DROPBOX, INC.

EX-99.1 · june2026exhibit991.htm

EX-99.1
 4
 june2026exhibit991.htm
 EX-99.1

 Exhibit 99.1
 Dropbox Completes New Senior Secured Revolving Credit Facility; Announces $900M Stock Repurchase Program
 SAN FRANCISCO, Calif. - June 1, 2026 - Dropbox, Inc. (“Dropbox” or the “Company”) (Nasdaq: DBX), today announced entry into a senior secured revolving credit facility with JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Joint Lead Arranger and Bookrunner, Citizens Bank, N.A., Goldman Sachs Bank USA and RBC Capital Markets, each as Joint Lead Arranger, the Lenders and Issuing Banks party thereto, and the other parties party thereto, providing the Company with up to $400 million in borrowing capacity on the terms and conditions set forth therein. Proceeds may be used for working capital and general corporate purposes, including share repurchases.
 The Company also announced the authorization of a new share repurchase program for the purchase of an additional $900 million of its Class A common stock.

 About Dropbox 

 Dropbox is the one place to keep life organized and keep work moving. With more than 700 million registered users across approximately 180 countries, we're on a mission to design a more enlightened way of working. Dropbox is headquartered in San Francisco, CA, and has employees around the world. For more information on our mission and products, visit http:// dropbox.com.

 Forward Looking Statements

 This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, among other things, our expectations regarding the performance of our Core business as well as our new product initiatives. Words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "plans," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to risks, uncertainties, and assumptions including, but not limited to: (i) our ability to retain and upgrade paying users; (ii) our ability to attract new users or convert registered users to paying users; (iii) our expectations regarding general economic, political, and market trends and their respective impacts on our business; (iv) impacts to our financial results and business operations as a result of pricing and packaging changes to our subscription plans; (v) our future financial performance, including trends in revenue, costs of revenue, gross profit or gross margin, operating expenses, paying users, annual recurring revenue, average revenue per user, free cash flow, unlevered free cash flow, and the assumptions underlying such trends; (vi) our ability to achieve or maintain profitability; (vii) our ability to prevent security breaches and our liability or other potential legal, regulatory, or reputational consequences of any unauthorized access to our data or our customer data; (viii) significant disruption of service on our platform or loss of content; (ix) any decline in demand for our platform or for content collaboration solutions in general; (x) changes in the interoperability of our platform across devices, operating systems, and third-party applications that we do not control; (xi) our ability to compete successfully in competitive markets; (xii) our ability to respond to rapid technological changes, extend our platform, develop new features or products, or gain market acceptance for such new

 features or products; (xiii) our ability to improve quality and ease of adoption of our new and enhanced product experiences, features, and capabilities; (xiv) our expectations around future growth; (xv) our various acquisitions of companies and assets and the potential of such acquisitions to require significant management attention, disrupt our business, or dilute stockholder value; (xvi) our ability to attract, retain, integrate, and manage key and other highly qualified personnel, including as a result of our Virtual First model with an increasingly distributed workforce; (xvii) our capital allocation plans with respect to our stock repurchase program and other investments; and (xviii) the dual class structure of our common stock and its effect of concentrating voting control with certain stockholders who held our capital stock prior to the completion of our initial public offering. Further information on risks that could affect Dropbox’s results is included in our filings with the Securities and Exchange Commission ("SEC"), including our Form 10-Q for the quarter ended March 31, 2026. Additional information will be made available in other reports that we may file with the SEC from time to time, which could cause actual results to vary from expectations. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Dropbox assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by applicable law.

 Contacts
 Investors:

 Sarah Schubach
 ir@dropbox.com
 or

 Media:
 Tim Rathschmidt
 press@dropbox.com

EX-10.1 · june2026exhibit101.htm

EX-10.1
 2
 june2026exhibit101.htm
 EX-10.1

 Execution Version

 REVOLVING CREDIT AND GUARANTY AGREEMENT
 dated as of June 1, 2026,
 among
 DROPBOX, INC.,
as Borrower
 The Guarantors Party Hereto,
 The Lenders and Issuing Banks Party Hereto
 and
 JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent

 ___________________
 JPMORGAN CHASE BANK, N.A.,
 CITIZENS BANK, N.A.,
 GOLDMAN SACHS BANK USA,
 and
 RBC CAPITAL MARKETS, 1
 as Joint Lead Arrangers

 and
 JPMORGAN CHASE BANK, N.A.,
 as Bookrunner
 ___________________

 1 RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its affiliates.

 Table of Contents
 Page
 Section 1.1      Defined Terms    1
 Section 1.2      Classification of Loans and Borrowings    43
 Section 1.3      Terms Generally    43
 Section 1.4      Accounting Terms; GAAP    44
 Section 1.5      Certain Calculations and Tests    44
 Section 1.6      Electronic Execution of Documents    45
 Section 1.7      Divisions    46
 Section 1.8      Interest Rate; Benchmark Notification    46
 Section 1.9      Letter of Credit Amounts    46
 ARTICLE II THE CREDITS    47
 Section 2.1      Commitments    47
 Section 2.2      Loans and Borrowings    47
 Section 2.3      Swing Line Loans    47
 Section 2.4      Letters of Credit and Purchase of Participations Therein    49
 Section 2.5      Requests for Borrowings    55
 Section 2.6      Funding of Borrowings    56
 Section 2.7      Interest Elections    56
 Section 2.8      Termination and Reduction of Commitments    57
 Section 2.9      Repayment of Loans; Evidence of Debt    58
 Section 2.10      Prepayment of Loans    59
 Section 2.11      Fees    59
 Section 2.12      Interest    60
 Section 2.13      Alternate Rate of Interest    61
 Section 2.14      Increased Costs    64
 Section 2.15      Break Funding Payments    65
 Section 2.16      Taxes    65
 Section 2.17      Payments Generally; Pro Rata Treatment; Sharing of Set-offs    69
 Section 2.18      Mitigation Obligations; Replacement of Lenders    70
 Section 2.19      Increase in the Aggregate Commitments    71
 Section 2.20      Extension of Maturity Date    73
 Section 2.21      Defaulting Lenders    75
 ARTICLE III REPRESENTATIONS AND WARRANTIES    77
 Section 3.1      Organization; Powers    77
 Section 3.2      Authorization; Enforceability    78
 Section 3.3      Governmental Approvals; No Conflicts    78
 Section 3.4      Financial Condition; No Material Adverse Change    78
 Section 3.5      Properties    78
 Section 3.6      Litigation and Environmental Matters    79
 Section 3.7      Compliance with Laws and Agreements    79
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 Section 3.8      Investment Company Status    79
 Section 3.9      Taxes    79
 Section 3.10      ERISA and Pensions    80
 Section 3.11      Disclosure    81
 Section 3.12      Subsidiaries    81
 Section 3.13      Anti-Terrorism Laws; USA Patriot Act    81
 Section 3.14      Anti-Corruption Laws and Sanctions    81
 Section 3.15      Margin Stock    82
 Section 3.16      Solvency    82
 Section 3.17      Immaterial Subsidiaries    82
 Section 3.18      Collateral Documents    82
 Section 3.19      EEA Financial Institution    82
 Section 3.20      FinCEN    82
 ARTICLE IV CONDITIONS    83
 Section 4.1      Effective Date    83
 Section 4.2      Each Credit Extension    84
 ARTICLE V AFFIRMATIVE COVENANTS    85
 Section 5.1      Financial Statements; Other Information; Quarterly Conference Calls    85
 Section 5.2      Notices of Material Events    87
 Section 5.3      Existence; Conduct of Business    87
 Section 5.4      Payment of Taxes    87
 Section 5.5      Maintenance of Properties; Insurance    88
 Section 5.6      Books and Records; Inspection Rights    88
 Section 5.7      ERISA-Related Information    88
 Section 5.8      Compliance with Laws and Agreements    89
 Section 5.9      Use of Proceeds    89
 Section 5.10      Additional Guarantors    89
 Section 5.11      Further Assurances    90
 Section 5.12      Designation of Restricted and Unrestricted Subsidiaries    90
 Section 5.13      Post-Closing Obligations    92
 ARTICLE VI NEGATIVE COVENANTS    92
 Section 6.1      Indebtedness    92
 Section 6.2      Liens    96
 Section 6.3      Fundamental Changes; Assets Sales; Changes in Business    97
 Section 6.4      Restricted Payments    99
 Section 6.5      Restrictive Agreements    100
 Section 6.6      Transactions with Affiliates    101
 Section 6.7      Investments    101
 Section 6.8      Limitations on Prepayments; Modifications of Debt Instruments and Organizational Documents    103
 Section 6.9      Limitation on Changes in Fiscal Years    104
 Section 6.10      Limitation on Term Loan Provisions    105
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 Section 6.11      Financial Covenant    105
 Section 6.12      Pensions    105
 ARTICLE VII GUARANTY    105
 Section 7.1      Guaranty of the Obligations    105
 Section 7.2      Payment by Guarantors    105
 Section 7.3      Liability of Guarantors Absolute    105
 Section 7.4      Waivers by Guarantors    107
 Section 7.5      Guarantors’ Rights of Subrogation, Contribution, Etc.    108
 Section 7.6      Subrogation of Other Obligations    109
 Section 7.7      Continuing Guaranty    109
 Section 7.8      Authority of Guarantors or the Borrower    109
 Section 7.9      Financial Condition of the Borrower    109
 Section 7.10      Bankruptcy, Etc.    109
 Section 7.11      Excluded Swap Obligations    110
 Section 7.12      Irish Guarantee Limitations    111
 ARTICLE VIII EVENTS OF DEFAULT    111
 ARTICLE IX THE AGENT    114
 Section 9.1      Authorization and Action    114
 Section 9.2      Administrative Agent’s Reliance, Limitation of Liability, Etc.    117
 Section 9.3      The Administrative Agent Individually    119
 Section 9.4      Successor Administrative Agent    119
 Section 9.5      Acknowledgments of Lenders and Issuing Bank    121
 Section 9.6      Collateral Matters    122
 Section 9.7      Credit Bidding    123
 Section 9.8      Erroneous Payments    124
 ARTICLE X MISCELLANEOUS    126
 Section 10.1      Notices    126
 Section 10.2      Waivers; Amendments    128
 Section 10.3      Expenses; Indemnity; Damage Waiver    129
 Section 10.4      Successors and Assigns    132
 Section 10.5      Survival    137
 Section 10.6      Integration    137
 Section 10.7      Severability    137
 Section 10.8      Right of Setoff    138
 Section 10.9      Governing Law; Jurisdiction; Consent to Service of Process    138
 Section 10.10      WAIVER OF JURY TRIAL    139
 Section 10.11      Headings    139
 Section 10.12      Confidentiality    139
 Section 10.13      Interest Rate Limitation    140
 Section 10.14      No Advisory or Fiduciary Responsibility    141
 Section 10.15      Counterparts; Integration; Effectiveness, Electronic Execution    141
 Section 10.16      USA PATRIOT Act and Beneficial Ownership    142
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 Section 10.17      Release of Liens and Guarantors    143
 Section 10.18      Acknowledgment and Consent to Bail-In of Affected Financial Institutions    144
 Section 10.19      Conversion of Currencies    144
 Section 10.20      Acknowledgment Regarding Any Supported QFCs    144
 Section 10.21      Keepwell    145
 Section 10.22      Certain ERISA Matters    145

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 SCHEDULES
 Schedule 2.1        Commitments
 Schedule 5.13        Post-Closing Obligations
 EXHIBITS
 Exhibit A    --    Form of Assignment and Assumption
 Exhibit B-1    --    Form of Borrowing Request
 Exhibit B-2    --    Form of Issuance Notice
 Exhibit C    --    Form of Interest Election Request
 Exhibit D-1    --    Form of Revolving Loan Note
 Exhibit D-2    --    Form of Swing Line Note
 Exhibit E    --    Form of Security Agreement
 Exhibit F    --    Form of Compliance Certificate
 Exhibit G    --    Form of Maturity Date Extension Request
 Exhibit H    --    Form of Counterpart Agreement
 Exhibit I    --    Form of Solvency Certificate
 Exhibit J-1    --    U.S. Tax Compliance Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit J-2    --    U.S. Tax Compliance Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit J-3    --    U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit J-4    --    U.S. Tax Compliance Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit K    --    Form of Pari Passu Intercreditor Agreement
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 REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of June 1, 2026, among DROPBOX, INC., as Borrower, the GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender.
 The Borrower (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I ) has requested that the Lenders make Loans to the Borrower on a revolving credit basis and the Issuing Banks issue Letters of Credit on and after the Closing Date and from time to time prior to the Commitment Termination Date.
 The proceeds of borrowings and Letters of Credit hereunder are to be used for the purposes described in Section 5.9 . On the Closing Date, the Lenders agreed to establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein.
 Accordingly, the parties hereto agree as follows:

 ARTICLE I
 DEFINITIONS
 Section 1.1     Defined Terms . As used in this Agreement, the following terms have the meanings specified below:
 “ 2028 Refinancing Account ” means a segregated account established by the Borrower that is (i) maintained for the sole purpose of repaying, prepaying, repurchasing, redeeming, or settling upon conversion, as applicable, the Existing 2028 Convertible Notes and (ii) subject to a customary escrow agreement permitting release of the funds therein solely for the purpose described in the foregoing clause (i) (provided, that such escrow agreement shall allow release of any funds in such account upon repayment in full of the Existing 2028 Convertible Notes).
 “ 2028 Refinancing Funds ” means cash and Cash Equivalents maintained in the 2028 Refinancing Account in an aggregate amount, as of any date of determination, not exceeding the aggregate amount of Existing 2028 Convertible Notes then outstanding.
 “ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
 “ Acquisition ” means any transaction or series of related transactions resulting in the acquisition by the Borrower or any of its Restricted Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person.
 “ Adjusted Daily Simple SOFR ” means, with respect to any Borrowing, an interest rate per annum equal to the Daily Simple SOFR; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
 “ Adjusted Term SOFR Rate ” means, with respect to any Borrowing for any Interest Period, an interest rate per annum equal to the Term SOFR Rate for such Interest Period; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

 “ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent.
 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
 “ Agent ” means each of the Administrative Agent and the Collateral Agent.
 “ Agreement ” means this Revolving Credit and Guaranty Agreement, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time.
 “ Agreement Currency ” has the meaning set forth in Section 10.19(b) .
 “ Alternate Base Rate ” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for an Interest Period of 1 month plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.13 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.13(b) ), then the Alternate Base Rate shall be the greater of clauses (a)  and (b)  above and shall be determined without reference to clause (c)  above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.
 “ Alternative Currency ” means solely with respect to Letters of Credit, Euro, Sterling and any other currency (other than Dollars) approved by the Administrative Agent and Issuing Banks that (i) is freely available, freely transferable and freely convertible into Dollars and (ii) unless otherwise consented to by each applicable Issuing Bank, in which dealings in deposits are carried on in the London interbank market.
 “ Ancillary Document ” has the meaning set forth in Section 10.15(b) .
 “ Anti-Corruption Laws ” means all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering.
 “ Applicable Creditor ” has the meaning set forth in Section 10.19(b) .
 “ Applicable Percentage ” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment; provided that if any Defaulting Lender exists at such time, the Applicable Percentage shall be calculated disregarding such Defaulting Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.
 “ Applicable Rate ” means, for any day, (a) with respect to any Term Benchmark Loan or any RFR Loan, the applicable rate per annum set forth below under the caption “Applicable Rate (Term SOFR and RFR), and (b) with respect to any ABR Loan, the applicable rate per annum set forth below under the caption “Applicable Rate (ABR); in each case based upon the Consolidated Secured Leverage
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 Ratio, as set forth in the most recent compliance certificate received by the Administrative agent pursuant to Section 5.1(c) ; provided that, prior to the delivery of such compliance certificate for the fiscal quarter ending June 30, 2026, the “Applicable Rate” shall be the applicable rate per annum set forth below in Level II of the grid set forth below:

 Pricing Level Consolidated Secured Leverage Ratio Applicable Rate
 (Term SOFR and RFR)
 Applicable Rate
 (ABR)

 I Less than or equal to 2.00:1.00 3.00% 2.00%
 II Less than or equal to 3.00:1.00 but greater than 2.00:1.00
 3.25% 2.25%
 III Greater than 3.00:1.00 3.50% 2.50%

 “ Application ” means an application or agreement, in a form as the applicable Issuing Bank may specify as the form for use by its customers from time to time, executed and delivered by the Borrower to the Administrative Agent and the applicable Issuing Bank, requesting such Issuing Bank to issue a Letter of Credit.
 “ Approved Fund ” has the meaning set forth in Section 10.4 .
 “ Arrangers ” means, collectively, JPMorgan Chase Bank, N.A., Citizens Bank, N.A., Goldman Sachs Bank USA and RBC Capital Markets, in their capacity as joint lead arrangers, and any successors thereto.
 “ Asset Sale ” means a sale, lease (as lessor or sublessor), sale and leaseback, license (as licensor or sublicensor), exchange, transfer or other disposition to, any Person, in one transaction or a series of transactions, of all or any part of the Borrower’s or any of its Restricted Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including the Equity Interests of any of the Borrower’s Subsidiaries, other than:
 (a) inventory (or other assets, including intangible assets) sold, leased or licensed out in the ordinary course of business ( provided , that subleases of any office locations shall be deemed in the ordinary course of business, including, any subleasing pursuant to the Borrower’s “virtual first work” model as publicly disclosed in its periodic filings with the Securities and Exchange Commission),
 (b) obsolete, surplus or worn-out property,
 (c) sales or other dispositions of Cash Equivalents for the fair market value thereof,
 (d) dispositions of property (including the sale of any Equity Interest owned by such Person) from (i) any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor or to any Loan Party or (ii) any Loan Party to any other Loan Party,
 (e) dispositions of property in connection with casualty or condemnation events,
 (f) dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business,
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 (g) dispositions of property to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the proceeds of such disposition are promptly applied to the purchase price of such replacement property,
 (h) to the extent constituting dispositions, (i) Liens permitted by Section 6.2 , (ii) mergers, consolidations, liquidations or dissolutions permitted by Section 6.3(a) , (iii) Restricted Payments permitted by Section 6.4 , (iv) Investments permitted by Section 6.7 and (v) Restricted Debt Payments permitted by Section 6.8(a) ,
 (i) Permitted IP Transfers,
 (j) dispositions of assets acquired in connection with (or owned by a Person that is acquired in connection with) an Acquisition for the fair market value thereof (as determined in good faith by the Borrower),
 (k) any other sale, lease, sale and leaseback, license, exchange, transfer or other disposition of assets or properties (other than Material IP) for fair market value (as determined in good faith by the Borrower); provided that (i) no Default or Event of Default exists at the time of or would result from such disposition and (ii) the sum of (A) the aggregate consideration received or to be received in respect of such disposition plus (B) the aggregate consideration received or to be received in respect of all other dispositions effected in reliance on this clause (k) prior to or concurrently with such disposition shall not exceed 20% of Consolidated Adjusted EBITDA determined on a pro forma basis as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b) at the time of such disposition,
 (l) the unwinding of any Swap Agreement permitted hereunder or any Permitted Call Spread Transaction permitted hereunder, in each case, to the extent that such unwinding otherwise constitutes an Asset Sale,
 (m) any other sale, lease, sale and leaseback, license, exchange, transfer or other disposition of assets or properties by a Foreign Subsidiary that is not a Loan Party to a Loan Party or another Foreign Subsidiary, subject to compliance, in the case of any such disposition of Intellectual Property, with the requirements set forth in clauses (c) , (d) and (e) of the definition of Permitted IP Transfer,
 (n) the abandonment, lapse, expiration or other disposition, in each case in the ordinary course of business, of Intellectual Property, whether now or hereafter owned or licensed or acquired in connection with an Acquisition or other permitted Investment that is, in the reasonable business judgment of the Borrower, no longer material or useful in or to the business of the Borrower and the Restricted Subsidiaries,
 (o) any sale and leaseback transactions in connection with the incurrence of any Indebtedness permitted by Section 6.1(b) , so long as such sale and leaseback transaction is consummated within one hundred eighty (180) days after the acquisition, construction or improvement of the assets subject to such sale and leaseback transaction,
 (p) any other sale, license, exchange, transfer or other disposition of assets or properties consummated in connection with a Permitted Tax Restructuring,
 (q) licenses, sublicenses, leases or subleases granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and
 (r) non-exclusive licenses granted in the ordinary course of business.
 -4-

 “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.4 ), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic records generated by use of an electronic platform) approved by the Administrative Agent.
 “ Assuming Lender ” has the meaning set forth in Section 2.19(d) .
 “ ASU 842 ” has the meaning set forth in the definition of “Capital Lease Obligations”.
 “ Auto-Extension Letter of Credit ” has the meaning set forth in Section 2.4(a) .
 “ Availability Period ” means the period from and including the Closing Date to but excluding the Commitment Termination Date.
 “ Available Amount ” means on any date of determination (the “ Available Amount Reference Date ”), an amount determined on a cumulative basis equal to the sum of (without duplication):
 (s) the greater of (i) $150,000,000 and (ii) 15% of Consolidated Adjusted EBITDA as of the last day of the most recently ended four (4) fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b) ; plus
 (t) an amount (which shall not be less than zero) equal to the Retained Excess Cash Flow Amount; plus
 (u) the aggregate amount of any net cash proceeds received by the Borrower after the Closing Date from any issuance of Equity Interests of Borrower (other than Disqualified Equity Interests); minus
 (v) the aggregate amount of Restricted Payments made using the Available Amount pursuant to Section 6.4(m) (without taking account of the intended usage of the Available Amount on such Available Amount Reference Date).
 “Available Amount Reference Date ” has the meaning set forth in the definition of “Available Amount”.
 “ Available Revolving Commitments ” means, as of any date, the aggregate amount of Commitments then in effect minus the aggregate amount of Revolving Exposure then outstanding.
 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement 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 clause  (e) of Section 2.13 .
 “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing
 -5-

 banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bankruptcy Code ” means Chapter 11 of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder.
 “ Benchmark ” means, initially, with respect to any (i) Term Benchmark Loan, the Term SOFR Rate or (ii) RFR Loan, the Daily Simple SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause  (b) of Section 2.13 .
 “ Benchmark Replacement ” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
 (1) the Adjusted Daily Simple SOFR; or
 (2) the sum of: (a) 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 (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment.
 If the Benchmark Replacement as determined pursuant to clause (1) or (2) 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 ” means, 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 or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) 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 on the applicable Benchmark Replacement Date and/or (ii) 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 dollar-denominated syndicated credit facilities at such time.
 “ Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the 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 such Benchmark exists, in such other manner of administration as the Administrative
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 Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
 “ Benchmark Replacement Date ” means, with respect to any Benchmark, the earliest to occur of the following events with respect to the then-current Benchmark:
 (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) 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
 (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided , that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
 For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Transition Event ” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to the then-current Benchmark:
 (1) 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);
 (2) 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 NYFRB, the CME Term SOFR 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 administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
 (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
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 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 ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13 .
 “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.
 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.
 “ Beneficiary ” means each Agent, Arranger, Bookrunner, Issuing Bank, Lender and Lender Counterparty.
 “ Benefit Plans ” 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”.
 “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. § 1841(k)) of such party.
 “ Board ” means the Board of Governors of the Federal Reserve System of the United States of America (or any successor).
 “ Board of Directors ” means the board of directors or comparable governing body of the Borrower, or any committee thereof duly authorized to act on its behalf.
 “ Bona Fide Debt Fund ” means any fund or investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course.
 “ Bookrunner ” means JPMorgan Chase Bank, N.A., in its capacity as bookrunner, and any successor thereto.
 “ Borrower ” means Dropbox, Inc., a Nevada corporation.
 “ Borrower Communications ” has the meaning set forth in Section 10.1
 “ Borrowing ” means (a) Loans of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect or (b) a Swing Line Loan.
 “ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.5 .
 “ Business Credit Card Obligations ” means obligations incurred by the Borrower or its Restricted Subsidiaries in the ordinary course of business under a commercial credit card or purchasing card program.
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 “ Business Day ” means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be (a) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan and (b) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is only a U.S. Government Securities Business Day.
 “ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) 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; provided that, any obligations relating to a lease that was or would have been accounted for by such Person as an operating lease for purposes of GAAP prior to the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842) and any interpretations thereof (“ ASU 842 ”) shall continue to be accounted for as operating leases and not as Capital Lease Obligations for purposes of all financial definitions, calculations and covenants (other than delivery of financial statements prepared in accordance with GAAP) for purpose of this Agreement notwithstanding the fact that such obligations are required in accordance with ASU 842 to be treated as capitalized lease obligations in accordance with GAAP in the financial statements to be delivered pursuant to the Loan Documents. For purposes of Section 6.2 , a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.
 “ Cash Equivalents ” means:
 (1) Dollars, or money in other currencies received in the ordinary course of business,
 (2) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding one year from the date of acquisition,
 (3) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any State thereof having capital, surplus and undivided profits in excess of $500,000,000 whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by Moody’s,
 (4) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above,
 (5) commercial paper rated at least P-1 by Moody’s or A-1 by S&P and maturing within one year after the date of acquisition,
 (6) securities with maturities of one year or less from the date of acquisition which (or the issuer of which) are rated at least A or A-1 by S&P or A2 or P-1 by Moody’s,
 (7) money market funds at least 90% of the assets of which consist of investments of the type described in clauses (1) through (6) above,
 (8) Investments made pursuant to the Borrower’s investment policy as approved by the Board of Directors as in effect on, and provided to the Lenders on or prior to, the Closing Date, and as may be amended, supplemented or otherwise modified by the Board of Directors in a manner reasonably satisfactory to the Administrative Agent, and
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 (9) in the case of any Foreign Subsidiary, instruments and investments of the type and maturity described in clause (1) through (8) above denominated in any foreign currency that are comparable in investment quality to those referred to above and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.
 “ Cash Management Services ” means (a) treasury management services (including controlled disbursements, zero balance arrangements, cash sweeps, automated clearinghouse transactions, return items, overdrafts, temporary advances, interest and fees and interstate depository network services) provided to the Borrower or any of its Restricted Subsidiaries and (b) commercial credit card and purchasing card services provided to the Borrower or any of its Restricted Subsidiaries.
 “ Cash Management Services Agreement ” means any agreement with respect to the provision of Cash Management Services to the Borrower or any of its Restricted Subsidiaries. “ Change in Control ” means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act and the rules of the Securities and Exchange Commission thereunder), other than the Permitted Holders, of Equity Interests in the Borrower representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the Borrower.
 “ Change in Law ” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
 “ Charges ” has the meaning set forth in Section 10.13 .
 “ Closing Date ” means the date on which the conditions precedent set forth in Sections 4.1 and 4.2 shall have been satisfied, which date shall have occurred on June 1, 2026.
 “ CME Term SOFR Administrator ” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
 “ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
 “ Collateral ” means, collectively, all of the property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.
 “ Collateral Agent ” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Lenders and Issuing Banks hereunder, or any successor collateral agent.
 “ Collateral Documents ” means the Security Agreement, the Intellectual Property Security Agreements, the Irish Security Documents and all other instruments, documents and agreements delivered by or on behalf of any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to, or perfect in favor of, the Collateral Agent, for the benefit of the Lenders, Issuing Banks and other Secured Parties, a Lien on any Collateral of that Loan Party as security for the Obligations.
 “ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit and Swing Line Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Loans hereunder, as such
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 commitment may be (i) reduced from time to time pursuant to Section 2.8 , (ii) increased from time to time pursuant to Section 2.19 and (iii) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 2.20 or Section 10.4 . The aggregate amount of the Lenders’ and Issuing Bank’s Commitments as of the Closing Date was $400,000,000. The initial amount of each Lender’s Commitment as of the Closing Date is set forth on Schedule 2.1 .
 “ Commitment Date ” has the meaning set forth in Section 2.19(b) .
 “ Commitment Increase ” has the meaning set forth in Section 2.19(a) .
 “ Commitment Termination Date ” means the earliest to occur of (a) the Maturity Date, (b) the date the Commitments are permanently reduced to zero pursuant to Section 2.8 , and (c) the date of the termination of the Commitments pursuant to Article VIII .
 “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
 “ Common Stock ” means the Class A Common Stock, par value $0.00001 per share, of the Borrower.
 “ Communications ” has the meaning set forth in Section 10.1(c) .
 “ Competitors ” has the meaning set forth in the definition of “Disqualified Lender”.
 “ Consenting Lender ” has the meaning set forth in Section 2.20(a) .
 “ Consolidated Adjusted EBITDA ” means, for any period,
 (a) Consolidated Net Income for such period plus ,
 (b) without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period (other than clause (xiv)), the sum of
 (i) provision for taxes based on income, profits or capital, including federal, foreign and state income, franchise, and similar taxes based on income, profits or capital paid or accrued (including in respect of repatriated funds),
 (ii) interest expense (other than the interest component of outstanding Capital Lease Obligations), amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), expenses associated with any loss from the early extinguishment of Indebtedness and expenses associated with the equity component of, and any mark-to-market losses with respect to convertible notes,
 (iii) depreciation and amortization expense, including amortization of deferred commissions,
 (iv) amortization of intangibles (including, but not limited to, goodwill) and organization costs,
 (v) costs and expenses in connection with any pending or threatened litigation, administrative proceeding or investigation, including any settlement costs in connection therewith,
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 (vi) expected “run rate” cost savings, operating expense reductions and cost saving synergies related to Acquisitions after the Closing Date that are reasonably identifiable and factually supportable and are projected by the Borrower in good faith to result from actions that have been taken or initiated or will be taken (in the good faith determination of the Borrower) within 24 months after such Acquisition is consummated; provided that such cost savings, operating expense reductions and cost savings synergies shall not exceed 25% of Consolidated Adjusted EBITDA (before giving effect to such adjustment) for any Measurement Period,
 (vii) transaction costs and expenses incurred or paid in connection with Acquisitions (including (i) third-party diligence costs and expenses and (ii) expenses relating to key employee holdback agreements), whether or not completed,
 (viii) any net loss incurred in such period from foreign currency exchanges, conversions, translations and/or contracts,
 (ix) any restructuring charges or other non-recurring or extraordinary charges or losses, in each case determined in accordance with GAAP to the extent GAAP is applicable to such determination, including any losses or charges with respect to terminations of real property leases,
 (x) non-cash stock option, restricted stock units and other equity-based compensation expenses,
 (xi) payroll tax expense related to stock option and other equity-based compensation expenses,
 (xii) any other non-cash charges, non-cash expenses or non-cash losses of the Borrower or any Restricted Subsidiaries for such period (including remeasurements of warrant liabilities and excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period),
 (xiii) costs, expenses, settlements and charges related to, arising out of or made in connection with legal proceedings, investigations and regulatory matters; provided that the amount that may be added back pursuant to this clause (xiii) shall not exceed 7.5% of Consolidated Adjusted EBITDA (before giving effect to such adjustment) for any Measurement Period,
 (xiv) adjustments relating to purchase price allocation accounting,
 (xv) fees and expenses directly related to the Transactions, the incurrence of any Indebtedness permitted hereunder (including Permitted Convertible Indebtedness), including any amendment, modification, restructuring or refinancing thereof, any Permitted Call Spread Transaction, the offering of any Equity Interests by the Borrower, any acquisition, Restricted Payment, investment or disposition transactions and any transfer or license of any Intellectual Property or intellectual property rights by the Borrower or any of its Subsidiaries to any Subsidiary of the Borrower, in each case whether or not completed,
 (xvi) any net loss from disposed, abandoned, transferred, closed or discontinued operations,
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 (xvii) losses, charges or expenses of the Borrower or any Restricted Subsidiary incurred during such period to the extent reimbursed in cash by any Person (other than the Borrower or any of its Restricted Subsidiaries) during such period (or reasonably expected to be so reimbursed within one year of the end of such period to the extent not accrued); provided that (A) if not so reimbursed within such one year period, such unreimbursed expense or loss shall be subtracted in the subsequent calculation period or (B) if reimbursed in a subsequent period, such amount shall not be permitted to be added back in determining Consolidated Adjusted EBITDA for such subsequent period,
 (xviii) proceeds from any business interruption insurance to the extent not already included in Consolidated Net Income (including any such proceeds reasonably expected to be received by the Borrower or any of its Restricted Subsidiaries in a subsequent period and within one year of the underlying loss; provided , that if not so received within such one-year period, such amount shall be subtracted in the subsequent calculation period),
 (xix) (A) non-cash losses, expenses, charges and accruals resulting from the application of Accounting Standards Codification 805, (B) cash losses, expenses, charges and accruals with respect to earnouts, and (C) non-cash losses, expenses, charges and accruals resulting from the application of Accounting Standards Codification 350 (including impairment charges on intangibles and goodwill) and (D) non-cash losses, expenses, charges and accruals resulting from the application of Accounting Standards Codification 360,
 (xx) any non-cash loss attributable to the mark to market movement in the valuation of hedging obligations and other derivative instruments (including Swap Agreements),
 (xxi) losses or expenses related to right of use assets expense and ASC 842, and
 (xxii) non-cash operating lease expense,
 provided , however , that (1) increases in deferred revenue for such period shall be added back to Consolidated Net Income in calculating Consolidated Adjusted EBITDA for such period, (2) decreases in deferred revenue for such period shall be subtracted from Consolidated Net Income in calculating Consolidated Adjusted EBITDA for such period and (3) cash payments made in such period or in any future period in respect of non-cash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated Adjusted EBITDA in the period when such payments are made, and minus,
 (c) to the extent included in the statement of such Consolidated Net Income for such period (and without duplication), the sum of
 (i) interest income,
 (ii) any extraordinary income or gains determined in accordance with GAAP,
 (iii) any income or gain from the early extinguishment of Indebtedness,
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 (iv) any net income or gain incurred in such period from foreign currency exchanges, conversions, translations and/or contracts and
 (v) any net gain from disposed, abandoned, transferred, closed or discontinued operations;
 (vi) any non-cash gain attributable to the mark to market movement in the valuation of hedging obligations and other derivative instruments (including Swap Agreements); and
 (vii) any other non-cash income (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (xii) above or any such item that is non-cash during such period but the subject of a cash payment in a prior or future period), including for the avoidance of doubt, mark-to market gains in respect of convertible notes, all as determined on a consolidated basis.
 For all purposes of this Agreement, Consolidated Adjusted EBITDA (and any financial ratio that uses such term) will be determined on a pro forma basis to give effect to any Specified Transaction that has been consummated during the applicable period as if such Specified Transaction had been consummated on and as of the first day of such applicable period.
 “Consolidated Funded Debt ” means, at any date, for the Borrower and its Restricted Subsidiaries on a consolidated basis, the aggregate principal amount of, without duplication, (i) all Indebtedness described in clause (a) of the definition of Indebtedness, (ii) all Indebtedness described in clause (b) of the definition of Indebtedness, to the extent such Indebtedness is not paid within thirty (30) days of becoming due, (iii) all Indebtedness described in clause (c) of the definition of Indebtedness, (iv) all Indebtedness consisting of obligations in respect of drawn letters of credit to the extent unreimbursed within three (3) Business Days of drawing thereunder and (v) all Guaranties of any Consolidated Funded Debt described in clause (i) through (iv) of this definition.
 “ Consolidated Interest Coverage Ratio ” means, at any date, the ratio of (a) Consolidated Adjusted EBITDA for the four fiscal quarter period ending as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b) , to (b) Consolidated Interest Expense for the four fiscal quarter period ending as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b) .
 “ Consolidated Interest Expense ” means, for any period, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of (a) total interest expense,  together with any premium payments, with respect to all outstanding Consolidated Funded Debt and outstanding letters of credit and (b) the interest component of all outstanding Capital Lease Obligations, but excluding net payments (less net credits) under interest rate Swap Agreements to the extent such net payments are allocable to such period in accordance with GAAP, in each case, paid in cash during such period.
 “ Consolidated Leverage Ratio ” means, at any date, the ratio of (a) Consolidated Funded Debt on such date to (b) Consolidated Adjusted EBITDA for the four fiscal quarter period ending as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b) .
 “ Consolidated Net Income ” means, for any period, the net income or loss of the Borrower and its Restricted Subsidiaries on a consolidated basis for such period, determined on a consolidated basis in conformity with GAAP; provided that there shall be excluded (a) the income of any Person that is not a consolidated Restricted Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to the Borrower or, subject to clauses (b) and (c) below, any consolidated Restricted Subsidiary during such period, (b) the income of, and any amounts referred to in
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 clause (a) above paid to, any consolidated Restricted Subsidiary of the Borrower to the extent that, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such Restricted Subsidiary is not permitted without any prior approval of any Governmental Authority that has not been obtained or is not permitted by the operation of the terms of the organizational documents of such Restricted Subsidiary, any agreement or other instrument binding upon such Restricted Subsidiary or any law applicable to such Restricted Subsidiary, unless such restrictions with respect to the payment of cash dividends and other similar cash distributions have been legally and effectively waived, (c) the income or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Restricted Subsidiary that is not wholly owned by the Borrower to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such consolidated Restricted Subsidiary, (d) effects of adjustments related to the application of purchase accounting, and (e) the cumulative effect of all changes in accounting principles.
 “ Consolidated Secured Leverage Ratio ” means, at any date, the ratio of (a) Consolidated Funded Debt (excluding any Consolidated Funded Debt that is unsecured) on such date to (b) Consolidated Adjusted EBITDA for the four fiscal quarter period ending as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b) .
 “ Consolidated Total Debt ” of the Borrower and its Restricted Subsidiaries, on any date, means all Indebtedness of the Borrower and its Restricted Subsidiaries on such date, as would be required to appear as a liability on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries, prepared as of such date in accordance with GAAP.
 “ 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.
 “ 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.
 “ Counterpart Agreement ” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Loan Party pursuant to Section 5.10 .
 “ Covered Entity ” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
 “ Covered Party ” has the meaning set forth in Section 10.20 .
 “ Credit Extension ” has the meaning set forth in Section 4.2 .
 “ Daily Simple SOFR ” means, for any day (a “ SOFR Rate Day ”), a rate per annum equal to SOFR for the day (such day “ SOFR Determination Date ”) that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.
 “ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, examinership, rescue process for small and micro companies, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, winding up or similar debtor relief Laws of the United States, Ireland or other applicable jurisdictions from time to time in effect.
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 “ Declining Lender ” has the meaning set forth in Section 2.20(a) .
 “ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
 “ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 “ Defaulting Lender ” means, subject to Section 2.21(c) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, (ii) fund any portion of its participations in Letters of Credit or Swing Line Loans or (iii) pay to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to such funding or payment (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower, any Issuing Bank, Swing Line Lender or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent, any Issuing Bank or the Borrower, to confirm in writing to the Administrative Agent, the Issuing Banks and the Borrower that it will comply with its prospective funding obligations and participations in then outstanding Letters of Credit and Swing Line Loans hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, the Issuing Banks and the Borrower), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) become the subject of a Bail-In Action or (iii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (e) has become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(c) ) upon delivery of written notice of such determination to the Borrower, each Issuing Bank, the Swing Line Lender and each Lender.
 “ Direct Borrower Obligations ” shall mean any Obligations of the Borrower in its capacity as the Borrower under this Agreement, or as a counterparty or direct obligor with respect to any Secured Swap Agreement or any Secured Cash Management Services Agreement.
 “ Disbursement Date ” has the meaning set forth in Section 2.4(d) .
 “ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.6 to the Disclosure Letter.
 “ Disclosure Letter ” means the disclosure letter, dated as of the Closing Date, as amended or supplemented from time to time by the Borrower with the written consent of the Administrative Agent and, unless otherwise expressly permitted by the Loan Documents, the Required Lenders (or as supplemented by the Borrower as expressly permitted pursuant to the terms of the Loan Documents), delivered by the Borrower to the Administrative Agent for the benefit of the Lenders.
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 “ Disqualified Equity Interest ” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests and the payment in cash in lieu of the issuance of fractional shares of such Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests and the payment in cash in lieu of the issuance of fractional shares of such Equity Interests), in whole or in part, or (iii) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 181 days after the Maturity Date then in effect; provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale”, “change of control” or similar event occurring prior to the date that is 181 days after the latest Maturity Date then in effect so long as any rights of the holders thereof upon the occurrence of an asset sale, change of control or similar event shall be subject to the prior repayment in full in cash of the Loans and all other Obligations (other than contingent indemnification obligations not then due) and the termination of the Commitments.
 “ Disqualified Institutions ” has the meaning set forth in the definition of “Disqualified Lender”.
 “ Disqualified Lender ” means, collectively, (a) any Person that is a competitor of the Borrower and its Subsidiaries, in each case as determined in good faith by the Borrower and to the extent identified by the Borrower to the Administrative Agent and the Lenders (including after the Closing Date which may be delivered in a form of a list provided to the Administrative Agent) by name in writing from time to time (“ Competitors ”), (b) those banks, financial institutions and other Persons separately identified by name by the Borrower to the Administrative Agent in writing on or before the Closing Date (those banks, financial institutions and other Persons under this clause (b) are collectively referred to as the “ Disqualified Institutions ”) and (c) any Subsidiary of a Competitor or a Disqualified Institution, other than Bona Fide Debt Funds that would not be a Competitor or a Disqualified Institution but for this clause (c), that are (x) identified in writing (by e-mail to JPMDQ_Contact@jpmorgan.com) by the Borrower to the Administrative Agent and the Lenders (including after the Closing Date which may be delivered in a form of a list provided to the Administrative Agent) by name in writing from time to time or (y) clearly identifiable as affiliates solely on the basis of the similarity of its name (provided that neither the Administrative Agent nor any Lender shall have any obligation to carry out due diligence in order to identify such affiliates). The identification of any Competitor or Disqualified Institution after the Closing Date shall become effective three Business Days after delivery to the Administrative Agent and the Lenders (including by delivering a list provided to the Administrative Agent), and shall not apply retroactively to disqualify the assignment, participation or other transfer of an interest in Commitments or Loans that was effective prior to the effective date of such supplement (but such Person shall not be able to increase its Commitments or participations hereunder); provided that, for the avoidance of doubt, such Person shall thereafter be considered a Disqualified Lender; provided further that, any additional designation permitted by the foregoing shall not apply retroactively to any prior or pending assignment or participation. The Disqualified Lenders shall be identified to the Lenders by the Administrative Agent (which may be in the form of notice posted to the Platform). For the avoidance of doubt, the Borrower may remove any Person from the DQ List by written notice to the Administrative Agent by e-mail to JPMDQ_Contact@jpmorgan.com, and such Person shall no longer be considered a Disqualified Lender.
 “ Dollar Equivalent ” means, for any amount, on any date of determination, (a) with respect to such amount in dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in dollars determined by using the rate of exchange for the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent) by Reuters on the Business Day (New York City time) 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 the Alternative Currency, 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
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 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) with respect to any amount in any other currency, the equivalent in dollars of such amount, determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion for such amount on such date. The Dollar Equivalent at any time of the amount of any Letter of Credit or Letter of Credit disbursement denominated in any currency other than dollars shall be the amount most recently determined as provided in Section 1.9(b) .
 “ Dollars ”, “ dollars ” or “ $ ” refers to lawful money of the United States of America.
 “ Domestic Restricted Subsidiary ” means any Domestic Subsidiary that is a Restricted Subsidiary.
 “ Domestic Subsidiary ” means any Subsidiary that is incorporated or organized under the laws of the United States, any State thereof or in the District of Columbia.
 “ DQ List ” has the meaning set forth in Section 10.4(e)(iv) .
 “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
 “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 “ Electronic Signature ” means an electronic symbol, sound, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
 “ Eligible Assignee ” has the meaning set forth in Section 2.19(c) .
 “ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.
 “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of investigation, reclamation or remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) compliance or noncompliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the presence, release or threatened release of, or exposure to, any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 “ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest; provided that Equity Interests shall not include (i) any debt securities (including any
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 Permitted Convertible Indebtedness) that are convertible into or exchangeable for any combination of Equity Interests and/or cash or (ii) any Permitted Call Spread Transaction.
 “ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
 “ ERISA Affiliate ” means 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 the Borrower or a Subsidiary under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.
 “ ERISA Event ” means any one or more of the following: (a) any reportable event, as defined in Section 4043 of ERISA, with respect to a Plan; (b) the termination of any Plan under Section 4041 of ERISA; (c) 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; (d) the failure to make a required contribution to any 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 the arising of such a lien or encumbrance; (e) any Borrower, Subsidiary or any ERISA Affiliate requests a minimum funding waiver or fails to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA; (f) a determination that any Plan is, or is reasonably expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; (g) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to a Plan; (h) the complete or partial withdrawal of any Borrower, Subsidiary or any ERISA Affiliate from a Multiemployer Plan; or (i) a determination that any Multiemployer Plan is in endangered or critical status under Section 432 of the Code or Section 305 of ERISA or is, or is expected to be, “insolvent” within the meaning of Section 4245 of ERISA).
 “ Erroneous Payment ” has the meaning set forth in Section 9.8(a) .
 “ Erroneous Payment Subrogation Rights ” has the meaning set forth in Section 9.8(d) .
 “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
 “ Euro ” or “ € ” means the lawful currency of the member states of the European Union that have adopted a single currency in accordance with applicable law or treaty.
 “ Event of Default ” has the meaning set forth in Article VIII .
 “ Examiner ” has the meaning given to that term in the Section 2 of the Irish Companies Act and “examinership” should be construed accordingly.
 “ Exchange Rate ” means, on any day, for purposes of determining the Dollar Equivalent of any currency other than dollars, the rate at which such other currency may be exchanged into dollars, as set forth at approximately 11:00 a.m., New York City time on such day on the applicable Reuters World Currency Page (or, solely in the case of determining the Dollar Equivalent of any drawing honored under a Letter of Credit denominated in an Alternative Currency, as set forth on such page at such other time (if any) on the relevant Disbursement Date (not later, in any event, than 5:00 p.m., London time) notified to the Administrative Agent by the relevant Issuing Bank on such Disbursement Date as being the time it hedged its Alternative Currency exposure in respect of such drawing). In the event that such rate does not appear on the applicable Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent, the applicable Issuing Bank and the Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent shall elect (or as notified to it by the relevant Issuing Bank as provided above) after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of dollars for delivery two
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 Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.
 “ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty by 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 Guaranty 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 Guaranty or security interest is or becomes illegal.
 “ Excluded Taxes ” means, any of the following Taxes imposed on or with respect to the Administrative Agent, any lender or any other Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on (or measured by) its net income, franchise Taxes, and branch profits Taxes, in each case (i) imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b) ), any United States federal withholding Tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.16(a) or (c) , (c) any withholding Taxes imposed under FATCA and (d) any Taxes attributable to such Recipient’s failure to comply with Section 2.16(e) .
 “ Existing 2028 Convertible Notes ” shall mean the 0% Convertible Senior Notes due 2028 issued pursuant to the Indenture, dated February 26, 2021, between the Borrower and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) and that are outstanding as of the Closing Date .
 “ Existing Convertible Notes ” shall mean the Existing 2028 Convertible Notes.
 “ Existing Credit Agreement ” means the Credit and Guaranty Agreement dated as of December 11, 2024, as amended September 9, 2025 and as of the date hereof, among the Borrower, the guarantors party thereto, the lenders and issuing bank party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent, as may be further amended, amended and restated, supplemented, modified, refinanced, replaced, extended or renewed in compliance with this Agreement and the Pari Passu Intercreditor Agreement.
 “ Existing Maturity Date ” has the meaning set forth in Section 2.20(a) .
 “ Extension Effective Date ” has the meaning set forth in Section 2.20(a) .
 “ FATCA ” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
 “ Federal Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions (as determined in such manner as shall be set forth on NYFRB’s Website from time to time) and published on the next succeeding
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 Business Day by the NYFRB as the effective federal funds rate; provided that if such rate for any day shall be less than zero, such rate shall be deemed to be zero for the purposes of calculating such rate.
 “ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System of the United States of America.
 “ Fee Letter ” means that certain fee letter dated as of May 4, 2026, by and between the Borrower and JPMorgan Chase Bank, N.A.
 “ Financial Officer ” means the chief financial officer, chief tax officer, principal accounting officer, treasurer or controller of the Borrower.
 “ First Tier Parent ” means, with respect to any Foreign Subsidiary that is not a direct wholly owned subsidiary of the Loan Parties, each Foreign Subsidiary (a) that owns, directly or indirectly, Equity Interests in such Foreign Subsidiary and (b) any of the Equity Interests in which are directly owned by one or more of the Loan Parties.
 “ Floor ” means the benchmark rate floor, if any, provided in this Agreement initially (as of the Closing Date, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt, the initial Floor for each of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be 0.00%.
 “ Foreign Chain Entity ” means, with respect to any Foreign Subsidiary that is not a direct wholly owned subsidiary of the Loan Parties, each First Tier Parent of such Foreign Subsidiary and each subsidiary of such First Tier Parent that holds, directly or indirectly, any Equity Interests in such Foreign Subsidiary.
 “ Foreign Lender ” means any Lender that is not a U.S. Person.
 “ Foreign Subsidiary ” means any Subsidiary other than a Domestic Subsidiary.
 “ GAAP ” means generally accepted accounting principles in the United States of America.
 “ Governmental Acts ” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.
 “ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
 “ Grantor ” has the meaning set forth in the Security Agreement.
 “ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) 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 (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business, or
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 customary indemnification obligations entered into in connection with any Acquisition or disposition of assets or of other entities (other than to the extent that the primary obligations that are the subject of such indemnification obligation would be considered Indebtedness hereunder).
 “ Guaranteed Obligation ” has the meaning set forth in Section 7.1 .
 “ Guarantor ” means each Person that shall have become a party hereto as a “Guarantor” and shall have provided a Guaranty of the Obligations by executing and delivering to the Administrative Agent a signature page hereto or a Counterpart Agreement and which Guaranty has not been released in accordance with the terms hereof; provided that the term “Guarantors” shall also include the Borrower (except with respect to the Direct Borrower Obligations). Any Person who is a Guarantor (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall become a Guarantor hereunder.
 “ Guaranty ” means the guaranty of each Guarantor set forth in Article VII .
 “ Hazardous Materials ” means 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 and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
 “ Incremental Equivalent Debt ” has the meaning specified in the Existing Credit Agreement as in effect on the Closing Date (including the component definitions thereof as in effect on the Closing Date), and calculated as provided in the Existing Credit Agreement as in effect on the Closing Date.
 “ Increase Date ” has the meaning specified in Section 2.19(a) .
 “ Increasing Lender ” has the meaning specified in Section 2.19(b) .
 “ Incremental Term Loan Debt ” has the meaning specified in Section 6.1(m) .
 “ Indebtedness ” of any Person at any date means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than (i) accounts payable and accrued expenses (as defined under GAAP) incurred in the ordinary course of such Person’s business, (ii) purchase price adjustments, earnouts, holdbacks and other similar deferred consideration payable in connection with Acquisitions, and (iii) for the avoidance of doubt, financing, construction or other similar liabilities arising pursuant to of EITF 97-10 (ASC 840) or any successor accounting pronouncement and not reflecting any obligation to any other Person), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of bankers’ acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above and (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned or acquired by such Person, whether or not such Person has assumed or become liable for the payment of such obligation (provided that the amount of such Indebtedness shall be the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby). The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. Notwithstanding the
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 foregoing, the obligations of the Borrower pursuant to any Permitted Call Spread Transaction shall not constitute Indebtedness for purposes of this Agreement.
 “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
 “ Indemnitee ” has the meaning set forth in Section 10.3(b) .
 “ Information ” has the meaning set forth in Section 10.12(a) .
 “ Information Documents ” means at any time any memorandum, lender’s presentation or other written information, in each case as then supplemented or amended and including any documents attached thereto or incorporated by reference therein, prepared by the Borrower and given to any Lender in connection with the Transactions.
 “ Intellectual Property ” has the meaning set forth in the Security Agreement.
 “ Intellectual Property Security Agreements ” has the meaning set forth in the Security Agreement.
 “ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.7 .
 “ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date, (b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, (x) if there is no such numerically corresponding day in such month, then the last Business Day of such month or (y) if such day is not a Business Day, the Interest Payment Date shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Payment Date shall be the next preceding Business Day) and (2) the Maturity Date, (c) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Maturity Date and (d) with respect to any Swing Line Loan, the day such Loan is required to be repaid.
 “ Interest Period ” means, with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no tenor that has been removed from this definition pursuant to Section 2.13(e) shall be available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
 “ Investment ” means any loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business), extension of credit (by way of Guarantee or otherwise) or capital contributions by the Borrower or any of its Restricted Subsidiaries to any other Person (other than any Loan Party).
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 “ Ireland ” means the island of Ireland exclusive of Northern Ireland.
 “ Irish Companies Act ” means the Companies Act 2014 (as amended) of Ireland.
 “ Irish Debenture ” means the Irish law governed debenture, executed and delivered by the Irish Guarantor and the Collateral Agent.
 “ Irish Guarantor ” means Dropbox International Unlimited Company, a private unlimited company incorporated under the laws of Ireland with registration number 521657 having its registered address at One Park Place, Hatch Street Upper, Dublin 2, D02 FD79.
 “ Irish Security Documents ” means the Irish Debenture and the Irish Share Charge.
 “ Irish Share Charge ” means the Irish law governed charge over the shares in the Irish Guarantor entered into between Dropbox Holding, LLC as chargor and the Collateral Agent.
 “ IRS ” means the U.S. Internal Revenue Service.
 “ ISP 98 ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be acceptable to the applicable Issuing Bank and in effect at the time of issuance of such Letter of Credit).
 “ Issuance Notice ” means an Issuance Notice substantially in the form of Exhibit B-2.
 “ Issuing Bank ” means (a) each of JPMorgan Chase Bank, N.A., Citizens Bank, N.A., Goldman Sachs Bank USA and Royal Bank of Canadaand (b) each Lender that shall have become an Issuing Bank hereunder as provided in Section 2.4(i) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.4(h) ), each in its capacity as an issuer of Letters of Credit hereunder and together with its permitted successors and assigns in such capacity. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.4(c) with respect to such Letters of Credit.
 “ Issuing Bank Sublimit ” means, at any time (a) with respect to JPMorgan Chase Bank, N.A. in its capacity as Issuing Bank, $16,250,000, (b) with respect to Citizens Bank, N.A., in its capacity as Issuing Bank $16,250,000, (c) with respect to Goldman Sachs Bank USA, in its capacity as Issuing Bank $16,250,000, (d) with respect to Royal Bank of Canada, in its capacity as Issuing Bank $16,250,000 and (e) with respect to any Lender that shall have become an Issuing Bank hereunder as provided in Section 2.4(i) , such amount as set forth in the agreement referred to in Section 2.4(i) evidencing the appointment of such Lender (or its designated Affiliate) as an Issuing Bank.
 “ Joint Venture ” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided that, in no event shall any corporate subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.
 “ Judgment Currency ” has the meaning set forth in Section 10.19(b) .
 “ Junior Indebtedness ” means any Indebtedness of the Borrower or any Restricted Subsidiary that is (x) secured by a Lien that is junior in priority to the Lien securing the Obligations, (y) by its terms subordinated in right of payment to all or any portion of the Obligations or (z) unsecured .
 “ Lender Counterparty ” means each Lender, each Agent and each of their respective Affiliates that is counterparty to a Swap Agreement or provider of Cash Management Services pursuant to a Cash Management Services Agreement, as applicable, including any Person who is an Agent or a Lender (and any Affiliate thereof) at the time of entry into such Swap Agreement or Cash Management
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 Services Agreement, as applicable, but subsequently ceases to be an Agent or a Lender (or an Affiliate thereof), as the case may be.
 “ Lenders ” means the Persons listed on Schedule 2.1 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or pursuant to Section 2.19 , other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swing Line Lender.
 “ Letter of Credit ” means a standby letter of credit issued or to be issued by an Issuing Bank pursuant to this Agreement in a form and substance approved by such Issuing Bank.
 “ Letter of Credit Sublimit ” means the lesser of (a) $65,000,000 and (b) the aggregate unused amount of the Commitments then in effect.
 “Letter of Credit Usage ” means, as at any date of determination, the sum of (a) the sum of the Dollar Equivalents (based on the applicable Exchange Rates) of the aggregate maximum amounts which are, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding and (b) the sum of the Dollar Equivalents (based on the applicable Exchange Rates) of the aggregate amounts of all drawings under Letters of Credit honored by the Issuing Banks and not theretofore reimbursed by or on behalf of the Borrower. The Letter of Credit Usage of any Lender at any time shall be its Applicable Percentage of the total Letter of Credit Usage at such time, adjusted to give effect to any reallocation under Section 2.21 of the Letter of Credit Usage of Defaulting Lenders in effect at such time.
 “ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge, assignment by way of security or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.
 “ Limited Condition Transaction ” means (a) any Permitted Acquisition or other Investment, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries, (b) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness by the Borrower or one or more of its Restricted Subsidiaries requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (c) any Restricted Payment by the Borrower or one or more of its Restricted Subsidiaries subject to irrevocable declaration in advance of such Restricted Payment, in each case, that is not conditioned upon the availability of, or on obtaining, third party financing, and is permitted pursuant to this Agreement.
 “ Limited Information ” means (a) information regarding the terms of, and the Borrower’s compliance with, this Agreement and the other Loan Documents, (b) information concerning the financial position, results of operations and cash flows of the Borrower and its Subsidiaries, including the Information Documents and the financial statements provided by the Borrower pursuant to Sections 3.4(a) , 5.1(a) and (b) and any information concerning contingent liabilities, commitments and other exposures that would be material to determinations concerning the creditworthiness of the Borrower and its Restricted Subsidiaries, (c) any notice, certificate or other document delivered by the Borrower pursuant to the terms of this Agreement or any other Loan Document, (d) information regarding the Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio or the corporate debt rating (if any) of the Borrower and (e) information regarding the credit support for the credit facility established hereunder, including the Collateral and Guarantors (it being understood that the term “Limited Information” does not include product designs, software and technology, inventions, trade secrets, know-how or other proprietary information of a like nature).
 “ Loan Documents ” means this Agreement (including any amendment hereto or waiver hereunder), any Pari Passu Intercreditor Agreement, the Notes (if any), any Counterpart Agreement, the Collateral Documents, the Disclosure Letter, the Fee Letter, any agreements, documents or certificates executed by the Borrower in favor of any Issuing Bank relating to Letters of Credit, and any other agreement entered into in connection herewith by the Borrower or any Loan Party with or in favor of the
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 Administrative Agent, the Collateral Agent or the Lenders and designated by the terms thereof as a “Loan Document”.
 “ Loan Parties ” means the Borrower and the other Guarantors.
 “ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.
 “ Margin Stock ” has the meaning assigned to such term in Regulation U of the Board as in effect from time to time.
 “ Material Adverse Effect ” means a material adverse effect on (a) the business, property, financial condition or results of operations of the Borrower and its Restricted Subsidiaries taken as a whole or (b) the rights and remedies of the Lenders, the Issuing Banks or the Administrative Agent under this Agreement or of any Agent, any Lender, Issuing Bank or any other Secured Party under the Loan Documents.
 “ Material Domestic Subsidiary ” means any Domestic Subsidiary that is a Material Subsidiary.
 “ Material Foreign Subsidiary ” means any Foreign Subsidiary that is a Material Subsidiary.
 “ Material Indebtedness ” means Indebtedness (other than any Indebtedness under the Loan Documents), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in a principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.
 “Material IP ” means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.
 “ Material IP Subsidiary ” means each Subsidiary that owns, directly or indirectly through one or more of its subsidiaries, any Material IP.
 “ Material Real Estate Asset ” means any domestic fee owned or freehold Real Estate Asset having a fair market value in excess of $5,000,000.
 “ Material Subsidiary ” means, at any time of determination, (a) each Subsidiary that is a Material IP Subsidiary and (b) each Restricted Subsidiary (i) whose consolidated total assets as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or Section 5.1(b) or Section 3.4(a) were equal to or greater than 5% of the consolidated total assets of the Borrower and its Restricted Subsidiaries at such date or (ii) whose consolidated gross revenues for the most recent period of four fiscal quarters in respect of which financial statements have been delivered pursuant to Section 5.1(a) or Section 5.1(b) or Section 3.4(a) were equal to or greater than 5% of the consolidated gross revenues of the Borrower and its Restricted Subsidiaries for such period, in each case determined in accordance with GAAP, provided that if, as of the most recent date or period referred to in clause (b)(i) or (ii) above, the combined consolidated total assets or the combined consolidated gross revenues of all Restricted Subsidiaries that would not constitute Material Subsidiaries in accordance with this clause (b) or clause (a) above shall have exceeded 15% of the consolidated total assets of the Borrower and its Restricted Subsidiaries at such date or 15% of consolidated gross revenues of the Borrower and its Restricted Subsidiaries for such period, then one or more of such Restricted Subsidiaries that would not otherwise be Material Subsidiaries shall for all purposes of this Agreement be and automatically become Material Subsidiaries in descending order based on the amounts of their consolidated total assets or consolidated gross revenues, as the case may be, until such excess shall have been eliminated.
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 “ Maturity Date ” means (a) December 11, 2029, or (b) with respect to the Commitments of Consenting Lenders, as such date may be extended pursuant to Section 2.20 ; provided that if any such date is not a Business Day, the Maturity Date shall be the preceding Business Day.
 “ Maturity Date Extension Request ” means a request by the Borrower, in the form of Exhibit G hereto or such other form as shall be approved by the Administrative Agent, for the extension of the Maturity Date pursuant to Section 2.20 .
 “ Maximum Incremental Amount ” means such amount that would not cause the aggregate Commitments after giving effect to any such increase to exceed $500,000,000.
 “ Maximum Rate ” has the meaning set forth in Section 10.13 .
 “ Measurement Period ” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ended on or prior to such date.
 “ Moody’s ” means Moody’s Investors Service, Inc., and any successor to its rating agency business.
 “ Multiemployer Plan ” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which there is or could be an obligation to contribute of) the Borrower or a Subsidiary or an ERISA Affiliate, and each such plan for the five- year period immediately following the latest date on which the Borrower, or a Subsidiary or an ERISA Affiliate contributed to or had an obligation to contribute to such plan.
 “ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.2 and (b) has been approved by the Required Lenders.
 “ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
 “ Non-U.S. Plan ” means any plan, fund (including any superannuation fund) or other similar program established, contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States by the Borrower or one or more Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.
 “ Note ” means a Revolving Loan Note or a Swing Line Note.
 “ NYFRB ” means the Federal Reserve Bank of New York.
 “ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided , further , that if any of the aforesaid rates as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.
 “ NYFRB’s Website ” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
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 “ Obligations ” means all amounts owing by any Loan Party to any Agent, any Lender, Issuing Bank or any Lender Counterparty pursuant (i) to the terms of this Agreement, (ii) (x) any Secured Swap Agreement (including payments for early termination of any Secured Swap Agreements), or (y) any Secured Cash Management Services Agreement (but in the case of Business Credit Card Obligations, not to exceed $10,000,000 in the aggregate at any time outstanding), or (iii) any other Loan Document (including reimbursement of amounts drawn under Letters of Credit and all amounts which accrue after the commencement of any bankruptcy or insolvency proceeding, whether or not allowed or allowable).
 “ Obligee Guarantor ” has the meaning set forth in Section 7.6 .
 “ OFAC ” means the United States Treasury Department Office of Foreign Assets Control.
 “ Organizational Documents ” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company or unlimited company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction including, without limitation, the certificate of incorporation and articles of association for the Irish Guarantor); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
 “ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
 “ Other Taxes ” means any and all present or future stamp, court or documentary, Taxes or any other excise, property, intangible, recording, filing or similar Taxes which arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement and the other Loan Documents; excluding, however, such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than such Taxes imposed with respect to an assignment that occurs as a result of the Borrower’s request pursuant to Section 2.18(b) ).
 “ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).
 “ Pari Passu Intercreditor Agreement ” means to the extent executed in connection with secured Indebtedness permitted under this Agreement (including the Existing Credit Agreement), the Liens on the Collateral of which are intended to rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies), an intercreditor agreement in form of Exhibit L , or such other customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent, the Collateral Agent, and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies).
 “ Participant ” has the meaning set forth in Section 10.4 .
 “ Participant Register ” has the meaning assigned to such term in Section 10.4(c)(iii) .
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 “ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
 “ Pension Plan ” means any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA and is maintained or contributed to (or obligated to be contributed) in whole or in part by the Borrower, any Subsidiary or any ERISA Affiliate or with respect to which any of the Borrower, any Subsidiary or any ERISA Affiliate has actual or contingent liability or had any such liability for the five-year period immediately following the latest date on which the Borrower, a Subsidiary or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.
 “ Perfection Certificate ” means a certificate in form reasonably satisfactory to the Collateral Agent that provides information with respect to the Collateral of each Loan Party.
 “ Permitted Acquisition ” means any Acquisition by the Borrower or any Restricted Subsidiary so long as (subject to…

EX-10.2 · june2026exhibit102.htm

EX-10.2
 3
 june2026exhibit102.htm
 EX-10.2

 Execution Version AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT This AMENDMENT No. 2 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 1, 2026 (this “Agreement”), is entered into by and among DROPBOX, INC, a Nevada corporation (the “Borrower”), the Guarantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”), the Lenders party hereto (constituting the Required Lenders, the Required First Out Lenders (as defined in the Agreement Among Lenders) and the Required Last Out Lenders (as defined in the Agreement Among Lenders)) and the Issuing Bank party hereto. RECITALS: WHEREAS, reference is hereby made to the Credit and Guaranty Agreement, dated as of December 11, 2024 (as amended by that certain Amendment No. 1 to Credit And Guaranty Agreement, dated as of September 9, 2025, and as further supplemented, amended and restated or otherwise modified from time to time and immediately prior to the Amendment No. 2 Effective Date (as defined below), the “Credit Agreement” and, as amended by this Agreement, the “Amended Credit Agreement”), by and among the Borrower, the Agent, each Lender and Issuing Bank from time to time party thereto, and the other parties party thereto (capitalized terms used but not defined herein having the meaning provided in the Amended Credit Agreement); WHEREAS, the Borrower wishes to amend certain provisions of the Credit Agreement as more specifically set forth herein; and WHEREAS, pursuant to Section 10.2 of the Credit Agreement, the Lenders party hereto have agreed to amend the Credit Agreement as set forth herein. NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows: Section 1. [Reserved]. Section 2. Credit Agreement Amendments. Effective as of the Amendment No. 2 Effective Date, the parties hereto agree the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on Exhibit A attached hereto. Section 3. Amendment No. 2 Effective Date Conditions. The effectiveness of this Agreement shall be subject to the satisfaction of each of the following conditions (the date of satisfaction or waiver of such conditions being referred to herein as the “Amendment No. 2 Effective Date”): (a) Execution. Counterparts of this Agreement shall have been executed and delivered by the Borrower, the other Loan Parties, the Agent, and the Lenders party hereto collectively constituting the Required Lenders, the Required First Out Lenders (as defined in the Agreement Among Lenders) and the Required Last Out Lenders (as defined in the Agreement Among Lenders); (b) Fees; Expenses. The Agent and the Required Lenders, as applicable, shall have received on or before the Amendment No. 2 Effective Date (or shall receive substantially concurrently with the consummation of the transactions contemplated hereby on the Amendment No. 2 Effective Date), to the extent invoiced at two (2) Business Day prior to the Amendment No. 2 Effective Date all fees and other amounts due and payable to the Agent or the Required Lenders, as applicable, on or prior to the Amendment

 -2- No. 2 Effective Date pursuant to the Loan Documents, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document (including, in the case of legal expenses, the expenses of Latham & Watkins LLP, Paul Hastings LLP and Arnold & Porter Kaye Scholer LLP); (c) Representations and Warranties. All of the representations and warranties of or on behalf of the Loan Parties contained in Section 4 hereof and set forth in the Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects ) on and as of the Amendment No. 2 Effective Date (in each case both immediately before and immediately after giving effect to this Agreement), except that (i) for purposes hereof, the representations and warranties contained in Section 3.4(a) of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 of the Amended Credit Agreement and (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in such manner as of such earlier date; (d) Other Documents. (i) The Required Lenders shall have received evidence that the documents pursuant to the JPMCB Revolving Credit Facility have been duly executed and delivered by each party thereto and are in full force and effect as of the Amendment No. 2 Effective Date and (ii) the Agent shall have entered into that certain Pari Passu Intercreditor Agreement, dated as of the Amendment No. 2 Effective Date (the “Specified Pari Passu Intercreditor Agreement”), by and among the Agent, JPMorgan Chase Bank, N.A. and the other parties thereto from time to time; (e) No Defaults. No Default or Event of Default has occurred and is continuing, or would immediately thereafter result from the entry into this Agreement; (f) Solvency Certificate. The Agent and the Blackstone Representative shall have received a Solvency Certificate dated as of the Amendment No. 2 Effective Date from a Financial Officer of the Borrower certifying as to the matters set forth therein as of the Amendment No. 2 Effective Date; and (g) Amendment No. 4 to Agreement Among Lenders. The Agent and the Blackstone Representative shall have received Amendment No. 4 to Agreement Among Lenders, dated as of the Amendment No. 2 Effective Date (the “AAL Amendment”), duly executed and delivered by each Lender party thereto and the Agent. Section 4. Representations and Warranties. Each Loan Party represents and warrants to the Agent, the Lenders and the Issuing Bank as follows: (a) each of the Borrower and its Restricted Subsidiaries (i) is duly organized or formed, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to (A) carry on its business as now conducted, and (iii) except where the failure to do so, individually or in the aggregate, has not resulted in and could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required; (b) the execution and delivery of this Agreement, and the performance by each Loan Party of this Agreement and the Credit Agreement, as amended hereby, (i) are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, equity holder action, (ii) do not violate any charter, by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries, (iii) except as has not had

 -3- and could not reasonably be expected to have a Material Adverse Effect, do not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (ii)), (iv) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries (other than the Liens created pursuant to the Collateral Documents) and (v) except as has not had and could not reasonably be expected to have a Material Adverse Effect, do not violate any applicable law or regulation or any order of any Governmental Authority; (c) no consent or approval of, registration or filing with, or any other action by, any Governmental Authority is necessary or required in connection with the execution and delivery of this Agreement or the performance by, or enforcement against, any Loan Party of this Agreement or the Credit Agreement, as amended hereby, except (i) such as have been obtained or made and are in full force and effect and (ii) for approvals, consents, registrations, filings or other actions, the failure of which to obtain or make has not had and could not reasonably be expected to have a Material Adverse Effect; (d) this Agreement has been duly executed and delivered by each Loan Party; (e) this Agreement and the Credit Agreement, as amended hereby, constitute the Borrower’s and each other Loan Party’s legal, valid and binding obligations, enforceable against the Borrower and each other Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity; and (f) immediately after giving effect to this Agreement, no Default or Event of Default will have occurred and be continuing or would result from the consummation of the transactions contemplated hereby. Section 5. Acknowledgments. The Borrower and each of the other Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. The Borrower and each of the other Loan Parties hereby consent to this Agreement and acknowledge that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as otherwise expressly contemplated hereby, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, or constitute a waiver of any provision of any of the Loan Documents. Section 6. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except as permitted by Section 10.2 of the Amended Credit Agreement. Section 7. Entire Agreement. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. On and after the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Agreement.

 -4- Section 8. Governing Law; WAIVER OF JURY TRIAL. (a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Section 9. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Section 10. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper- based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Section 11. Loan Document; No Novation. On and after the Amendment No. 2 Effective Date, this Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents (it being understood that for the avoidance of doubt this Agreement may be amended or waived solely by the parties hereto as set forth in Section 6 above). By its execution of this Agreement, each of the parties hereto acknowledges and agrees that the terms of this

 -5- Agreement do not constitute a novation, but, rather, a supplement of the terms of a pre-existing indebtedness and related agreement, as evidenced by the Credit Agreement. Section 12. Authorization of Agent. Each Lender party hereto hereby authorizes and directs the Agent to execute and deliver a counterpart to this Agreement, the Specified Pari Passu Intercreditor Agreement, and the AAL Amendment and acknowledges and agrees that Article IX of the Amended Credit Agreement (including Section 9.2 thereof) and Section 10.3(c) of the Amended Credit Agreement shall apply to any and all actions taken by the Agent in accordance with such direction. Section 13. Agreement Among Lenders. Effective as of the Amendment No. 2 Effective Date, each Lender party hereto (collectively constituting the Required First Out Lenders and Required Last Out Lenders) shall be deemed to have consented in accordance with paragraph 4 of Annex A to the Agreement Among Lenders to the amendments to the Credit Agreement contemplated by Section 2 hereof. [Signature pages to follow]

 [Signature Page to Amendment No. 2] IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above. DROPBOX, INC., as Borrower By: /s/ Ross Tennenbaum Name: Ross Tennenbaum Title: Chief Financial Officer DROPBOX HOLDING, LLC., as Guarantor By: /s/ Lisa Youel Name: Lisa Youel Title: Vice President and Treasurer DROPBOX INTERNATIONAL UNLIMITED COMPANY, as Guarantor By: /s/ Frances Coleman Name: Frances Coleman Title: Director

 [Signature Page to Amendment No. 2] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Agent By: /s/ Joseph B. Feil Name: Joseph B. Feil Title: Vice President

 [Signature Page to Amendment No. 2] BCRED BUSHNELL PEAK FUNDING LLC, as a Lender By: Blackstone Private Credit Fund, as sole member By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED CLO 2024-1 LLC, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED HAYDON PEAK FUNDING LLC, as a Lender By: Blackstone Private Credit Fund, as sole member By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BCRED MML CLO 2022-2 LLC, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED DENALI PEAK FUNDING LLC, as a Lender By: Blackstone Private Credit Fund, as sole member By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED MML CLO 2021-1 LLC, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BCRED MML CLO 2022-1 LLC, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BXSL CLO 2024-1 LLC, as a Lender By: Blackstone Secured Lending Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BXD SERIES PROGRAM I CURRENCY INVESTOR ASSETCO LP, as a Lender By: Blackstone Senior Direct Lending ICAV GP LLC, its general partner By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BXD MAGNOLIA SERIES SPV LP, as a Lender By: Blackstone Senior Direct Lending Magnolia GP LLC, its general partner By: BXD Series Program I Levered Investor AssetCo LP, its manager By Blackstone Senior Direct Lending ICAV GP LLC, its general partner By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BLACKSTONE CREDIT ORCHID FUND II LP, as a Lender By: GSO Orchid Associates LLC, its general partner By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BLACKSTONE CREDIT ORCHID FUND III LP, as a Lender By: GSO Orchid Associates LLC, its general partner By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BLACKSTONE CREDIT SERIES FUND-C LP – SERIES A BLACKSTONE CREDIT SERIES FUND-C LP – SERIES B BLACKSTONE CREDIT SERIES FUND-C LP – SERIES C, each as a Lender By: Blackstone Credit Series Fund-C Associates LLC, its general partner By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BLACKSTONE MULTI-ASSET CREDIT HOLDINGS LP, as a Lender By: Blackstone Multi-Asset Credit Associates LLC, its general partner By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BLACKSTONE PRIVATE CREDIT FUND, as a Lender By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BCRED CLO 2023-1 LLC, each as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED CLO 2025-1 LLC, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BCRED LENDER FINANCE 2025-1 LLC, as a Lender By: Blackstone Private Credit Fund, as collateral manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED BISON PEAK FUNDING LLC, as a Lender By: Blackstone Private Credit Fund, as sole member By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BCRED MIDDLE PEAK FUNDING LLC, as a Lender By: Blackstone Private Credit Fund, as sole member By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED MONARCH PEAK FUNDING LLC, as a Lender By: Blackstone Private Credit Fund, as sole member By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BLACKSTONE PRIVATE MULTI-ASSET CREDIT AND INCOME FUND, as a Lender By: Blackstone Private Credit Strategies LLC, its investment advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BLACKSTONE SECURED LENDING FUND, as a Lender By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BXD SERIES PROGRAM I LEVERED INVESTOR ASSETCO LP, as a Lender By: Blackstone Senior Director Lending ICAV GP LLC, its general partner By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BXD SERIES PROGRAM I UNLEVERED INVESTOR ASSETCO LP, as a Lender By: Blackstone Senior Director Lending ICAV GP LLC, its general partner By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] EMERALD MIMOSA FUNDING LP, as a Lender By: Emerald Mimosa Funding GP LLC, its general partner By: Emerald Aggregator Funding LP, its manager By: Emerald Aggregator Funding GP LLC, its general partner By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory EMERALD DIRECT LENDING 3 LP, as a Lender By: Blackstone Private Credit Strategies LLC, its investment advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED CLO 2024-2 LLC, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BCRED CLO 2026-1 LLC, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED LENDER FINANCE 2025-2 LLC, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BCRED PC STATIC 2026-1 LLC, as a Lender By: Blackstone Private Credit Fund, as Designated Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BCRED RAMSEY PEAK FUNDING LP, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory BCRED SONORA PEAK FUNDING LP, as a Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors LLC, as Sub- Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BLACKSTONE HOLDINGS FINANCE CO. L.L.C., as a Lender By: /s/ Joe Rocco Name: Joe Rocco Title: Managing Director and Treasurer

 [Signature Page to Amendment No. 2] BX THAMES S.À. R.L., as a Lender By: /s/ Tony Whiteman Name: Tony Whiteman Title: Category A Manager By: Name: Title: Category B Manager

 [Signature Page to Amendment No. 2] BX THAMES S.À. R.L., as a Lender By: Name: Title: Category A Manager By: /s/ Jack Leary Name: Jack Leary Title: Category B Manager

 [Signature Page to Amendment No. 2] BX LOMOND S.À. R.L., as a Lender By: /s/ Tony Whiteman Name: Tony Whiteman Title: Category A Manager By: Name: Title: Category B Manager

 [Signature Page to Amendment No. 2] BX LOMOND S.À. R.L., as a Lender By: Name: Title: Category A Manager By: /s/ Jack Leary Name: Jack Leary Title: Category B Manager

 [Signature Page to Amendment No. 2] WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank and a Lender By: /s/ Nathan Paouncic Name: Nathan Paouncic Title: Managing Director

 [Signature Page to Amendment No. 2] ROYAL BANK OF CANADA, as a Lender By: /s/ Staci Sunshine Gola Name: Staci Sunshine Gola Title: Authorized Signatory

 [Signature Page to Amendment No. 2] BANK OF AMERICA, N.A., as a Lender By: /s/ Patrick Martin Name: Patrick Martin Title: Managing Director

 EXHIBIT A Amended Credit Agreement [See attached.]

 Execution VersionExhibit A US-DOCS\163281956.10 CREDIT AND GUARANTY AGREEMENT dated as of December 11, 2024, as amended by Amendment No. 1 to Credit and Guaranty Agreement, dated as of September 9, 2025 and Amendment No. 2 to Credit and Guaranty Agreement, dated as of June 1, 2026 among DROPBOX, INC., as Borrower The Guarantors Party Hereto, The Lenders and Issuing Bank Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent ___________________ Blackstone Alternative Credit Advisors LP, as Lead Arranger and Lead Structuring Agent and Wells Fargo Securities, LLC, as Joint Arranger ___________________

 -i- US-DOCS\163281956.10 Table of Contents Page ARTICLE I DEFINITIONS ............................................................................................................1 Section 1.1 Defined Terms ..................................................................................................1 Section 1.2 Classification of Loans and Borrowings.........................................................49 Section 1.3 Terms Generally .............................................................................................49 Section 1.4 Accounting Terms; GAAP .............................................................................50 Section 1.5 Certain Calculations and Tests .......................................................................50 Section 1.6 Electronic Execution of Documents ...............................................................51 Section 1.7 Divisions .........................................................................................................52 Section 1.8 Interest Rate; Benchmark Notification ...........................................................52 Section 1.9 Letter of Credit Amounts................................................................................52 ARTICLE II THE CREDITS.........................................................................................................53 Section 2.1 Commitments..................................................................................................53 Section 2.2 Loans and Borrowings....................................................................................53 Section 2.3 [Reserved].......................................................................................................54 Section 2.4 Letters of Credit. .............................................................................................54 Section 2.5 Requests for Borrowings ................................................................................58 Section 2.6 Funding of Borrowings...................................................................................59 Section 2.7 Interest Elections ............................................................................................59 Section 2.8 Termination and Reduction of Commitments ................................................60 Section 2.9 Repayment of Loans; Evidence of Debt .........................................................61 Section 2.10 Prepayment of Loans ....................................................................................62 Section 2.11 Fees ...............................................................................................................64 Section 2.12 Interest ..........................................................................................................65 Section 2.13 Alternate Rate of Interest..............................................................................66 Section 2.14 Increased Costs .............................................................................................69 Section 2.15 Break Funding Payments ..............................................................................69 Section 2.16 Taxes.............................................................................................................70 Section 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs ....................73 Section 2.18 Mitigation Obligations; Replacement of Lenders.........................................75 Section 2.19 Incremental Term Commitments ..................................................................75 Section 2.20 Extension of Maturity Date ..........................................................................78 Section 2.21 Defaulting Lenders .......................................................................................80 ARTICLE III REPRESENTATIONS AND WARRANTIES.......................................................81 Section 3.1 Organization; Powers......................................................................................81 Section 3.2 Authorization; Enforceability .........................................................................81 Section 3.3 Governmental Approvals; No Conflicts .........................................................81 Section 3.4 Financial Condition; No Material Adverse Change .......................................82 Section 3.5 Properties ........................................................................................................82 Section 3.6 Litigation and Environmental Matters............................................................82

 -ii- US-DOCS\163281956.10 Section 3.7 Compliance with Laws and Agreements ........................................................83 Section 3.8 Investment Company Status ...........................................................................83 Section 3.9 Taxes...............................................................................................................83 Section 3.10 ERISA...........................................................................................................83 Section 3.11 Disclosure .....................................................................................................84 Section 3.12 Subsidiaries...................................................................................................85 Section 3.13 Anti-Terrorism Laws; USA Patriot Act........................................................85 Section 3.14 Anti-Corruption Laws and Sanctions ...........................................................85 Section 3.15 Margin Stock ................................................................................................85 Section 3.16 Solvency .......................................................................................................85 Section 3.17 Immaterial Subsidiaries ................................................................................86 Section 3.18 Collateral Documents ...................................................................................86 Section 3.19 EEA Financial Institution .............................................................................86 Section 3.20 FinCEN.........................................................................................................86 ARTICLE IV CONDITIONS........................................................................................................86 Section 4.1 Initial Credit Extension...................................................................................86 Section 4.2 Each Credit Extension ....................................................................................88 ARTICLE V AFFIRMATIVE COVENANTS..............................................................................89 Section 5.1 Financial Statements; Other Information; Quarterly Conference Calls .........89 Section 5.2 Notices of Material Events .............................................................................91 Section 5.3 Existence; Conduct of Business......................................................................91 Section 5.4 Payment of Taxes ...........................................................................................91 Section 5.5 Maintenance of Properties; Insurance ............................................................91 Section 5.6 Books and Records; Inspection Rights ...........................................................92 Section 5.7 ERISA-Related Information ...........................................................................92 Section 5.8 Compliance with Laws and Agreements ........................................................93 Section 5.9 Use of Proceeds ..............................................................................................93 Section 5.10 Additional Guarantors ..................................................................................93 Section 5.11 Further Assurances .......................................................................................94 Section 5.12 Designation of Restricted and Unrestricted Subsidiaries .............................94 Section 5.13 Post-Closing Obligations.. ............................................................................96 ARTICLE VI NEGATIVE COVENANTS...................................................................................96 Section 6.1 Indebtedness ...................................................................................................96 Section 6.2 Liens .............................................................................................................100 Section 6.3 Fundamental Changes; Assets Sales; Changes in Business .........................101 Section 6.4 Restricted Payments......................................................................................103 Section 6.5 Restrictive Agreements.................................................................................104 Section 6.6 Transactions with Affiliates..........................................................................105 Section 6.7 Investments ...................................................................................................105 Section 6.8 Limitations on Prepayments; Modifications of Debt Instruments and Organizational Documents. .....................................................................107

 -iii- US-DOCS\163281956.10 Section 6.9 Limitation on Changes in Fiscal Years.........................................................108 ARTICLE VII GUARANTY.......................................................................................................109 Section 7.1 Guaranty of the Obligations..........................................................................109 Section 7.2 Payment by Guarantors.................................................................................109 Section 7.3 Liability of Guarantors Absolute ..................................................................109 Section 7.4 Waivers by Guarantors .................................................................................111 Section 7.5 Guarantors’ Rights of Subrogation, Contribution, Etc .................................112 Section 7.6 Subrogation of Other Obligations.................................................................112 Section 7.7 Continuing Guaranty ....................................................................................113 Section 7.8 Authority of Guarantors or the Borrower .....................................................113 Section 7.9 Financial Condition of the Borrower............................................................113 Section 7.10 Bankruptcy, Etc ..........................................................................................113 Section 7.11 Excluded Swap Obligations........................................................................114 ARTICLE VIII EVENTS OF DEFAULT ...................................................................................114 ARTICLE IX THE AGENT ........................................................................................................118 Section 9.1 Authorization and Action .............................................................................118 Section 9.2 Administrative Agent’s Reliance, Limitation of Liability, Etc. ...................121 Section 9.3 The Administrative Agent Individually........................................................123 Section 9.4 Successor Administrative Agent...................................................................123 Section 9.5 Acknowledgments of Lenders and Issuing Bank .........................................125 Section 9.6 Collateral Matters .........................................................................................125 Section 9.7 Credit Bidding ..............................................................................................126 Section 9.8 Erroneous Payments. ....................................................................................127 Section 9.9 Letter of Credit Facility. ...............................................................................129 ARTICLE X MISCELLANEOUS ..............................................................................................130 Section 10.1 Notices ........................................................................................................130 Section 10.2 Waivers; Amendments................................................................................131 Section 10.3 Expenses; Indemnity; Damage Waiver ......................................................133 Section 10.4 Successors and Assigns ..............................................................................135 Section 10.5 Survival.......................................................................................................141 Section 10.6 Integration...................................................................................................141 Section 10.7 Severability .................................................................................................141 Section 10.8 Right of Setoff ............................................................................................141 Section 10.9 Governing Law; Jurisdiction; Consent to Service of Process ....................142 Section 10.10 WAIVER OF JURY TRIAL ....................................................................142 Section 10.11 Headings ...................................................................................................143 Section 10.12 Confidentiality ..........................................................................................143 Section 10.13 Interest Rate Limitation ............................................................................144 Section 10.14 No Advisory or Fiduciary Responsibility.................................................144 Section 10.15 Counterparts; Integration; Effectiveness, Electronic Execution...............145

 -iv- US-DOCS\163281956.10 Section 10.16 USA PATRIOT Act and Beneficial Ownership.......................................146 Section 10.17 Release of Liens and Guarantors ..............................................................146 Section 10.18 Acknowledgment and Consent to Bail-In of Affected Financial Institutions .................................................................................................................147 Section 10.19 Conversion of Currencies .........................................................................148 Section 10.20 Acknowledgment Regarding Any Supported QFCs.................................148 Section 10.21 Keepwell ...................................................................................................149 Section 10.22 Certain ERISA Matters.............................................................................149

 -v- US-DOCS\163281956.10 SCHEDULES Schedule 2.1 Commitments Schedule 5.13 Post-Closing Obligations EXHIBITS Exhibit A -- Form of Assignment and Assumption Exhibit B -- Form of Borrowing Request Exhibit C -- Form of Interest Election Request Exhibit D -- Form of Term Loan Note Exhibit E -- Form of Security Agreement Exhibit F -- Form of Compliance Certificate Exhibit G -- [Reserved] Exhibit H -- Form of Counterpart Agreement Exhibit I -- Form of Solvency Certificate Exhibit J-1 U.S. Tax Compliance Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit J-2 U.S. Tax Compliance Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit J-3 U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit J-4 U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit K -- Form of Secured Party Designation Notice Exhibit L -- Form of Issuance Notice

 Execution VersionExhibit A US-DOCS\163281956.10 CREDIT AND GUARANTY AGREEMENT dated as of December 11, 2024, among DROPBOX, INC., as Borrower, the GUARANTORS party hereto, the LENDERS and ISSUING BANK party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent. The Borrower (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) has requested that the Lenders extend credit to the Borrower in the form of (a) Initial Term Loans on the Closing Date in an aggregate principal amount of $1,000,000,000, (b) Delayed Draw Term Loan Commitments to be available after the Closing Date in an aggregate principal amount of $1,000,000,000, (c) Letter of Credit commitments to be available after the Closing Date in an amount not to exceed $35,000,000 and (d) 2025-1 Delayed Draw Term Loan Commitments to be available after the Amendment No. 1 Effective Date in aggregate principal amount of $700,000,000. The proceeds of borrowings and Letters of Credit hereunder are to be used for the purposes described in Section 5.9. On the Closing Date, the Lenders agreed to establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: “2025-1 Delayed Draw Term Loan” has the meaning specified in Section 2.1. “2025-1 Delayed Draw Term Loan Facility” means the 2025-1 Delayed Draw Term Loan Commitments and the 2025-1 Delayed Draw Term Loans made thereunder. “2025-1 Delayed Draw Term Loan Funding Date” has the meaning specified in Section 2.1 “2025-1 Delayed Draw Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make 2025-1 Delayed Draw Term Loans hereunder, in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Exhibit C to Amendment No. 1 under the heading “2025-1 Delayed Draw Term Loan Commitment”, as such commitment may be (a) reduced from time to time pursuant to Section 2.8 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 2.20 or Section 10.4. The aggregate amount of the Lenders’ 2025-1 Delayed Draw Term Loan Commitments as of the Amendment No. 1 Effective Date is $700,000,000. “2025-1 Delayed Draw Term Loan Commitment Termination Date” means the earliest to occur of (a) the Maturity Date with respect to the 2025-1 Delayed Draw Term Loans, (b) the date the 2025-1 Delayed Draw Term Loan Commitments are permanently reduced to zero pursuant to Section 2.8, (c) the date of the termination of the 2025-1 Delayed Draw Term Loan Commitments pursuant to Article VIII , (d) the 2025-1 Delayed Draw Term Loan Funding Date and (e) March 15, 2026. “2026 Refinancing Account” means a segregated account established by the Borrower that is (i) maintained for the sole purpose of repaying, prepaying, repurchasing, redeeming, or settling upon

 -2- US-DOCS\163281956.10 conversion, as applicable, the Existing 2026 Convertible Notes and (ii) subject to a customary escrow agreement permitting release of the funds therein solely for the purpose described in the foregoing clause (i) (provided, that such escrow agreement shall allow release of any funds in such account upon repayment in full of the Existing 2026 Convertible Notes). “2026 Refinancing Funds” means cash and Cash Equivalents maintained in the 2026 Refinancing Account in an aggregate amount, as of any date of determination, not exceeding the aggregate amount of Existing 2026 Convertible Notes then outstanding. “2028 Refinancing Account” means a segregated account established by the Borrower that is (i) maintained for the sole purpose of repaying, prepaying, repurchasing, redeeming, or settling upon conversion, as applicable, the Existing 2028 Convertible Notes and (ii) subject to a customary escrow agreement permitting release of the funds therein solely for the purpose described in the foregoing clause (i) (provided, that such escrow agreement shall allow release of any funds in such account upon repayment in full of the Existing 2028 Convertible Notes). “2028 Refinancing Funds” means cash and Cash Equivalents maintained in the 2028 Refinancing Account in an aggregate amount, as of any date of determination, not exceeding the aggregate amount of Existing 2028 Convertible Notes then outstanding. “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. “Acquisition” means any transaction or series of related transactions resulting in the acquisition by the Borrower or any of its Restricted Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person. “Adjusted Daily Simple SOFR” means, with respect to any Borrowing, an interest rate per annum equal to the Daily Simple SOFR; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. “Adjusted Term SOFR Rate” means, with respect to any Borrowing for any Interest Period, an interest rate per annum equal to the Term SOFR Rate for such Interest Period; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. “Administrative Agent” means Wilmington Trust, National Association, in its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent. “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

 -3- US-DOCS\163281956.10 “Agent” means each of the Administrative Agent and the Collateral Agent. “Agent Fee Letter” means that certain fee letter, dated as of the Closing Date, by and between the Borrower and the Agents. “Agreement” means this Credit and Guaranty Agreement, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time. “Agreement Among Lenders” means that certain Agreement Among Lenders, dated as of the Closing Date, by and among the First Out Creditors (as defined therein), the Last Out Lenders (as defined therein), the Initial First Lien Representative (as defined therein), the Administrative Agent and the Borrower. “Agreement Currency” has the meaning set forth in Section 10.19(b). “All-In Yield” shall mean, as to any Indebtedness, the effective yield thereof, as reasonably determined by the Blackstone Representative in consultation with the Borrower and consistent with generally accepted finance practices, taking into account the interest rate, margin, original issue discount, credit spread adjustment, upfront fees or any applicable benchmark “floor”; provided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees, underwriting fees or other fees not paid to all providers of such Indebtedness. For the avoidance of doubt, the Agents shall not be required to calculate All-In Yield. “Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for an Interest Period of 1 month plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.13 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.13(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.75%, such rate shall be deemed to be 1.75% for purposes of this Agreement. “Alternative Currency” means any currency approved in writing by Issuing Bank. “Amendment No. 1” means the Amendment No. 1 to Credit and Guaranty Agreement, dated as of September 9, 2025, by and among, the Borrower, the Guarantors party thereto, the Agents, the 2025-1 Delayed Draw Term Loan Lenders (as defined therein), the other Lenders (constituting not less than the Required Lenders) and Issuing Banks party thereto. “Amendment No. 1 Effective Date” means September 9, 2025. “Amendment No. 2” means the Amendment No. 2 to Credit and Guaranty Agreement, dated as of June 1, 2026, by and among, the Borrower, the Guarantors party thereto, the Agents, the other Lenders and Issuing Banks party thereto. “Amendment No. 2 Effective Date” means June 1, 2026.

 -4- US-DOCS\163281956.10 “Ancillary Document” has the meaning set forth in Section 10.15(b). “Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering. “Applicable Creditor” has the meaning set forth in Section 10.19(b). “Applicable ECF Percentage” means, for any Excess Cash Flow Period, (i) for the Excess Cash Flow Periods ending December 31, 2025 and December 31, 2026, (a) if the Consolidated Secured Leverage Ratio for the four (4) fiscal quarter period ending as of the last day of such Excess Cash Flow Period is greater than 3.50:1.00, 50.0% and (b) if the Consolidated Secured Leverage Ratio for the four (4) fiscal quarter period ending as of the last day of such Excess Cash Flow Period is less than or equal to 3.50:1.00, 0.0%, and (ii) for each Excess Cash Flow Period thereafter, (a) if the Consolidated Secured Leverage Ratio for the four (4) fiscal quarter period ending as of the last day of such Excess Cash Flow Period is greater than 4.00:1.00, 100.0%, (b) if the Consolidated Secured Leverage Ratio for the four (4) fiscal quarter period ending as of the last day of such Excess Cash Flow Period is less than or equal to 4.00:1.00 and greater than 3.00:1.00, 75.0%, (c) if the Consolidated Secured Leverage Ratio for the four (4) fiscal quarter period ending as of the last day of such Excess Cash Flow Period is less than or equal to 3.00:1.00 and greater than 1.00:1.00, 50.0% and (d) if the Consolidated Secured Leverage Ratio for the four (4) fiscal quarter period ending as of the last day of such Excess Cash Flow Period is less than or equal to 1.00:1.00, 0.0%. “Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. “Applicable Prepayment Period Commencement Date” means, (x) with respect to any Initial Term Loans and Delayed Draw Term Loans, the Closing Date and (y) with respect to any 2025-1 Delayed Draw Term Loans, the Amendment No. 1 Effective Date. “Applicable Rate” means, for any day, (a) with respect to any Term Benchmark Loan or any RFR Loan, 3.75% per annum, and (b) with respect to any ABR Loan, 2.75% per annum. “Application” means an application or agreement, in a form as Issuing Bank may specify as the form for use by its customers from time to time, executed and delivered by the Borrower to the Administrative Agent and Issuing Bank, requesting Issuing Bank to issue a Letter of Credit. “Approved Fund” has the meaning set forth in Section 10.4. “Arrangers” means, collectively, (x) Blackstone Credit, in its capacity as lead arranger and lead structuring agent, including for the 2025-1 Delayed Draw Term Loan Facility, and (y) Wells Fargo Securities, LLC, in its capacity as joint arranger, other than for the 2025-1 Delayed Draw Term Loan Facility. “Asset Sale” means a sale, lease (as lessor or sublessor), sale and leaseback, license (as licensor or sublicensor), exchange, transfer or other disposition to, any Person, in one transaction or a series of transactions, of all or any part of the Borrower’s or any of its Restricted Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including the Equity Interests of any of the Borrower’s Subsidiaries, other

 -5- US-DOCS\163281956.10 than: (a) inventory (or other assets, including intangible assets) sold, leased or licensed out in the ordinary course of business (provided, that subleases of any office locations shall be deemed in the ordinary course of business, including, any subleasing pursuant to the Borrower’s “virtual first work” model as publicly disclosed in its periodic filings with the Securities and Exchange Commission), (b) obsolete, surplus or worn-out property, (c) sales or other dispositions of Cash Equivalents for the fair market value thereof, (d) dispositions of property (including the sale of any Equity Interest owned by such Person) from (i) any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor or to any Loan Party or (ii) any Loan Party to any other Loan Party, (e) dispositions of property in connection with casualty or condemnation events, (f) dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business, (g) dispositions of property to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the proceeds of such disposition are promptly applied to the purchase price of such replacement property, (h) to the extent constituting dispositions, (i) Liens permitted by Section 6.2, (ii) mergers, consolidations, liquidations or dissolutions permitted by Section 6.3(a), (iii) Restricted Payments permitted by Section 6.4, (iv) Investments permitted by Section 6.7 and (v) Restricted Debt Payments permitted by Section 6.8(a), (i) Permitted IP Transfers, (j) dispositions of assets acquired in connection with (or owned by a Person that is acquired in connection with) an Acquisition for the fair market value thereof (as determined in good faith by the Borrower), (k) any other sale, lease, sale and leaseback, license, exchange, transfer or other disposition of assets or properties (other than Material IP) for fair market value (as determined in good faith by the Borrower); provided that (i) no Default or Event of Default exists at the time of or would result from such disposition and (ii) the sum of (A) the aggregate consideration received or to be received in respect of such disposition plus (B) the aggregate consideration received or to be received in respect of all other dispositions effected in reliance on this clause (k) prior to or concurrently with such disposition shall not exceed 20% of Consolidated Adjusted EBITDA determined on a pro forma basis as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b) at the time of such disposition, (l) the unwinding of any Swap Agreement permitted hereunder or any Permitted Call Spread Transaction permitted hereunder, in each case, to the extent that such unwinding otherwise constitutes an Asset Sale, (m) any other sale, lease, sale and leaseback, license, exchange, transfer or other disposition of assets or properties by a Foreign Subsidiary that is not a Loan Party to a Loan Party or another

 -6- US-DOCS\163281956.10 Foreign Subsidiary, subject to compliance, in the case of any such disposition of Intellectual Property, with the requirements set forth in clauses (c), (d) and (e) of the definition of Permitted IP Transfer, (n) the abandonment, lapse, expiration or other disposition, in each case in the ordinary course of business, of Intellectual Property, whether now or hereafter owned or licensed or acquired in connection with an Acquisition or other permitted Investment that is, in the reasonable business judgment of the Borrower, no longer material or useful in or to the business of the Borrower and the Restricted Subsidiaries, (o) any sale and leaseback transactions in connection with the incurrence of any Indebtedness permitted by Section 6.1(b), so long as such sale and leaseback transaction is consummated within one hundred eighty (180) days after the acquisition, construction or improvement of the assets subject to such sale and leaseback transaction, (p) any other sale, license, exchange, transfer or other disposition of assets or properties consummated in connection with a Permitted Tax Restructuring, (q) licenses, sublicenses, leases or subleases granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and (r) non-exclusive licenses granted in the ordinary course of business. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.4), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic records generated by use of an electronic platform) approved by the Administrative Agent. “ASU 842” has the meaning set forth in the definition of “Capital Lease Obligations”. “Auto-Extension Letter of Credit” has the meaning set forth in Section 2.4(a). “Availability Period” means the period from and including the Closing Date to but excluding the Commitment Termination Date. “Available Amount” means on any date of determination (the “Available Amount Reference Date”), an amount determined on a cumulative basis equal to the sum of (without duplication): (a) the greater of (i) $150,000,000 and (ii) 15% of Consolidated Adjusted EBITDA as of the last day of the most recently ended four (4) fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b); plus (b) an amount (which shall not be less than zero) equal to the Retained Excess Cash Flow Amount; plus (c) the aggregate amount of any net cash proceeds received by the Borrower after the Closing Date from any issuance of Equity Interests of Borrower (other than Disqualified Equity Interests); minus (d) the aggregate amount of Restricted Payments made using the Available Amount

 -7- US-DOCS\163281956.10 pursuant to Section 6.4(m) (without taking account of the intended usage of the Available Amount on such Available Amount Reference Date). “Available Amount Reference Date” has the meaning set forth in the definition of “Available Amount”. “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement 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 clause (e) of Section 2.13. “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Bankruptcy Code” means Chapter 11 of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder. “Benchmark” means, initially, with respect to any (i) Term Benchmark Loan, the Term SOFR Rate or (ii) RFR Loan, the Daily Simple SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.13. “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that (x) can be determined by the Administrative Agent (acting at the direction of the Blackstone Representative) for the applicable Benchmark Replacement Date and (y) is administratively feasible as determined by the Administrative Agent: (1) the Adjusted Daily Simple SOFR; (2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent (acting at the direction of the Blackstone Representative) and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment.

 -8- US-DOCS\163281956.10 If the Benchmark Replacement as determined pursuant to clause (1) or (2) 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” means, 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 or zero) that has been selected by the Administrative Agent (acting at the direction of the Blackstone Representative) and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) 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 on the applicable Benchmark Replacement Date and/or (ii) 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 dollar-denominated syndicated credit facilities at such time; provided, that any Benchmark Replacement Adjustment shall be administratively feasible as determined by the Administrative Agent. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent (acting at the direction of the Blackstone Representative) decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the 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 (acting at the direction of the Blackstone Representative) determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent (acting at the direction of the Blackstone Representative) decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents and that is administratively feasible as determined by the Administrative Agent). “Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to the then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) 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 (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such

 -9- US-DOCS\163281956.10 date. For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to the then-current Benchmark: (1) 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); (2) 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 NYFRB, the CME Term SOFR 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 administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13. “Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

 -10- US-DOCS\163281956.10 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Beneficiary” means each Agent, Arranger, Issuing Bank, Lender and Lender Counterparty. “Benefit Plans” 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”. “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. § 1841(k)) of such party. “Blackstone Credit” means Blackstone Alternative Credit Advisors LP. “Blackstone Credit Entities” means Blackstone Credit, any of its Affiliates, and shall include, without limitation, any funds, accounts and clients managed, advised or sub-advised by Blackstone Credit or any of its respective Affiliates, and any of their respective controlled Affiliates, as the context may require, and any warehouse entity. “Blackstone Representative” means Blackstone Credit, and after the Closing Date, any successor or assign that is a Blackstone Credit Entity appointed by the previous Blackstone Credit Entity that fulfilled the role as Blackstone Representative hereunder, effective after five Business Days’ advance written notice of such appointment to the Borrower and the Administrative Agent; provided, that if no Lender under this Agreement is a Blackstone Credit Entity, then “Blackstone Representative” shall mean a Lender appointed by the Required Lenders and notified to the Administrative Agent to fulfill the role as the Blackstone Representative with the consent of the Borrower or, in the absence of any such appointment, shall mean the Required Lenders. “Board” means the Board of Governors of the Federal Reserve System of the United States of America (or any successor). “Board of Directors” means the board of directors or comparable governing body of the Borrower, or any committee thereof duly authorized to act on its behalf. “Bona Fide Debt Fund” means any fund or investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course. “Borrower” means Dropbox, Inc., a Nevada corporation. “Borrowing” means Loans of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect. “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.5. “Business Credit Card Obligations” means obligations incurred by the Borrower or its Restricted Subsidiaries in the ordinary course of business under a commercial credit card or purchasing card program.

 -11- US-DOCS\163281956.10 “Business Day” means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be (a) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan and (b) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is only a U.S. Government Securities Business Day. “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) 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; provided that, any obligations relating to a lease that was or would have been accounted for by such Person as an operating lease for purposes of GAAP prior to the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842) and any interpretations thereof (“ASU 842”) shall continue to be accounted for as operating leases and not as Capital Lease Obligations for purposes of all financial definitions, calculations and covenants (other than delivery of financial statements prepared in accordance with GAAP) for purpose of this Agreement notwithstanding the fact that such obligations are required in accordance with ASU 842 to be treated as capitalized lease obligations in accordance with GAAP in the financial statements to be delivered pursuant to the Loan Documents. For purposes of Section 6.2, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee. “Cash Equivalents” means: (1) Dollars, or money in other currencies received in the ordinary course of business, (2) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding one year from the date of acquisition, (3) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any State thereof having capital, surplus and undivided profits in excess of $500,000,000 whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by Moody’s, (4) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above, (5) commercial paper rated at least P-1 by Moody’s or A-1 by S&P and maturing within one year after the date of acquisition, (6) securities with maturities of one year or less from the date of acquisition which (or the issuer of which) are rated at least A or A-1 by S&P or A2 or P-1 by Moody’s, (7) money market funds at least 90% of the assets of which consist of investments of the type described in clauses (1) through (6) above,

 -12- US-DOCS\163281956.10 (8) Investments made pursuant to the Borrower’s investment policy as approved by the Board of Directors as in effect on, and provided to the Lenders on or prior to, the Closing Date, and as may be amended, supplemented or otherwise modified by the Board of Directors in a manner reasonably satisfactory to the Administrative Agent (acting at the direction of the Blackstone Representative), and (9) in the case of any Foreign Subsidiary, instruments and investments of the type and maturity described in clause (1) through (8) above denominated in any foreign currency that are comparable in investment quality to those referred to above and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes. “Cash Management Services” means (a) treasury management services (including controlled disbursements, zero balance arrangements, cash sweeps, automated clearinghouse transactions, return items, overdrafts, temporary advances, interest and fees and interstate depository network services) provided to the Borrower or any of its Restricted Subsidiaries and (b) commercial credit card and purchasing card services provided to the Borrower or any of its Restricted Subsidiaries. “Cash Management Services Agreement” means any agreement with respect to the provision of Cash Management Services to the Borrower or any of its Restricted Subsidiaries. “Casualty Event Receipt” shall mean the receipt by (or on account of) the Borrower or any Restricted Subsidiary of proceeds of casualty insurance (excluding proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation awards (and payments in lieu thereof). “Change in Control” means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act and the rules of the Securities and Exchange Commission thereunder), other than the Permitted Holders, of Equity Interests in the Borrower representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the Borrower. “Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Charges” has the meaning set forth in Section 10.13. “Closing Date” means the date on which the conditions precedent set forth in Sections 4.1 and 4.2 shall have been satisfied, which date shall have occurred on December 11, 2024. “CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

 -13- US-DOCS\163281956.10 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. “Collateral” means, collectively, all of the property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations. “Collateral Agent” means Wilmington Trust, National Association, in its capacity as collateral agent for the Lenders, or any successor collateral agent. “Collateral Documents” means the Security Agreement, the Intellectual Property Security Agreements and all other instruments, documents and agreements delivered by or on behalf of any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to, or perfect in favor of, the Collateral Agent, for the benefit of the Lenders and other Secured Parties, a Lien on any Collateral of that Loan Party as security for the Obligations. “Commitment” means, (a) with respect to each Lender, the commitment of such Lender to make Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Loans hereunder, as such commitment may be (i) reduced from time to time pursuant to Section 2.8, (ii) increased from time to time pursuant to Section 2.19 and (iii) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 2.20 or Section 10.4 and (b) with respect to Issuing Bank, the Letter of Credit Commitment. The aggregate amount of the Lenders’ and Issuing Bank’s Commitments as of the Closing Date was $2,035,000,000. The aggregate amount of the Lenders’ and Issuing Bank’s Commitments as of the Amendment No. 1 Effective Date is $1,735,000,000. “Commitment Date” has the meaning set forth in Section 2.19(b). “Commitment Termination Date” means the earlier to occur of (a) the Maturity Date and (b) the date of the termination of the Commitments pursuant to Article VIII. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Common Stock” means the Class A Common Stock, par value $0.00001 per share, of the Borrower. “Competitors” has the meaning set forth in the definition of “Disqualified Lender”. “Communications” has the meaning set forth in Section 10.1(c). “Consenting Lender” has the meaning set forth in Section 2.20(a). “Consolidated Adjusted EBITDA” means, for any period, (a) Consolidated Net Income for such period plus, (b) without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period (other than clause (xiv)), the sum of (i) provision for taxes based on income, profits or capital, including federal, foreign and state income, franchise, and similar taxes based on income, profits or capital paid or accrued (including in respect of repatriated funds),

 -14- US-DOCS\163281956.10 (ii) interest expense (other than the interest component of outstanding Capital Lease Obligations), amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), expenses associated with any loss from the early extinguishment of Indebtedness and expenses associated with the equity component of, and any mark-to-market losses with respect to convertible notes, (iii) depreciation and amortization expense, including amortization of deferred commissions, (iv) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (v) costs and expenses in connection with any pending or threatened litigation, administrative proceeding or investigation, including any settlement costs in connection therewith, (vi) expected “run rate” cost savings, operating expense reductions and cost saving synergies related to Acquisitions after the Closing Date that are reasonably identifiable and factually supportable and are projected by the Borrower in good faith to result from actions that have been taken or initiated or will be taken (in the good faith determination of the Borrower) within 24 months after such Acquisition is consummated; provided that such cost savings, operating expense reductions and cost savings synergies shall not exceed 25% of Consolidated Adjusted EBITDA (before giving effect to such adjustment) for any Measurement Period, (vii) transaction costs and expenses incurred or paid in connection with Acquisitions (including (i) third-party diligence costs and expenses and (ii) expenses relating to key employee holdback agreements), whether or not completed, (viii) any net loss incurred in such period from foreign currency exchanges, conversions, translations and/or contracts, (ix) any restructuring charges or other non-recurring or extraordinary charges or losses, in each case determined in accordance with GAAP to the extent GAAP is applicable to such determination, including any losses or charges with respect to terminations of real property leases, (x) non-cash stock option, restricted stock units and other equity-based compensation expenses, (xi) payroll tax expense related to stock option and other equity-based compensation expenses, (xii) any other non-cash charges, non-cash expenses or non-cash losses of the Borrower or any Restricted Subsidiaries for such period (including remeasurements of warrant liabilities and excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period), (xiii) costs, expenses, settlements and charges related to, arising out of or made in

 -15- US-DOCS\163281956.10 connection with legal proceedings, investigations and regulatory matters; provided that the amount that may be added back pursuant to this clause (xiii) shall not exceed 7.5% of Consolidated Adjusted EBITDA (before giving effect to such adjustment) for any Measurement Period, (xiv) adjustments relating to purchase price allocation accounting, (xv) fees and expenses directly related to the Transactions, the incurrence of any Indebtedness permitted hereunder (including Permitted Convertible Indebtedness), including any amendment, modification, restructuring or refinancing thereof, any Permitted Call Spread Transaction, the offering of any Equity Interests by the Borrower, any acquisition, Restricted Payment, investment or disposition transactions and any transfer or license of any Intellectual Property or intellectual property rights by the Borrower or any of its Subsidiaries to any Subsidiary of the Borrower, in each case whether or not completed, (xvi) any net loss from disposed, abandoned, transferred, closed or discontinued operations, (xvii) losses, charges or expenses of the Borrower or any Restricted Subsidiary incurred during such period to the extent reimbursed in cash by any Person (other than the Borrower or any of its Restricted Subsidiaries) during such period (or reasonably expected to be so reimbursed within one year of the end of such period to the extent not accrued); provided that (A) if not so reimbursed within such one year period, such unreimbursed expense or loss shall be subtracted in the subsequent calculation period or (B) if reimbursed in a subsequent period, such amount shall not be permitted to be added back in determining Consolidated Adjusted EBITDA for such subsequent period, (xviii) proceeds from any business interruption insurance to the extent not already included in Consolidated Net Income (including any such proceeds reasonably expected to be received by the Borrower or any of its Restricted Subsidiaries in a subsequent period and within one year of the underlying loss; provided, that if not so received within such one-year period, such amount shall be subtracted in the subsequent calculation period), (xix) (A) non-cash losses, expenses, charges and accruals resulting from the application of Accounting Standards Codification 805, (B) cash losses, expenses, charges and accruals with respect to earnouts, and (C) non-cash losses, expenses, charges and accruals resulting from the application of Accounting Standards Codification 350 (including impairment charges on intangibles and goodwill) and (D) non-cash losses, expenses, charges and accruals resulting from the application of Accounting Standards Codification 360, (xxixx) any non-cash loss attributable to the mark to market movement in the valuation of hedging obligations and other derivative instruments (including Swap Agreements), (xxiixxi) losses or expenses related to right of use assets expense and ASC 842, and (xxiiixxii) non-cash operating lease expense, provided, however, that (1) increases in deferred revenue for such period shall be added back to Consolidated Net Income in calculating Consolidated Adjusted EBITDA for such

 -16- US-DOCS\163281956.10 period, (2) decreases in deferred revenue for such period shall be subtracted from Consolidated Net Income in calculating Consolidated Adjusted EBITDA for such period and (3) cash payments made in such period or in any future period in respect of non-cash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated Adjusted EBITDA in the period when such payments are made, and minus, (c) to the extent included in the statement of such Consolidated Net Income for such period (and without duplication), the sum of (i) interest income, (ii) any extraordinary income or gains determined in accordance with GAAP, (iii) any income or gain from the early extinguishment of Indebtedness, (iv) any net income or gain incurred in such period from foreign currency exchanges, conversions, translations and/or contracts and (v) any net gain from disposed, abandoned, transferred, closed or discontinued operations; (vi) any non-cash gain attributable to the mark to market movement in the valuation of hedging obligations and other derivative instruments (including Swap Agreements); and (vii) any other non-cash income (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (xii) above or any such item that is non-cash during such period but the subject of a cash payment in a prior or future period), including for the avoidance of doubt, mark-to market gains in respect of convertible notes, all as determined on a consolidated basis. For all purposes of this Agreement, Consolidated Adjusted EBITDA (and any financial ratio that uses such term) will be determined on a pro forma basis to give effect to any Specified Transaction that has been consummated during the applicable period as if such Specified Transaction had been consummated on and as of the first day of such applicable period. “Consolidated Current Assets” means, at any date, all amounts that would be set forth opposite the caption “total current assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP, excluding (a) cash and Cash Equivalents, (b) amounts related to current or deferred taxes based on income or profits, (c) assets held for sale, (d) permitted loans to third parties, (e) pension assets, (f) deferred bank fees, (g) derivative financial instruments and (h) any assets in respect of Swap Agreements, and excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated Acquisitions. “Consolidated Current Liabilities” means, at any date, all amounts that would be set forth opposite the caption “total current liabilities” (or any like caption) on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP, but excluding (a) the current portion of any long-term debt and all revolving loans and derivative financial instruments, (b) the

 -17- US-DOCS\163281956.10 current portion of interest, (c) accruals for current or deferred taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves or severance, (e) revolving loans under this Agreement or any other revolving credit facility, (f) the current portion of any CapitalizedCapital Lease Obligation or operating or use lease obligations, (g) deferred revenue arising from cash receipts, (h) liabilities in respect of unpaid earn-outs, (i) the current portion of any other long-term liabilities, (j) accrued litigation settlement costs and (k) any liabilities in respect of Swap Agreements, and furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated Acquisition. “Consolidated Funded Debt” means, at any date, for the Borrower and its Restricted Subsidiaries on a consolidated basis, the aggregate principal amount of, without duplication, (i) all Indebtedness described in clause (a) of the definition of Indebtedness, (ii) all Indebtedness described in clause (b) of the definition of Indebtedness, to the extent such Indebtedness is not paid within thirty (30) days of becoming due, (iii) all Indebtedness described in clause (c) of the definition of Indebtedness, (iv) all Indebtedness consisting of obligations in respect of drawn letters of credit to the extent unreimbursed within three (3) Business Days of drawing thereunder and (v) all Guaranties of any Consolidated Funded Debt described in clause (i) through (iv) of this definition. “Consolidated Interest Coverage Ratio” means, at any date, the ratio of (a) Consolidated Adjusted EBITDA for the four fiscal quarter period ending as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b), to (b) Consolidated Interest Expense for the four fiscal quarter period ending as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b). “Consolidated Interest Expense” means, for any period, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of (a) total interest expense, together with any premium payments, with respect to all outstanding Consolidated Funded Debt and outstanding letters of credit and (b) the interest component of all outstanding Capital Lease Obligations, but excluding net payments (less net credits) under interest rate Swap Agreements to the extent such net payments are allocable to such period in accordance with GAAP, in each case, paid in cash during such period. “Consolidated Leverage Ratio” means, at any date, the ratio of (a) Consolidated Funded Debt on such date to (b) Consolidated Adjusted EBITDA for the four fiscal quarter period ending as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b). “Consolidated Net Income” means, for any period, the net income or loss of the Borrower and its Restricted Subsidiaries on a consolidated basis for such period, determined on a consolidated basis in conformity with GAAP; provided that there shall be excluded (a) the income of any Person that is not a consolidated Restricted Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to the Borrower or, subject to clauses (b) and (c) below, any consolidated Restricted Subsidiary during such period, (b) the income of, and any amounts referred to in clause (a) above paid to, any consolidated Restricted Subsidiary of the Borrower to the extent that, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such Restricted Subsidiary is not permitted without any prior approval of any Governmental Authority that has not been obtained or is not permitted by the operation of the terms of the organizational documents of such Restricted Subsidiary, any agreement or other instrument binding upon such Restricted Subsidiary or any law applicable to such Restricted Subsidiary, unless such restrictions with respect to the payment of cash dividends and other similar cash distributions have been legally and effectively waived, (c) the income or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Restricted Subsidiary that

 -18- US-DOCS\163281956.10 is not wholly owned by the Borrower to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such consolidated Restricted Subsidiary, (d) effects of adjustments related to the application of purchase accounting, and (e) the cumulative effect of all changes in accounting principles. “Consolidated Secured Leverage Ratio” means, at any date, the ratio of (a) Consolidated Funded Debt (excluding any Consolidated Funded Debt that is unsecured) on such date to (b) Consolidated Adjusted EBITDA for the four fiscal quarter period ending as of the last day of the most recently ended four fiscal quarter period for which financial statements have been or are required to be delivered pursuant to Section 5.1(a) or Section 5.1(b). “Consolidated Total Debt” of the Borrower and its Restricted Subsidiaries, on any date, means all Indebtedness of the Borrower and its Restricted Subsidiaries on such date, as would be required to appear as a liability on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries, prepared as of such date in accordance with GAAP. “Consolidated Working Capital” means, at any date, (a) Consolidated Current Assets on such date minus (b) Consolidated Current Liabilities on such date. “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. “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. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning set forth in Section 10.20. “Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Loan Party pursuant to Section 5.10. “Credit Extension” has the meaning set forth in Section 4.2. “Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other

 -19- US-DOCS\163281956.10 applicable jurisdictions from time to time in effect. “Declining Lender” has the meaning set forth in Section 2.20(a). “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Defaulting Lender” means, subject to Section 2.21(c), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to such funding or payment (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) become the subject of a Bail-In Action or (iii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (e) has become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(c)) upon delivery of written notice of such determination to the Borrower and each Lender. “Delayed Draw Term Loan” means has the meaning specified in Section 2.1. “Delayed Draw Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make Delayed Draw Term Loans hereunder, in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 under the heading “Delayed Draw Term Loan Commitment”, as such commitment may be (a) reduced from time to time pursuant to Section 2.8 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 2.20 or Section 10.4. The aggregate amount of the Lenders’ Delayed Draw Term Loan

 -20- US-DOCS\163281956.10 Commitments as of the Closing Date was $1,000,000,000. “Delayed Draw Term Loan Commitment Reduction Date” means December 11, 2025. “Delayed Draw Term Loan Commitment Termination Date” means the earliest to occur of (a) the Maturity Date, (b) the date the Delayed Draw Term Loan Commitments are permanently reduced to zero pursuant to Section 2.8, (c) the date of the termination of the Delayed Draw Term Loan Commitments pursuant to Article VIII and (d) December 11, 2026. “Direct Borrower Obligations” shall mean any Obligations of the Borrower in its capacity as the Borrower under this Agreement, or as a counterparty or direct obligor with respect to any Secured Swap Agreement or any Secured Cash Management Services Agreement. “Disbursement Date” has the meaning set forth in Section 2.4(d). “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.6 to the Disclosure Letter. “Disclosure Letter” means the disclosure letter, dated as of the Closing Date, as amended or supplemented from time to time by the Borrower with the written consent of the Blackstone Representative and, unless otherwise expressly permitted by the Loan Documents, the Required Lenders (or as supplemented by the Borrower as expressly permitted pursuant to the terms of the Loan Documents), delivered by the Borrower to the Administrative Agent for the benefit of the Lenders. “Disqualified Equity Interest” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests and the payment in cash in lieu of the issuance of fractional shares of such Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests and the payment in cash in lieu of the issuance of fractional shares of such Equity Interests), in whole or in part, or (iii) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 181 days after the Maturity Date then in effect; provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale”, “change of control” or similar event occurring prior to the date that is 181 days after the latest Maturity Date then in effect so long as any rights of the holders thereof upon the occurrence of an asset sale, change of control or similar event shall be subject to the prior repayment in full in cash of the Loans and all other Obligations (other than contingent indemnification obligations not then due) and the termination of the Commitments. “Disqualified Institutions” has the meaning set forth in the definition of “Disqualified Lender”. “Disqualified Lender” means, collectively, (a) any Person that is a competitor of the Borrower and its Subsidiaries, in each case as determined in good faith by the Borrower and to the extent identified by the Borrower to the Administrative Agent and the Lenders (including after the Closing Date which may be delivered in a form of a list provided to the Administrative Agent) by name in writing from time to time (“Competitors”), (b) those banks, financial institutions and other Persons separately identified

 -21- US-DOCS\163281956.10 by name by the Borrower to the Administrative Agent in writing on or before the Closing Date (those banks, financial institutions and other Persons under this clause (b) are collectively referred to as the “Disqualified Institutions”) and (c) any Subsidiary of a Competitor or a Disqualified Institution, other than Bona Fide Debt Funds that would not be a Competitor or a Disqualified Institution but for this clause (c), that are (x) identified by the Borrower to the Administrative Agent and the Lenders (including after the Closing Date which may be delivered in a form of a list provided to the Administrative Agent) by name in writing from time to time or (y) clearly identifiable as affiliates solely on the basis of the similarity of its name (provided that neither the Administrative Agent nor any Lender shall have any obligation to carry out due diligence in order to identify such affiliates). The identification of any Competitor or Disqualified Institution after the Closing Date shall become effective three Business Days after delivery to the Administrative Agent and the Lenders (including by delivering a list provided to the Administrative Agent), and shall not apply retroactively to disqualify the assignment, participation or other transfer of an interest in Commitments or Loans that was effective prior to the effective date of such supplement (but such Person shall not be able to increase its Commitments or participations hereunder); provided that, for the avoidance of doubt, such Person shall thereafter be considered a Disqualified Lender. The Disqualified Lenders shall be identified to the Lenders by the Administrative Agent (which may be in the form of notice posted to the Platform). For the avoidance of doubt, the Borrower may remove any Person from the DQ List by written notice to the Administrative Agent, and such Person shall no longer be considered a Disqualified Lender. Notwithstanding anything herein to the contrary, no fund or account operating as part of the credit or insurance division of Blackstone Inc. shall constitute a Disqualified Lender. “Dollar Equivalent” means, for any amount, on any date of determination, (a) with respect to such amount in dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in dollars determined by using the rate of exchange for the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Issuing Bank) by Reuters on the Business Day (New York City time) 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 the Alternative Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by Issuing Bank 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 Issuing Bank using any method of determination it deems appropriate in its sole discretion) and (c) with respect to any amount in any other currency, the equivalent in dollars of such amount, determined by Issuing Bank using any method of determination it deems appropriate in its sole discretion for such amount on such date. The Dollar Equivalent at any time of the amount of any Letter of Credit or Letter of Credit disbursement denominated in any currency other than dollars shall be the amount most recently determined as provided in Section 1.9(b). “Dollars”, “dollars” or “$” refers to lawful money of the United States of America. “Domestic Restricted Subsidiary” means any Domestic Subsidiary that is a Restricted Subsidiary. “Domestic Subsidiary” means any Subsidiary that is incorporated or organized under the laws of the United States, any State thereof or in the District of Columbia. “DQ List” has the meaning set forth in Section 10.4(e)(iv). “ECF Period End Date” means (x) the last day of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending March 31, 2027), solely to the extent that the Borrower shall have delivered, by no later than the date on which financial statements for such fiscal quarter are required t…