, a Guarantor or any of their Affiliates) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition; (h) property the pledge of which, or the grant of a security interest therein, is prohibited by any Requirement of Law, but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law; (i) any Capital Stock in any Unrestricted Subsidiary or Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor); and (j) those assets as to which the Administrative Agent and the Borrower agree in writing that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby; provided , however , that Excluded Property shall not include, any proceeds (as defined in the UCC) of any of the foregoing (unless such proceeds of Excluded Property would otherwise constitute Excluded Property).
 “ Excluded Subsidiary ” shall mean (a) any Subsidiary that is not wholly owned (other than directors’ qualifying shares and nominal shares issued to the extent required by applicable Requirements of Law) by Parent and/or one or more of its wholly owned Subsidiaries, (b) any Unrestricted Subsidiary, (c) any Subsidiary that is (i) a Foreign Subsidiary, (ii) a Domestic Foreign Holdco or (iii) a direct or indirect Subsidiary of a Foreign Subsidiary, (d) any Immaterial Subsidiary and (e) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom;

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 provided that, for the avoidance of doubt, in no circumstances shall Kubra Newco constitute an Excluded Subsidiary so long as Kubra Newco owns any Capital Stock of the Borrower; provided , further , that no Subsidiary shall become an Excluded Subsidiary pursuant to clause (a) above unless (i) such Subsidiary became non-wholly owned by Parent and/or one or more of its wholly owned Subsidiaries as the result of a sale, disposition, or other transfer of the Capital Stock of such Subsidiary to a third party that is not an Affiliate of Parent for a bona fide business purpose and not effected in contemplation of adversely affecting the Secured Parties’ interests in the Guarantees of the Obligations or in the Collateral and (ii) Parent or its applicable Restricted Subsidiary that is the holder of the Capital Stock of such Subsidiary shall be deemed to have made an Investment at such time in a Subsidiary that is not a Guarantor in the amount of its remaining outstanding Investment in such Subsidiary at such time and such Investment is permitted hereunder at such time.
 “ Excluded Swap Obligation ” shall mean, 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.
 “ Excluded Taxes ” shall mean, with respect to any Recipient of any payment to be made by or on account of any obligation of the Loan Parties, (a) Taxes imposed on or measured by net income (however denominated) and franchise Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any branch profits Tax imposed by the U.S. or any similar Tax imposed by any other jurisdiction described in clause (a)(i),(c) in the case of a Lender, any U.S. federal withholding Taxes that are imposed on amounts payable to such Recipient with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which such Recipient acquires the applicable interest in the applicable Commitment or, if such Lender acquires an applicable interest in a Loan other than by funding such Loan pursuant to a prior Commitment, on the date such Lender acquires the applicable interest in such Loan (other than pursuant to an assignment request by the Borrower under Section 2.25 ) or designates a new lending office, except in each case to the extent that amounts with respect to such Taxes were payable either (i) to such Lender’s assignor immediately before such Lender became a Lender under this Agreement, or (ii) to such Lender immediately before it designated a new lending office, (d) Taxes attributable to such Recipient’s failure to comply with Section 2.20(f) , and (e) Taxes imposed under FATCA.
 “ Existing Credit Agreement ” shall have the meaning set forth in the recitals hereto.
 “ Extended Revolving Commitments ” shall have the meaning set forth in Section 2.28 .
 “ Extended Revolving Loans ” shall have the meaning set forth in Section 2.28 .
 “ Extended Term Loans ” shall have the meaning set forth in Section 2.28 .
 “ Extending Lenders ” shall have the meaning set forth in Section 2.28 .

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 “ Extension Agreement ” shall have the meaning set forth in Section 2.28 .
 “ Extension Amendment ” shall have the meaning set forth in Section 2.28 .
 “ Extension Offer ” shall have the meaning set forth in Section 2.28 .
 “ FATCA ” shall mean 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 and any agreements entered into pursuant to current Section 1471(b) of the Code (or any amended or successor version described above) and any applicable intergovernmental agreement (and related official administrative guidance) implementing the foregoing.
 “ Federal Funds Rate ” shall mean, for any day, the rate per annum (rounded, if necessary, to the next 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or, if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average (rounded, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.
 “ Fee Letter ” shall mean that certain fee letter, dated as of March 30, 2026, by and among Parent, the Borrower, Truist Bank and Truist Securities, Inc., as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
 “ Financial Covenant ” shall mean the financial covenant set forth in Section 6.1 .
 “ First Lien Facilities ” shall mean the Term Facilities and Revolving Facility.
 “ First Lien Net Leverage Ratio ” means, as of any date, the ratio of (a)(i) all Obligations in respect of the First Lien Facilities and all other Consolidated Total Debt as of such date that is secured by a Lien ranking pari passu with the Liens securing the First Lien Facilities minus (ii) unrestricted cash and cash equivalents of the Loan Parties and their Restricted Subsidiaries as of such date to (b) Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on a pro forma basis).
 “ Fiscal Quarter ” shall mean any fiscal quarter of Parent.
 “ Fiscal Year ” shall mean any fiscal year of Parent.
 “ Fixed Basket ” means any category of exceptions, thresholds, baskets, or other provisions in this Agreement based on a fixed Dollar amount and/or percentage of Consolidated EBITDA.
 “ Fixed Incremental Amount ” shall mean an aggregate principal amount at any time outstanding equal to the greater of (1) $200,000,000 and (2) 100.0% of Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on a pro forma basis) less the aggregate principal amount of Incremental Facilities and Incremental Equivalent Debt incurred and then outstanding in reliance on the Fixed Incremental Amount (after giving effect to any reallocation). For the avoidance of doubt, the Fixed Incremental Amount is a Fixed Basket for purposes of Section 1.8 .

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 “ Floor ” shall mean a rate of interest equal to 0%.
 “ Foreign Person ” shall mean any Person that is not a U.S. Person.
 “ Foreign Subsidiary ” shall mean each Subsidiary of Parent that is a “controlled foreign corporation” (as defined in Section 957 of the Code).
 “ GAAP ” shall mean generally accepted accounting principles in the United States.
 “ Governmental Authority ” shall mean the government of the United States, Canada, any other nation or government or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank (or similar monetary or regulatory authority), supra-national entity (including the European Union and the European Central Bank) or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing that engages in substantially similar activities.
 “ Guarantee ” of or by any Person (the “ guarantor ”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness (the “ primary obligor ”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (iv) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.
 “ Guarantor ” shall mean Parent and each Subsidiary of Parent (other than the Borrower) that provides a Guarantee of the Obligations pursuant to the Guaranty and Security Agreement.
 “ Guaranty and Security Agreement ” shall mean the Guaranty and Security Agreement, dated as of the Closing Date, made by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties, as amended, restated, supplemented or otherwise modified from time to time.
 “ Hazardous Materials ” shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, in each case that are regulated pursuant to any Environmental Law because of their dangerous or deleterious properties or characteristics.
 “ Hedging Obligations ” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions. For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of

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 any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.
 “ Hedging Transaction ” of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement. Notwithstanding the foregoing, to the extent entered into in connection with Convertible Bond Indebtedness, Capped Call Transactions, Convertible Bond Hedge Transactions and Warrant Transactions shall not constitute a Hedging Transaction.
 “ Immaterial Subsidiary ” shall mean any Subsidiary of Parent that as of any date of determination, does not have (i) assets (after eliminating intercompany obligations) in excess of 10% when combined with the assets of all other Immaterial Subsidiaries, of the consolidated total assets of Parent and its Restricted Subsidiaries as set forth on the consolidated balance sheet of Parent as of the last day of the four consecutive Fiscal Quarters ending on or immediately prior to such date for which financial statements have been delivered under this Agreement or (ii) Consolidated EBITDA (after eliminating intercompany obligations) for the four consecutive Fiscal Quarters ending on or immediately prior to such date for which financial statements have been d…