RadNet, Inc.

EX-99.1 · PRESS RELEASE DATED JUNE 10, 2026

EX-99.1
 3
 radnet_ex9901.htm
 PRESS RELEASE DATED JUNE 10, 2026

 Exhibit 99.1

 RadNet Secures $250 Million Incremental Term
Loan to Fund Strategic Growth Opportunities and Reduces the Interest Rates on its Credit Facility by 0.25%

 LOS ANGELES, June 10, 2026 (GLOBE NEWSWIRE)
-- RadNet, Inc. (NASDAQ: RDNT) (“ RadNet ”), a national leader in providing
high-quality, cost-effective, fixed-site outpatient diagnostic imaging services through a network of outpatient imaging centers and a
premier developer of radiology digital health solutions , today announced that it has entered into Incremental Amendment No. 3 (the
“ Third Amendment ”) to its Third Amended and Restated First Lien Credit and Guaranty Agreement, as amended (the “ Existing
Credit Agreement ” and, as amended by the Third Amendment, the “ Credit Agreement ”).

 Pursuant to the Third Amendment, certain term
lenders under the Credit Agreement funded RadNet an incremental term loan in the aggregate principal amount of $250.0 million (the “ 2026
Incremental Term Loan ”), which was added to and forms a part of the existing term loan under the Credit Agreement (the “ Existing
Term Loan ,” together with the 2026 Incremental Term Loan, the “ Term Loan ”). The 2026 Incremental Term Loan
will mature on April 18, 2031—coincident with the maturity date of the $958.7 million balance of the Existing Term Loan under the
Existing Credit Agreement. Quarterly payments of principal on the Term Loan will be approximately $3.1 million compared to approximately
$2.4 million prior to the entry of the Third Amendment. The proceeds of the 2026 Incremental Term Loan are expected to be used to finance
future acquisitions, organic expansion initiatives, health system partnerships and for other general corporate purposes.

 In addition, with the successful completion of
the Third Amendment, the interest rate on the Term Loan was reduced by 0.25% to, at RadNet’s election, either Term SOFR plus 2.00%
or the alternate base rate plus 1.00%. In addition, the interest rate on RadNet’s existing $282 million revolving credit facility
(currently undrawn upon) was reduced by 0.25%. In connection with the Third Amendment, RadNet has provided call protection to the term
loan lenders participating in the repricing of the Existing Term Loan for a period of six months following the Third Amendment.

 Mark Stolper, Executive Vice President and Chief
Financial Officer of RadNet, commented, “We appreciate the continued support of Barclays and our other relationship banks and term
loan lenders. This amendment provides us with additional flexibility to pursue strategic growth opportunities across RadNet’s national
imaging center network and technology platforms, while reducing the interest rate on our credit facilities. The proceeds of approximately
$250 million adds to the $455 million cash balance as of March 31, 2026, positioning us to advance our growth strategy and create long-term
value for our stockholders.”

 This press release does not constitute an offer
to sell or a solicitation of an offer to buy any securities of RadNet and shall not constitute an offer, solicitation or sale in any jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of
such state or jurisdiction.

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 About RadNet, Inc.

 RadNet, Inc. is a leading national provider of
freestanding, fixed-site diagnostic imaging services in the United States based on the number of locations and annual imaging revenue.
RadNet has a network of owned and/or operated outpatient imaging centers. RadNet’s imaging center markets include Arizona, California,
Delaware, Florida, Idaho, Indiana, Maryland, New Jersey, New York, Texas and Virginia. In addition, RadNet provides radiology information
technology and artificial intelligence solutions marketed under its DeepHealth brand and teleradiology professional services and other
related products and services to customers in the diagnostic imaging industry globally. Together with contracted radiologists, and inclusive
of full-time and per diem employees and technologists, RadNet has over 11,000 team members. Learn more at radnet.com.

 Forward Looking Statements

 This press release contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements are expressions of RadNet’s current beliefs, expectations and assumptions regarding the future of RadNet’s business,
future plans and strategies, projections, and anticipated future conditions, events and trends. Forward-looking statements can generally
be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,”
“believe,” “project,” “estimate,” “expect,” “strategy,” “future,”
“likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking
statements in this press release include, among others, statements RadNet makes regarding its expected use of proceeds from the 2026 Incremental
Term Loan and its ability and success in pursuing strategic growth opportunities.

 Forward-looking statements are neither historical
facts nor assurances of future performance. Because forward-looking statements relate to the future, they are inherently subject to uncertainties,
risks and changes in circumstances that are difficult to predict and many of which are outside of RadNet’s control, which may cause
actual events to be materially different from those expressed or implied herein. Therefore, you should not place undue reliance on any
of these forward-looking statements. Important factors that could impact RadNet’s expected use of proceeds from the 2026 Incremental
Term Loan and its ability and success in pursuing strategic growth opportunities include, among others, the following:

  
 ·
 a decline or anticipated decline in RadNet’s operating results or financial position, as a result
of operational issues, regulatory changes, litigation, casualty loss, or other factors;

  
 ·
 changes in general economic
conditions nationally and regionally in the markets in which RadNet operates;

  
 ·
 volatility in interest and exchange rates, or credit markets;

  
 ·
 the occurrence of hostilities, political instability or catastrophic events; and

  
 ·
 the emergence or reemergence of and effects related to future pandemics, epidemics and infectious diseases.

 Any forward-looking statement contained in this
press release is based on information currently available to RadNet and speaks only as of the date on which it is made. RadNet undertakes
no obligation to publicly update any forward-looking statement, whether written or oral, that it may make from time to time, whether as
a result of changed circumstances, new information, future developments or otherwise, except as required by applicable law.

 Contact:

 RadNet, Inc.

Mark Stolper, 310-445-2800

Executive Vice President and Chief Financial Officer

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EX-10.1 · INCREMENTAL AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT

EX-10.1
 2
 radnet_ex1001.htm
 INCREMENTAL AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT

 Exhibit 10.1

 INCREMENTAL AMENDMENT NO.
3 TO CREDIT AND GUARANTY AGREEMENT

 INCREMENTAL AMENDMENT NO.
3 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 10, 2026 (this “ Amendment ”), to the Existing Credit Agreement
(as defined below), by and among RADNET MANAGEMENT, INC., a California corporation (the “ Borrower ”), RADNET, INC.,
a Delaware corporation (“ Holdings ”), CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER, as Guarantors, the Lenders
party thereto from time to time, BARCLAYS BANK PLC (“ Barclays Bank ”), as administrative agent and collateral agent
under the Existing Credit Agreement (as defined below) (in such capacity, the “ Administrative Agent ”), each Person
party hereto identified as a “2026 Refinancing Term Lender” on the signature pages hereto (each, a “ 2026 Refinancing
Term Lender ” and together, the “ 2026 Refinancing Term Lenders ”), each Revolving Lender party hereto and each
party hereto identified as a “2026 Incremental Term Lender” on the signature pages hereto (each, a “ 2026 Incremental
Term Lender ”).

 RECITALS:

 1.
 Reference is made to the Third Amended and Restated First Lien Credit and Guaranty Agreement, dated as of April 18, 2024 (as amended
by that certain Amendment No. 1 to Credit and Guaranty Agreement, dated as of November 26, 2024, as amended by that certain Incremental
Amendment No. 2 to Credit and Guaranty Agreement, dated as of June 11, 2025, and as further amended, restated, amended and restated, supplemented
or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ” and, as amended by
this Amendment or as further amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date
hereof, the “ Credit Agreement ”), among Holdings, the Borrower, the Guarantors party thereto, the Lenders from time
to time party thereto and the Administrative Agent. Except as otherwise provided herein, all capitalized terms used but not defined herein
shall have the meanings given them in the Credit Agreement.

 2.
 The Borrower has requested (a) the establishment of Commitments to provide Refinancing Term Loans by the 2026 Refinancing Term
Lenders pursuant to Section 2.1(g) of the Existing Credit Agreement, in an aggregate principal amount of $958,679,943.32 (the “ 2026
Refinancing Term Commitments ” and, the loans thereunder, the “ 2026 Refinancing Term Loans ”), the proceeds
of which will be used to refinance in full the Initial Term Loans outstanding immediately prior to the Amendment No. 3 Effective Date
(the “ Amendment No. 3 Existing Term Loans ”), (b) certain amendments and modifications to the Existing Credit Agreement
pursuant to Section 2.1(g) of the Existing Credit Agreement to effectuate the foregoing and (c) that Revolving Lenders agree to reduce
the interest rate applicable to Revolving Loans on the terms and conditions set forth herein.

 3.
 The Borrower has requested that the 2026 Incremental Term Lender provide, in accordance with Section 2.1(d) of the Existing Credit
Agreement, an Incremental Term Loan Commitment to the Borrower in an aggregate principal amount of $250,000,000 (the “ 2026 Incremental
Term Commitment ”; the Incremental Term Loans extended under the 2026 Incremental Term Commitment, the “ 2026 Incremental
Term Loans ”), and the 2026 Incremental Term Lender will make 2026 Incremental Term Loans to the Borrower in an amount equal
to the 2026 Incremental Term Commitment set forth opposite such 2026 Incremental Term Lender’s name on Schedule 1 hereto
on the Amendment No. 3 Effective Date in accordance with the terms hereof and the terms of the Credit Agreement.

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 4.
 The Borrower has appointed Barclays Bank PLC, Banco Santander, S.A., New York Branch, Capital One, National Association, JPMorgan
Chase Bank, N.A., Mizuho Bank, Ltd., Truist Securities, LLC and Wells Fargo Securities, LLC (acting through such of their affiliates or
branches as they deem appropriate, the “ Amendment No. 3 Lead Arrangers ”) as lead arrangers and bookrunners in connection
with this Amendment, the 2026 Refinancing Term Commitments and the 2026 Incremental Term Commitments.

 5.
 Each 2026 Refinancing Term Lender will make 2026 Refinancing Term Loans to the Borrower in an amount equal to the 2026 Refinancing
Term Commitments set forth opposite such 2026 Refinancing Term Lender’s name on Schedule 1 hereto on the Amendment No.
3 Effective Date in accordance with the terms hereof and the terms of the Credit Agreement.

 6.
 The Borrower, the 2026 Refinancing Term Lenders, the Revolving Lenders, the 2026 Incremental Term Lender and the Administrative
Agent have agreed to amend the Existing Credit Agreement to effectuate the foregoing as set forth on Exhibit A hereto, subject
to the terms and conditions hereinafter set forth.

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

 Section
1. Amendment of Existing Credit Agreement . On the Amendment No. 3 Effective Date, the Existing Credit Agreement shall hereby
be amended to (a) delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken
text and stricken text ) and (b) add the blue or green double-underlined
text (indicated textually in the same manner as the following examples: double-underlined
text and double-underlined text ), in each case, as set
forth in the Credit Agreement attached as Exhibit A hereto.

 Section 2. Refinancing
Term Loans and 2026 Incremental Term Loans .

 (a)
 The Borrower confirms and agrees that it has requested the 2026 Refinancing Term Loans in the aggregate principal amount of $958,679,943.32,
pursuant to, and on the terms set forth in, Section 2.1(g) of the Existing Credit Agreement.

 (b)
 Each 2026 Refinancing Term Lender agrees that, on the Amendment No. 3 Effective Date and in accordance with and pursuant to the
terms and conditions of this Amendment and the Credit Agreement, such 2026 Refinancing Term Lender will fund the 2026 Refinancing Term
Loans in the amount of the 2026 Refinancing Term Commitments set forth opposite such 2026 Refinancing Term Lender’s name on Schedule 1
hereto. Each 2026 Incremental Term Lender agrees that, on the Amendment No. 3 Effective Date and in accordance with and pursuant to the
terms and conditions of this Amendment and the Credit Agreement, such 2026 Incremental Term Lender will fund the 2026 Incremental Term
Loans in the amount of the 2026 Incremental Term Commitments set forth opposite such 2026 Incremental Term Lender’s name on Schedule 1
hereto. Each party hereto agrees that, from and after the Amendment No. 3 Effective Date, (i) each 2026 Refinancing Term Lender and each
2026 Incremental Term Lender shall be deemed to be a “Lender” and a “Term Loan Lender” for all purposes of the
Credit Agreement and (ii) each 2026 Refinancing Term Lender and each 2026 Incremental Term Lender shall be a party to the Credit Agreement,
shall be entitled to all the rights of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements,
acknowledgements and other obligations of a Lender under the Credit Agreement and the other Loan Documents, in each case, in respect of
the 2026 Refinancing Term Commitments, 2026 Refinancing Term Loans, 2026 Incremental Term Commitments and 2026 Incremental Term Loans
made by it.

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 (c)
 The parties hereto hereby acknowledge and agree that from and after the Amendment No. 3 Effective Date (i) the 2026 Refinancing
Term Loans and 2026 Incremental Term Loans shall (A) constitute Term Loans for all purposes of the Credit Agreement and the Loan Documents,
(B) each of the 2026 Refinancing Term Loans and 2026 Incremental Term Loans shall comprise a single Class of Term Loans for all purposes
of the Credit Agreement and the Loan Documents, and (C) and shall, without limiting the foregoing, benefit equally and ratably from the
guarantees of the Guarantors and security interests created by the Security Documents, and (ii) unless the context shall otherwise require,
each reference in the Credit Agreement or any other Loan Document to “Term Loans” shall be deemed to include the 2026 Refinancing
Term Loans and 2026 Incremental Term Loans.

 (d)
 Each 2026 Refinancing Term Lender and 2026 Incremental Term Lender (i) confirms that it has received a copy of the Credit Agreement
and the other Loan Documents and the schedules and exhibits attached thereto, together with copies of the financial statements referred
to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent,
the Amendment No. 3 Lead Arrangers, any other 2026 Refinancing Term Lender, any other 2026 Incremental Term Lender or any other Lender
or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent
to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are
delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as
are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Agreement are required to be performed by it as an 2026 Refinancing Term Lender or a 2026 Incremental Term Lender,
as applicable.

 (e)
 Any 2026 Refinancing Term Lender that is a Term Loan Lender immediately prior to the Amendment No. 3 Effective Date may elect (i)
a “cashless roll” of all, but not less than all, of its Amendment No. 3 Existing Term Loans by indicating such election on
its signature page hereto (such electing 2026 Refinancing Term Lenders, the “ Rollover 2026 Refinancing Term Lenders ”)
or (ii) to receive a prepayment of the full principal amount of its Amendment No. 3 Existing Term Loans and to purchase 2026 Refinancing
Term Loans by indicating such election on its signature page hereto. It is understood and agreed that (A) simultaneously with the making
of 2026 Refinancing Term Loans by each Rollover 2026 Refinancing Term Lender and the payment to such Rollover 2026 Refinancing Term Lender
of all accrued and unpaid interest and other amounts in respect of such Rollover 2026 Refinancing Amount (as defined below), all (or a
lesser amount as notified to such Rollover 2026 Refinancing Term Lender by the Amendment No. 3 Lead Arrangers prior to the Amendment No.
3 Effective Date) of the Amendment No. 3 Existing Term Loans held by such Rollover 2026 Refinancing Term Lender (the “ Rollover
2026 Refinancing Amount ”) shall be deemed to be converted into 2026 Refinancing Term Loans and such Rollover 2026 Refinancing
Term Lender shall thereafter hold a 2026 Refinancing Term Loan in an aggregate principal amount equal to such Rollover 2026 Refinancing
Term Lender’s Rollover 2026 Refinancing Amount and (B) no Rollover 2026 Refinancing Term Lender shall receive any prepayment being
made to other 2026 Refinancing Term Lenders holding 2026 Refinancing Term Loans from the proceeds of the 2026 Refinancing Term Loans to
the extent of such Rollover 2026 Refinancing Term Lender’s Rollover 2026 Refinancing Amount.

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 (f)
 Incremental Amendment . The 2026 Incremental Term Lender, the Administrative Agent and the Loan Parties party hereto agree
that this Amendment shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.1(d)(vi) of the Existing Credit
Agreement and an Incremental Request pursuant to and in accordance with Section 2.1(d)(i) of the Existing Credit Agreement. The Borrower
hereby (x) designates that the entire amount of the 2026 Incremental Term Loans is being incurred in reliance on clause (c)(i) of the
definition of “Incremental Cap” in the Existing Credit Agreement and (y) represents and warrants that, when calculated on
a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the date hereof for which Financial Statements
are required to be delivered after giving Pro Forma Effect to the incurrence of the 2026 Incremental Term Loans and the use of proceeds
thereof, the First Lien Net Leverage Ratio does not exceed 5.00 to 1.00.

 (g)
 Recordation of the Incremental Loans . Upon execution and delivery hereof, Administrative Agent will record the 2026
Incremental Term Loans made by 2026 Incremental Term Lender in the Register.

 (h)
 Administrative Matters . Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action
as may be reasonably necessary to ensure that all 2026 Incremental Term Loans, when originally made, are a single Class with the
outstanding 2026 Refinancing Term Loans for all purposes under the Loan Documents, in each case, as may be accomplished at the discretion
of the Administrative Agent. For the avoidance of doubt, the 2026 Refinancing Term Loans and the 2026 Incremental Term Loans shall
constitute the same single Class of Loans.

 Section 3. Representations
and Warranties . To induce the other parties hereto to enter into this Amendment, each of the Loan Parties represents and warrants
to the Administrative Agent and the Lenders party hereto that, as of the date hereof:

 (a)
 each Loan Party has the requisite power and authority to execute and deliver this Amendment and to perform its obligations under
this Amendment and each Loan Document, as amended hereby. The execution and delivery of this Amendment and the performance by each Loan
Party of this Amendment and each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational
action of each such Loan Party;

 (b)
 this Amendment has been duly executed and delivered by each Loan Party that is a party hereto and this Amendment and each Loan
Document, as amended hereby, is the legally valid and binding obligation of such Loan Party party hereto, enforceable against such Loan
Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

   4  

  

 (c)
 the execution and delivery of this Amendment by the Loan Parties and the performance of this Amendment and each Loan Document to
which they are a party, as amended hereby, and the consummation of the transactions contemplated hereby and thereby do not and will not
(a) violate (i) any provision of any law or any governmental rule or regulation applicable to any Loan Party or any of its Restricted
Subsidiaries, (ii) any of the Organization Documents of any Loan Party or any of its Restricted Subsidiaries or (iii) any order, judgment
or decree of any court or other agency of government binding on any Loan Party or any of its Restricted Subsidiaries; (b) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Loan
Party or any of its Restricted Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to
have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of
any Loan Party or any of its Restricted Subsidiaries (other than any Liens created under any of the Loan Documents in favor of the Collateral
Agent on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners of any Loan Party or any of
its Restricted Subsidiaries, except for such approvals which have been obtained on or before the Amendment No. 3 Effective Date (as defined
below) and except for any such approvals the failure of which to obtain will not have a Material Adverse Effect;

 (d)
 each Loan Party hereby confirms that on and as of the date hereof and on and as of the Amendment No. 3 Effective Date, each representation
or warranty by such Loan Party contained in the Credit Agreement or in any of the other Loan Documents is true and correct in all material
respects (or true and correct in all respects if such representation or warranty contains any materiality qualifier, including references
to “material”, “Material Adverse Effect” or dollar thresholds) as of such date (or, in lieu thereof, as of a specific
earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted
or expressly contemplated by the Credit Agreement);

 (e)
 no Default or Event of Default has occurred and is continuing or will exist immediately after giving effect to this Amendment and
the 2026 Incremental Term Loans; and

 (f) each Loan Party hereby certifies that, (i) the Organization Documents of such Loan Party delivered to the Administrative Agent, or
otherwise certified as being accurate, on the Amendment No. 1 Effective Date have not been amended since the Amendment No. 1
Effective Date (or such Loan Party has delivered any updates or amendments to such Organization Documents (along with a certificate
of an authorized officer of such Loan Party certifying the same) to the Administrative Agent on the Amendment No. 3 Effective Date),
(ii) the resolutions of the Loan Party delivered to the Administrative Agent on the date hereof with respect to this Amendment are
in full force and effect, without modification, on the date hereof, and (iii) the incumbency and specimen signature of the
authorized officers of such Loan Party delivered to the Administrative Agent on the Amendment No. 1 Effective Date continue to
remain accurate as of the Amendment No. 3 Effective Date (or such Loan Party has delivered any updates or amendments to the
incumbency and specimen signature of the authorized officers of such Loan Party (along with a certificate of an authorized officer
of such Loan Party certifying the same) to the Administrative Agent on the Amendment No. 3 Effective Date) and the individual
signing this Amendment on behalf of such Loan Party is a duly elected, qualified and acting officer of such Loan Party holding the
office set forth on the signature pages hereto and such signature is true, correct and genuine.

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 Section 4. Reaffirmation
of the Loan Parties . Each Loan Party hereby consents to this Amendment and the amendments, consents and other modifications to the
Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan
Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this
Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby
ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing,
each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant
to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit
Agreement and the other Loan Documents as and to the extent provided in the Loan Documents.

 Section 5. Amendment
Agreement Effectiveness; Conditions Precedent to Effectiveness . This Amendment shall become effective on the first date (the “ Amendment
No. 3 Effective Date ”) when, and only when, each of the applicable conditions set forth below has been satisfied (or waived)
in accordance with the terms herein:

 (a)
 the Administrative Agent shall have received counterparts of this Amendment executed and delivered by the Borrower, Holdings, each
other Loan Party, the Revolving Lenders holding 100% of the Revolving Loan Commitments as of the Amendment No. 3 Effective Date, the 2026
Refinancing Term Lenders, the 2026 Incremental Term Lender and the Administrative Agent;

 (b)
 the Administrative Agent shall have received the resolutions or similar consents adopted by such Loan Party on or prior to the
Amendment No. 3 Effective Date, which authorize such Loan Party to enter into this Amendment;

 (c)
 the Administrative Agent shall have received each of the following:

 (i)
 customary written opinions of Sheppard, Mullin, Richter & Hampton LLP and in-house counsel for the Loan Parties, in each case,
dated the Amendment No. 3 Effective Date and addressed to the Administrative Agent and the Lenders as of the Amendment No. 3 Effective
Date in form and substance reasonably satisfactory to the Administrative Agent, and the Loan Parties hereby request such counsel to deliver
such opinions;

 (ii)
 a solvency certificate, substantially in the form of Exhibit 3.1(d) to the Credit Agreement, executed and delivered by a Responsible
Officer of the Borrower or Holdings and dated the Amendment No. 3 Effective Date, which shall state that the Loan Parties and the Restricted
Subsidiaries, taken as a whole, immediately after consummation of this Amendment and the transactions contemplated hereby to occur on
the Amendment No. 3 Effective Date, are Solvent;

 (iii)
 for the account of each of 2026 Refinancing Term Lender that has requested the same, a Term Loan Note executed and delivered by
the Borrower; and

 (iv)
 a Notice of Term Loan in accordance with Section 2.1(b) of the Credit Agreement with respect to the Borrowing of the 2026
Refinancing Term Loans and 2026 Incremental Term Loans on the Amendment No. 3 Effective Date;

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 (d)
 (i) all fees and reasonable out-of-pocket expenses required to be paid or reimbursed by Holdings and the Borrower in connection
with this Amendment for which invoices have been presented a reasonable period of time prior to the Amendment No. 3 Effective Date shall
have been paid or reimbursed and (ii) all accrued interest and fees in respect of the Amendment No. 3 Existing Term Loans and Revolving
Loans outstanding immediately prior to effectiveness of this Amendment shall have been paid;

 (e)
 the representations and warranties in Section 3 of this Amendment shall be true and correct in all material respects (or true and
correct in all respects if such representation or warranty contains any materiality qualifier, including references to “material”,
“Material Adverse Effect” or dollar thresholds) as of such date (or, in lieu thereof, as of a specific earlier date if such
representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated
by the Credit Agreement as of the Amendment No. 3 Effective Date); and

 (f)
 the Lenders shall have received, at least three (3) Business Days prior to the Amendment Effective Date and to the extent requested
in advance of such three (3) Business Day period, all documentation and other information required by regulatory authorities under applicable
“know-your-customer”, Beneficial Ownership Regulation and anti-money laundering rules and regulations, including the PATRIOT
Act.

 Section 6. Prepayment
Notice . The Term Loan Lenders party hereto, which constitute the Requisite Lenders, and the Administrative Agent hereby waive the
requirement under Section 2.3(a) of the Credit Agreement to provide notice to the Administrative Agent not less than three (3) U.S. Government
Securities Business Days prior to the prepayment of the Amendment No. 3 Existing Term Loans to be made hereunder. It is understood and
agreed that this Amendment shall serve as the notice referred to in Section 2.3(a) of the Credit Agreement (which notice shall be contingent
on the refinancing contemplated by this Amendment).

 Section 7. Expense
Reimbursement; Indemnification . The provisions of Sections 12.3 and 12.4 of the Existing Credit Agreement are hereby incorporated
by reference, mutatis mutandis, as if originally made a part hereof.

 Section 8. Amendment,
Modification and Waiver . This Amendment may not be amended, modified or waived except as permitted by Section 12.2 of the Existing
Credit Agreement.

 Section 9. Entire
Agreement . This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes
all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter
hereof. This Amendment shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in
respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to
the extent not paid or exchanged on or prior to the Amendment No. 3 Effective Date, continue to be owing under the Credit Agreement or
such other Loan Documents until paid in accordance therewith. This Amendment is a Refinancing Amendment and a Loan Document under the
Credit Agreement.

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 Section 10. Severability . The provisions
of Section 12.7 of the Existing Credit Agreement are hereby incorporated by reference, mutatis mutandis , as if originally made
a part hereof.

 Section 11. Counterparts . The provisions
of Section 12.12 of the Existing Credit Agreement are hereby incorporated by reference, mutatis mutandis , as if originally made
a part hereof.

 Section 12. Governing Law; Submission
to Jurisdiction . THE PROVISIONS OF SECTION 12.9 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS,
AS IF ORIGINALLY MADE A PART HEREOF.

 Section 13. Waiver of Jury Trial .
THE PROVISIONS OF SECTION 12.13 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF ORIGINALLY
MADE A PART HEREOF

 Section 14. Headings . The headings
of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 [Remainder of page intentionally left blank]

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 IN WITNESS WHEREOF , each of the undersigned
has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

 RADNET, INC.

 By: /s/ Howard G. Berger, M.D.

 Name: Howard G. Berger, M.D.

 Title: President

 RADNET MANAGEMENT, INC.

 By: /s/ Howard G. Berger, M.D.

 Name: Howard G. Berger, M.D.

 Title: President

   9  

  

 ADVANCED IMAGING PARTNERS, INC.

 ADVANCED NA, LLC

 ADVANCED RADIOLOGY, LLC

 AMERICAN RADIOLOGY SERVICES LLC

 AMERICAN RADIOLOGY SERVICES OF DELAWARE, INC.

 BEVERLY RADIOLOGY MEDICAL GROUP, INC.

 COMMUNITY IMAGING PARTNERS, INC.

 DELAWARE IMAGING PARTNERS, INC.

 DIAGNOSTIC IMAGING SERVICES, INC.

 ERAD, INC.

 FRI II, INC.

 FRI, INC.

 IDE IMAGING PARTNERS, INC.

 IMAGE MEDICAL CORPORATION

 IMAGING ON CALL, LLC

 MID ROCKLAND IMAGING PARTNERS, INC.

 NEW JERSEY IMAGING PARTNERS, INC.

 PACIFIC IMAGING PARTNERS, INC.

 PRONET IMAGING MEDICAL GROUP, INC.

 QUESTAR IMAGING, INC.

 QUESTAR VICTORVILLE, INC.

 RADIOLOGIX, INC.

 RADIOLOGY ALLIANCE DELIVERY SYSTEM, LLC

 RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.

 RADNET MANAGED IMAGING SERVICES, INC.

 CALIFORNIA IMAGING ACQUISITION, INC.

 RADNET MANAGEMENT II, INC.

 RADNET SUB, INC.

 RADSITE, LLC

 RAVEN HOLDINGS U.S., INC.

 ROLLING OAKS IMAGING CORPORATION

 ROLLING OAKS RADIOLOGY, INC.

 SOCAL MR SITE MANAGEMENT, INC.

 TREASURE COAST IMAGING PARTNERS, INC.

 VALLEY IMAGING PARTNERS, INC.

 By: /s/ Howard G. Berger, M.D.

 Name: Howard G. Berger, M.D.

 Title: Vice President of Diagnostic Imaging Services, Inc., as Co-President of Pronet Imaging
 Medical Group, Inc., and as President of each of the other above listed entities

   10  

  

 BEVERLY RADIOLOGY MEDICAL GROUP, III

 By: Beverly Radiology Medical Group, Inc., its general partner

 By: /s/ Howard G. Berger, M.D.

 Name: Howard G. Berger, M.D.

 Title: President

 By: Breastlink Medical Group, Inc., its general
partner

 By: /s/ Howard G. Berger, M.D.

 Name: Howard G. Berger, M.D.

 Title: President

 By: Pronet Imaging Medical Group, Inc., its general partner

 By: /s/ Howard G. Berger, M.D.

 Name: Howard G. Berger, M.D.

 Title: Co-President

 RADAR MEDICAL SYSTEMS, L.L.C.

 By: Image Medical Corporation, its manager

 By: /s/ Howard G. Berger, M.D.

 Name: Howard G. Berger, M.D.

 Title: President

   11  

  

 ARIZONA IMAGING SERVICES, LLC

 By: RadNet Management, Inc., its sole member

 By: /s/ Howard G. Berger, M.D.

 Name: Howard G. Berger, M.D.

 Title: President

 DEEPHEALTH, INC.

 By: /s/ A. Gregory Sorensen

 Name: A. Gregory Sorensen

 Title: President

 Barclays Bank PLC ,

as Administrative Agent, Revolving Lender, a 2026

 Refinancing Term Lender and 2026 Incremental Term

 Lender

 By: /s/ Edward Pan 

 Name: Edward Pan

 Title: Director

 banco
santander , S.A., NEW YORK

 BRANCH,

 as Revolving Lender

 By: /s/ Andrew Maletta

 Name: Andrew Maletta

 Title: Authorized Signatory

 By: /s/ Ryan Peters

 Name: Ryan Peters

 Title: Authorized Signatory

   12  

  

 CAPITAL ONE, NATIONAL ASSOCIATION , as

 a Revolving Lender

 By: /s/ William Panagis

 Name: William Panagis

 Title: Duly Authorized Signatory

 JPMORGAN CHASE BANK, N.A.,

 as a Revolving Lender

 By: /s/ Yonas Zewdie

 Name: Yonas Zewdie

 Title: Vice President

 MIZUHO BANK, LTD.,

 as a Revolving Lender

 By: /s/ Tracy Rahn

 Name: Tracy Rahn

 Title: Managing Member

 TRUIST BANK

 as a Revolving Lender

 By: /s/ Anton Brykalin

 Name: Anton Brykalin

 Title: Director

 WELLS FARGO BANK, NATIONAL

 ASSOCIATION ,

 as Revolving Lender

 By: /s/ Eugene Stunson

 Name: Eugene Stunson

 Title: Executive Director

   13  

  

 2026 Refinancing Term Lenders

 ☐
 Cashless Roll Option . The undersigned 2026 Refinancing Term Lender hereby irrevocably and unconditionally consents to this Amendment and agrees to convert 100% (or such lesser amount as notified and allocated to the undersigned by the Amendment No. 3 Lead Arrangers as determined by the Borrower and the Amendment No. 3 Lead Arrangers in their sole discretion) of its outstanding Amendment No. 3 Existing Term Loans into 2026 Refinancing Term Loans in a like principal amount in lieu of receiving a cash prepayment in respect of the outstanding principal amount of such Amendment No. 3 Existing Term Loans subject to such conversion.

 ☐
 Assignment Settlement Option . The undersigned 2026 Refinancing Term Lender hereby irrevocably and unconditionally consents to this Amendment and the prepayment of the full principal amount of its outstanding Amendment No. 3 Existing Term Loans and agrees to purchase by way of assignment in accordance with the terms of the Credit Agreement, the 2026 Refinancing Term Loans in a principal amount equal to the principal amount of its Amendment No. 3 Existing Term Loans prepaid (or such lesser amount as notified and allocated to the undersigned by the Amendment No. 3 Lead Arrangers as determined by the Borrower and the Amendment No. 3 Lead Arrangers in their sole discretion).

 ________________________________________,

as a 2026 Refinancing Term Lender (type name of the legal entity)

 By: ________________________________________

 Name:

 Title:

 If a second signature is necessary:

 By: ________________________________________

 Name:

 Title:

   14  

  

 SCHEDULE 1

 2026 REFINANCING TERM COMMITMENTS

 2026 Refinancing Term Lender
 2026 Refinancing Term Commitments

 Barclays Bank PLC
 $958,679,943.32
 less the aggregate Rollover 2026 Refinancing Amounts of the Rollover 2026 Refinancing Term Lenders 1

 Each Rollover 2026 Refinancing Term Lender
 Such Rollover 2026 Refinancing Term Lender’s Rollover 2026 Refinancing Amount

 TOTAL
 $958,679,943.32

 2026 INCREMENTAL TERM COMMITMENTS

 2026 Incremental Term Lender
 2026 Incremental Term Commitments

 Barclays Bank PLC
 $250,000,000.00

 TOTAL
 $250,000,000.00

 1 For the avoidance of
doubt, the principal amount shall equal $91,319,587.30 (which is $958,679,943.32 less the 2026 Rollover Refinancing Amount of
$867,360,356.02)

   15  

  

 EXHIBIT A

 AMENDED FIRST LIEN CREDIT AGREEMENT

 [Attached.]

   16  

  

 Conformed through Exhibit
A to Incremental Amendment No. 2 3

 to
Credit and Guaranty Agreement

 THIRD AMENDED AND RESTATED FIRST
LIEN CREDIT AND GUARANTY AGREEMENT

 dated as of April 18, 2024

as amended by Amendment No. 1, dated as of November 26, 2024

 as amended by Amendment No. 2, dated as of June
11, 2025 ,

 as
amended by Amendment No. 3, dated as of June 10, 2026

among

RADNET MANAGEMENT, INC.,

as Borrower,

RADNET, INC.,

CERTAIN SUBSIDIARIES AND AFFILIATES OF RADNET MANAGEMENT, INC.,

as Guarantors,

The Several Lenders from Time to Time Parties Hereto,

BARCLAYS BANK PLC,

BANCO SANTANDER, S.A., NEW YORK BRANCH,

 CAPITAL ONE, NATIONAL ASSOCIATION,

 JPMORGAN CHASE BANK, N.A.,

 MIZUHO BANK, LTD.,

 TRUIST SECURITIES, INC.

 and

 WELLS FARGO SECURITIES, LLC,

as Joint Bookrunners and Joint Lead Arrangers,

and

BARCLAYS BANK PLC,

as Administrative Agent and Collateral Agent

 Table
of Contents

 Page

 ARTICLE I DEFINITIONS
 2

 1.1

 Definitions
 2

 1.2

 Interpretive Matters
 2

 1.3

 Limited Condition Transaction
 5

 1.4

 Pro Forma Basis
 6

 1.5

 Calculation of Amounts
 7

 1.6

 Benchmark Replacement Setting
 8

 1.7

 Divisions
 10

 ARTICLE II AMOUNT AND TERMS OF CREDIT

 10

 2.1

 Credit Facilities
 10

 2.2

 Letters of Credit
 21

 2.3

 Prepayments
 28

 2.4

 Use of Proceeds
 34

 2.5

 Interest and Applicable Margins
 34

 2.6

 Fees
 36

 2.7

 Receipt of Payments
 37

 2.8

 Application and Allocation of Payments
 37

 2.9

 [Reserved]..
 39

 2.10

 Alternate Rate of Interest.
 39

 2.11

 Compensation for Losses.
 39

 2.12

 Taxes
 39

 2.13

 Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality
 43

 2.14

 Lenders’ Evidence of Indebtedness
 45

 ARTICLE III CONDITIONS PRECEDENT
 45

 3.1

 Conditions to Effectiveness and the Initial Loans.
 45

 3.2

 Conditions to Each Revolving Loan.
 48

 ARTICLE IV REPRESENTATIONS AND WARRANTIES
 49

 4.1

 Organization; Requisite Power and Authority; Qualification.
 49

 4.2

 Equity Interests and Ownership.
 49

 4.3

 Due Authorization; No Conflicts; Government Consents; Enforceable Obligations.
 50

 4.4

 Financial Statements and Projections.
 51

 4.5

 Material Adverse Effect.
 51

 4.6

 Ownership of Property; Liens
 51

 4.7

 Labor Matters
 52

 4.8

 Certain Fees.
 52

 4.9

 Government Regulation.
 52

 4.10

 Margin Regulations
 52

 4.11

 Taxes.
 53

 i

 Table
of Contents

 (continued)

 Page

 4.12

 ERISA.
 53

 4.13

 No Litigation.
 54

 4.14

 Beneficial Ownership Regulation.
 54

 4.15

 Intellectual Property.
 54

 4.16

 Full Disclosure.
 54

 4.17

 Environmental Matters.
 55

 4.18

 Insurance.
 55

 4.19

 No Defaults.
 55

 4.20

 Solvency.
 56

 4.21

 Health Care Matters.
 56

 4.22

 Corporate Integrity Agreements, etc.
 59

 4.23

 Material Contracts.
 59

 4.24

 Compliance with Statutes, Etc.
 59

 4.25

 [Reserved].
 59

 4.26

 Anti-Corruption Laws and Sanctions.
 59

 4.27

 Use of Proceeds.
 60

 4.28

 Security Interests.
 60

 4.29

 Senior Ranking.
 60

 ARTICLE V FINANCIAL STATEMENTS AND INFORMATION
 61

 5.1

 Reports and Notices.
 61

 ARTICLE VI

 AFFIRMATIVE COVENANTS
 63

 6.1

 Maintenance of Existence and Conduct of Business.
 63

 6.2

 Payment of Taxes.
 63

 6.3

 Books and Records.
 64

 6.4

 Insurance; Damage to or Destruction of Collateral.
 64

 6.5

 Compliance with Laws, Health Care Laws and Organization Documents.
 65

 6.6

 Control Accounts; Approved Deposit Accounts.
 65

 6.7

 Intellectual Property.
 66

 6.8

 Environmental Matters.
 66

 6.9

 Access.
 66

 6.10

 Post-Closing Obligations.
 67

 6.11

 New Subsidiaries; Further Assurances.
 67

 6.12

 Conduct of Business
 69

 6.13

 Unrestricted Subsidiary Designation
 69

 6.14

 Use of Proceeds
 70

 6.15

 Annual Lenders’ Call
 70

 6.16

 Maintenance of Ratings.
 70

 ARTICLE VII NEGATIVE COVENANTS
 70

 7.1

 Mergers, Subsidiaries, Etc.
 70

 7.2

 Investments; Loans and Advances.
 72

 ii

 Table
of Contents

 (continued)

 Page

 7.3

 Indebtedness.
 74

 7.4

 Affiliate Transactions.
 77

 7.5

 Activities of Holdings.
 78

 7.6

 [Reserved].
 79

 7.7

 Liens; Negative Pledge.
 79

 7.8

 Sale of Stock and Assets.
 81

 7.9

 [Reserved].
 83

 7.10

 Financial Covenant.
 83

 7.11

 [Reserved].
 83

 7.12

 Sale-Leasebacks.
 83

 7.13

 Junior Debt Payments.
 83

 7.14

 Restricted Payments.
 85

 7.15

 Change of Jurisdiction, Corporate Name or Location; Change of Fiscal Year.
 87

 7.16

 No Impairment of Intercompany Transfers.
 88

 7.17

 [Reserved].
 88

 7.18

 Amendments of Organization Documents.
 88

 ARTICLE VIII TERM
 89

 8.1

 Termination.
 89

 8.2

 Survival of Obligations Upon Termination of Financing Arrangements.
 89

 ARTICLE IX EVENTS OF DEFAULT: RIGHTS AND REMEDIES
 89

 9.1

 Events of Default.
 89

 9.2

 Remedies.
 92

 ARTICLE X ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF ADMINISTRATIVE AGENT
 92

 10.1

 Assignment and Participations.
 92

 10.2

 Appointment of Administrative Agent.
 96

 10.3

 Administrative Agent’s Reliance, Etc.
 97

 10.4

 Administrative Agent and Affiliates.
 98

 10.5

 Lender Credit Decision.
 98

 10.6

 Indemnification.
 99

 10.7

 Successor Administrative Agent.
 99

 10.8

 Set-Off and Sharing of Payments.
 100

 10.9

 No Liability; Return of Payment; Defaulting Lenders; Information; Actions in Concert.
 101

 10.10

 No Reliance on Administrative Agent’s Customer Identification Program.
 105

 10.11

 USA Patriot Act.
 105

 10.12

 Release of Collateral or Guarantors; Subordination of Liens.
 105

 10.13

 Credit Bid.
 107

 10.14

 Secured Parties.
 107

 iii

 Table
of Contents

 (continued)

 Page

 10.15

 Withholding Tax.
 108

 10.16

 Certain Payments.
 108

 10.17

 Acknowledgement Regarding Any Supported QFCs
 109

 ARTICLE XI SUCCESSORS AND ASSIGNS
 110

 11.1

 Successors and Assigns.
 110

 ARTICLE XII MISCELLANEOUS
 111

 12.1

 Complete Agreement; Modification of Agreement.
 111

 12.2

 Amendments and Waivers.
 111

 12.3

 Fees and Expenses.
 116

 12.4

 Indemnity.
 116

 12.5

 No Waiver.
 118

 12.6

 Remedies.
 118

 12.7

 Severability.
 119

 12.8

 Conflict of Terms.
 119

 12.9

 GOVERNING LAW.
 119

 12.10

 Notices.
 120

 12.11

 Section Titles.
 122

 12.12

 Counterparts; Electronic Signatures.
 122

 12.13

 WAIVER OF JURY TRIAL.
 123

 12.14

 Reinstatement.
 123

 12.15

 Advice of Counsel.
 123

 12.16

 No Strict Construction.
 123

 12.17

 Treatment of Certain Information; Confidentiality.
 124

 12.18

 Anti-Money Laundering Legislation.
 125

 12.19

 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
 126

 12.20

 ERISA.
 127

 12.21

 Effect of Amendment and Restatement of the Existing Credit Agreement: No Novation.
 128

 12.22

 Intercreditor Agreements.
 129

 ARTICLE XIII GUARANTY
 129

 13.1

 Guaranty of the Obligations
 129

 13.2

 Contribution by Guarantors
 129

 13.3

 Payment by Guarantors
 130

 13.4

 Liability of Guarantors Absolute
 130

 13.5

 Waivers by Guarantors
 132

 13.6

 Guarantors’ Rights of Subrogation, Contribution, Etc
 132

 13.7

 Subordination of Other Obligations
 133

 13.8

 Continuing Guaranty
 133

 13.9

 Authority of Guarantors or the Borrower
 133

 iv

 Table
of Contents

 (continued)

 Page

 13.10

 Financial Condition of the Borrower
 133

 13.11

 Bankruptcy, Etc.
 134

 13.12

 Discharge of Guaranty Upon Sale of Guarantor
 134

 13.13

 Keepwell
 134

 v

 INDEX OF APPENDICES

 Annex A
 –
 Commitments

 Schedule 1.1(A)
 –
 Immaterial Subsidiaries

 Schedule 1.1(B)
 –
 Existing Letters of Credit

 Schedule 1.1
 –
 Definitions

 Schedule 4.1
 –
 Jurisdictions of Organization and Qualification

 Schedule 4.2
 –
 Equity Interests and Ownership

 Schedule 4.6
 –
 Real Estate

 Schedule 4.13
 –
 Litigation

 Schedule 4.17
 –
 Environmental Matters

 Schedule 4.21
 –
 Compliance with Health Care Laws and Permits

 Schedule 7.2
 –
 Investments

 Schedule 7.3
 –
 Indebtedness

 Schedule 7.4
 –
 Transactions with Affiliates

 Schedule 7.7
 –
 Existing Liens

 Schedule 7.14
 –
 Restricted Payments

 Schedule 12.10
 –
 Notices

 Exhibit 2.1(a)(i)
 –
 Form of Notice of Advance

 Exhibit 2.1(b)(i)
 –
 Form of Notice of Term Loan

 Exhibit 2.3(a)
 –
 Form of Notice of Prepayment

 Exhibit 2.3(b)(v)
 –
 Form of Excess Cash Flow Certificate

 Exhibit 2.5(e)
 –
 Form of Notice of Conversion/Continuation

 Exhibit 2.11(g)-1
 –
 Form of U.S. Tax Compliance Certificate

 Exhibit 2.11(g)-2
 –
 Form of U.S. Tax Compliance Certificate

 Exhibit 2.11(g)-3
 –
 Form of U.S. Tax Compliance Certificate

 Exhibit 2.11(g)-4
 –
 Form of U.S. Tax Compliance Certificate

 Exhibit 2.13(a)
 –
 Form of Revolving Note

 Exhibit 2.13(b)(i)
 –
 Form of Term Loan Note

 Exhibit 3.1(d)
 –
 Form of Solvency Certificate

 Exhibit 5.1(b)
 –
 Form of Compliance Certificate

 Exhibit 10.1
 –
 Form of Assignment and Acceptance

 vi

 THIRD AMENDED AND RESTATED FIRST LIEN
CREDIT AND GUARANTY AGREEMENT

 THIRD AMENDED AND RESTATED
FIRST LIEN CREDIT AND GUARANTY AGREEMENT , dated as of April 18, 2024 (as amended by that certain Amendment No. 1 to Credit and Guaranty
Agreement, dated as of November 26, 2024 , as amended by that certain Incremental
Amendment No. 2 to Credit and Guaranty Agreement, dated as of June 11, 2025, and as amended by that certain Incremental Amendment No.
3 to Credit and Guaranty Agreement, dated as of June 10, 2026 ), is entered into by and among RADNET MANAGEMENT, INC., a California
corporation (the “ Borrower ”), RADNET, INC., a Delaware corporation (“ Holdings ”), CERTAIN SUBSIDIARIES
and AFFILIATES OF THE BORROWER, as Guarantors, the Lenders and other financial institutions from time to time party hereto, and BARCLAYS
BANK PLC (“ Barclays ”), as Administrative Agent (together with its permitted successors in such capacity, the “ Administrative
Agent ”) and as Collateral Agent (together with its permitted successors in such capacity, the “ Collateral Agent ”).

 RECITALS

 WHEREAS , capitalized
terms used in these Recitals have the respective meanings set forth for such terms in Schedule 1.1 hereof;

 WHEREAS , pursuant
to that certain Second Amended and Restated First Lien Credit and Guaranty Agreement, dated as of April 23, 2021 (as amended, restated,
amended and restated, supplemented or modified from time to time prior to the Effective Date, the “ Existing Credit Agreement ”),
the Lenders (as defined in the Existing Credit Agreement, the “ Existing Lenders ”) have extended certain credit facilities
to the Borrower consisting of (i) $678,687,500 aggregate principal amount of outstanding Term Loans (as defined in the Existing Credit
Agreement) (the “ Existing Term Loans ”) and (ii) $195,000,000 aggregate principal amount of Revolving Loan Commitments
(as defined in the Existing Credit Agreement) (the “ Existing Revolving Commitments ”; and any loans extended thereunder,
together with the Existing Term Loans, the “ Existing Loans ”), the proceeds of which were used to repay certain existing
Indebtedness of the Borrower and its Subsidiaries, pay expenses related thereto and to provide funds for other general corporate purposes
of the Borrower and its Subsidiaries;

 WHEREAS , the Borrower has
requested (a) new term loan commitments in an aggregate principal amount of $875,000,000, the Loans in respect of which will be available
to the Borrower on the Effective Date, (b) new revolving commitments in an aggregate principal amount of $282,000,000 and (c) to amend
and restate the Existing Credit Agreement in its entirety, as set forth herein;

 WHEREAS , the Lenders
party hereto (including certain Existing Lenders) are willing to provide the Initial Term Loan Commitments and Revolving Commitments,
as the case may be;

 WHEREAS , it is understood
and agreed that the Initial Term Loan Commitments and corresponding Initial Term Loans and the Revolving Commitments shall refinance in
full all outstanding Indebtedness under the Existing Credit Agreement (the “ Refinancing ”);

 WHEREAS , the Borrower
has requested that Lenders extend credit hereunder in the form of 2024 Refinancing Term Commitments in order to refinance in full the
Initial Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date and the 2024 Refinancing Term Lenders party to
Amendment No. 1 are willing to provide such 2024 Refinancing Term Commitments;

 WHEREAS ,
the Borrower has requested that Lenders extend credit hereunder in the form of 2026 Refinancing Term Commitments in order to refinance
in full the Initial Term Loans (including the 2024 Refinancing Term Loans) outstanding immediately prior to the Amendment No. 3 Effective
Date and the 2026 Refinancing Term Lenders party to Amendment No. 3 are willing to provide such 2026 Refinancing Term Commitments;

 WHEREAS ,
the Borrower has requested that Lenders extend credit hereunder in the form of 2026 Incremental Term Commitments and the 2026 Incremental
Term Lenders party to Amendment No. 3 are willing to provide such 2026 Incremental Term Commitments.

 WHEREAS , the Borrower
has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a First Priority
Lien on substantially all of its assets, including a pledge of all of the Equity Interests of each of its Domestic Subsidiaries, 66.0%
of all of the voting Equity Interests of each of its Foreign Subsidiaries that are CFCs and all of the non-voting Equity Interests of
each of its Foreign Subsidiaries that are CFCs, in each case subject to the exclusions, terms and conditions set forth in the Loan Documents;
and

 WHEREAS , the Guarantors
have agreed to guarantee the obligations of the Borrower hereunder and to secure their respective Obligations by granting to the Collateral
Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge
of all of the Equity Interests of each of their respective Domestic Subsidiaries (including the Borrower), 66.0% of all of the voting
Equity Interests of each of their respective Foreign Subsidiaries that are CFCs and all of the non-voting Equity Interests of each of
their respective Foreign Subsidiaries that are CFCs, in each case subject to the exclusions, terms and conditions set forth in the Loan
Documents.

 WHEREAS , all Annexes,
Schedules, Exhibits and other attachments (collectively, “ Appendices ”) hereto are incorporated herein by reference,
and taken together, shall constitute but a single agreement. These Recitals shall be construed as part of this Agreement.

 NOW , THEREFORE ,
in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties
hereto agree as follows:

 ARTICLE
I

DEFINITIONS

 1.1
 Definitions .

 Capitalized terms used
in the Loan Documents shall have (unless otherwise provided elsewhere in the Loan Documents) the meanings specified therefor on Schedule
1.1 .

 2

 1.2
 Interpretive Matters .

 (a)
 All other undefined terms contained in any of the Loan Documents shall, unless the context indicates otherwise, have the meanings
provided for by the Code as in effect in the State of New York to the extent the same are used or defined therein. Unless otherwise specified,
references in this Agreement or any of the Appendices to a Section, subsection or clause refer to such Section, subsection or clause as
contained in this Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Agreement as a whole, including all Annexes, Exhibits and Schedules, as the same may from time to time be amended,
restated, amended and restated, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement
or any such Annex, Exhibit or Schedule. Any reference in this Agreement to any Loan Document or any other document or agreement means
such document as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time (subject to the restrictions
on such amendments, restatements, supplements or modifications set forth herein). If any date of compliance with the terms and conditions
of any Loan Document falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following
Business Day.

 (b)
 Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular
and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders.
The words “including,” “includes” and “include” shall be deemed to be followed by the words “without
limitation”; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted
by the Loan Documents) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all
references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever
any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party, such words are intended to signify
that a Responsible Officer such Loan Party has actual knowledge or awareness of a particular fact or circumstance.

 (c)
 Unless otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given
such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied.
That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed
to limit the foregoing. If any “Accounting Changes” (as defined below) occur and such changes result in a change in the calculation
of the financial covenants, standards or terms used in this Agreement or any other Loan Document, the Borrower, the Administrative Agent
and the Lenders agree in good faith to enter into negotiations in order to amend such provisions of this Agreement so as to equitably
reflect such Accounting Changes with the desired result that the criteria for evaluating the Loan Parties’ and their Restricted
Subsidiaries’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made;
 provided , however , that for the avoidance of doubt, the agreement of the Borrower and the Requisite Lenders to any required
amendments of such provisions shall be sufficient to bind the parties hereto. “ Accounting Changes ” means (i) changes
in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions), including,
but not limited to, the FASB Accounting Standards Codification™; (ii) changes in accounting principles concurred in by the Borrower’s
certified public accountants; (iii) purchase accounting adjustments under A.P.B. 16 and/or 17 and EITF 88-16, and the application of
the accounting principles set forth in FASB 109, or, in each case, any FASB Accounting Standards Codification™ having a similar
result or effect, including the establishment of reserves pursuant thereto and any subsequent reversal (in whole or in part) of such
reserves; and (iv) the reversal of any reserves established as a result of purchase accounting adjustments. If the Borrower and the Requisite
Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying Accounting Change
with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document shall, only
to the extent of such Accounting Change, refer to GAAP, consistently applied after giving effect to the implementation of such Accounting
Change. If the Borrower and Requisite Lenders cannot agree upon the required amendments within thirty (30) days following the date of
implementation of any Accounting Change, then all Financial Statements delivered and all calculations of financial covenants and other
standards and terms in accordance with this Agreement and the other Loan Documents shall be prepared, delivered and made without regard
to the underlying Accounting Change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature
used herein shall be construed, and all computations of amounts and ratios referred to in Article VII shall be made, without giving
effect to any election under Statement of Financial Accounting Standards 159 (or any other Financing Accounting Standard or FASB Accounting
Standards Codification™ having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or
any Restricted Subsidiary at “fair value”. For purposes of calculations made pursuant to the terms of this Agreement or otherwise
for purposes of compliance herewith, GAAP will be deemed to treat operating leases and Capital Lease Obligations in a manner consistent
with their current treatment under generally accepted accounting principles as in effect on the Effective Date, notwithstanding any modifications
or interpretive changes thereto that may occur thereafter.

 3

 (d)
 For purposes of determining whether the incurrence of any Indebtedness is in compliance with any applicable ratio (including any
applicable First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio or Total Net Leverage Ratio), test or basket, such determination
shall be made on a Pro Forma Basis for the incurrence of such Indebtedness without netting the net cash proceeds of such Indebtedness
for purposes of any leverage ratio (but giving effect to any use of such net cash proceeds) and, in the case of any such Indebtedness
constituting revolving Indebtedness, assuming that such Indebtedness is fully drawn.

 (e)
 Financial Statements that are “required to be delivered” shall mean, with respect to Holdings, Borrower and any Subsidiary,
Financial Statements that have been prepared in accordance with GAAP and delivered to the Administrative Agent in accordance with the
applicable requirements under Section 5.1 .

 4

 1.3
 Limited Condition Transaction .

 Notwithstanding anything
to the contrary contained herein, for purposes of (i) measuring any applicable ratio (including any applicable First Lien Net Leverage
Ratio, Senior Secured Net Leverage Ratio or Total Net Leverage Ratio), test, exception or basket in connection with the incurrence of
any Indebtedness (including any Incremental Facilities) or Liens or the making of any acquisitions or other Investments, Restricted Payments,
Junior Debt Payments, asset sales, mergers, liquidations or fundamental changes, (ii) determining compliance with any provision of this
Agreement or any other Loan Document that requires (A) that the representations and warranties of the Borrower or any other Loan Party
set forth herein or in any other Loan Document be true and correct as of a specified date or (B) that no Default or Event of Default
has occurred, is continuing or would result from a specified action or (iii) determining satisfaction of any condition precedent to such
action set forth herein or in any other Loan Document, in each case, in connection with a Limited Condition Transaction, the date of
determination of whether any such action is permitted hereunder, shall at the Borrower’s option (the Borrower’s election
to exercise such option, an “ LCT Election ”) be deemed to be, in the case of any Junior Debt Payment requiring delivery
of notice in advance thereof or any Restricted Payment declared in advance thereof, the date of delivery of such notice, declaration
or similar event and, in the case of any other Limited Condition Transaction, the date the definitive agreement for such Limited Condition
Transaction is entered into (in each case, such date, the “ LCT Test Date ”), and if, on a Pro Forma Basis after giving
Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they
had occurred at the beginning of the most recent Measurement Period ended prior to the LCT Test Date for which Financial Statements are
required to be delivered, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, test
or basket, provision or condition precedent, the Borrower shall be deemed to be in compliance with such ratio, test or basket, provision
or condition precedent for all purposes relating to such Limited Condition Transaction; provided that in connection with any Borrowing,
no Specified Event of Default shall have occurred or be continuing at the time of such Borrowing. If the Borrower has made an LCT Election
for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (other than for purposes of determining
actual compliance with the financial covenant under Section 7.10 (as opposed to compliance on a Pro Forma Basis for purposes of
another provision)), test or basket in connection with the incurrence of any Indebtedness (including any Incremental Facilities) or Liens
or the making of any acquisitions or other Investments, Restricted Payments, Junior Debt Payment, asset sales, mergers, liquidations
or fundamental changes occurring on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited
Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction or notice
or declaration is terminated, revoked or expires without consummation of such Limited Condition Transaction, any such ratio, test or
basket shall be calculated (A) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection
therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (B) with respect to any
Restricted Payments, assuming such Limited Condition Transaction and the other transactions to be consummated in connection therewith
(including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, (i)
if the Borrower has made an LCT Election and any of the ratios, tests or baskets, provisions or conditions precedent for which compliance
was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any ratio, test
or basket, including due to fluctuations in Consolidated Adjusted EBITDA of Holdings and its Restricted Subsidiaries or the Person subject
to such Limited Condition Transaction, occurring on or prior to consummation of the applicable Limited Condition Transaction, the Borrower
shall be deemed to be in compliance with such ratio, test or basket, provision or condition precedent notwithstanding such fluctuations,
and (ii) any applicable ratios, tests or baskets, provisions or conditions precedents shall only be tested at the time of consummation
of such Limited Condition Transaction if the Borrower has elected in its sole discretion to test such ratio, test or basket, provision
or condition precedent on the date such Limited Condition Transaction is consummated instead of the LCT Test Date.

 5

 1.4
 Pro Forma Basis .

 (a)
 Notwithstanding anything to the contrary herein, all ratios (including the First Lien Net Leverage Ratio, the Senior Secured Net
Leverage Ratio and the Total Net Leverage Ratio), tests and baskets, and compliance with covenants determined by reference to Consolidated
Adjusted EBITDA or TTM Consolidated EBITDA, shall be calculated in the manner prescribed by this Section 1.4 ; provided that,
notwithstanding anything to the contrary in this Section 1.4 , when calculating (i) the First Lien Net Leverage Ratio for purposes
of determining the “Applicable Margin” and (ii) the Total Net Leverage Ratio for the purposes of determining actual compliance
with the financial covenant under Section 7.10 (as opposed to compliance on a Pro Forma Basis for purposes of another provision),
the events described in this Section 1.4 that occurred subsequent to the end of the applicable Measurement Period shall not be
given Pro Forma Effect.

 (b)
 For purposes of calculating the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage
Ratio, Consolidated Adjusted EBITDA or TTM Consolidated EBITDA, Specified Transactions (and the incurrence or repayment of any Indebtedness
in connection therewith) that have been made (i) during the applicable Measurement Period or (ii) subsequent to such Measurement Period
and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a Pro Forma Basis
assuming that all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial
definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Measurement Period.
If since the beginning of any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged,
amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Measurement Period
shall have consummated any Specified Transaction that would have required adjustment pursuant to this Section 1.4 , then the First
Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, Consolidated Adjusted EBITDA or TTM Consolidated
EBITDA, as applicable, shall be calculated to give Pro Forma Effect thereto in accordance with this Section 1.4 .

 (c)
 Whenever Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by
a responsible financial or accounting officer of the Borrower or Holdings and may include, at the Borrower’s or Holding’s
option, for the avoidance of doubt, (x) the amount of pro forma “run rate” cost savings, operating expense reductions, operational
improvements and synergies related to such Specified Transaction (including expected revenue enhancements) that are reasonably identifiable
and projected by the Borrower or Holdings in good faith to result from actions that have been taken or with respect to which substantial
steps have been taken or initiated or are expected to be taken (in the good faith determination of the Borrower or Holdings) within the
first 18 months after such Specified Transaction and reasonably anticipated (in the good faith determination of the Borrower or Holdings)
to be realized during such period (calculated (i) on a pro forma basis as though such cost savings, operating expense reductions, operating
improvements and synergies had been realized on the first day of the applicable Measurement Period and as if such cost savings, operating
expense reductions, operational improvements and synergies were realized during the entirety of such Measurement Period and (ii) such
that “run-rate” means the full recurring benefit for a period that is associated with such actions or steps) relating to such
Specified Transaction, net of the amount of actual benefits realized during such Measurement Period from such actions or steps, (y) any
pro forma adjustments reflected (in reasonable detail) by any due diligence quality of earnings report conducted by a “big four”
accounting firm, FTI Consulting, Inc. or another third-party financial advisor reasonably acceptable to the Administrative Agent and retained
by Holdings or any of its Subsidiaries, and (z) any pro forma adjustments determined on a basis consistent with Article 11 of Regulation
S-X promulgated under the Securities Exchange Act of 1934, as amended, as interpreted by the staff of the SEC (or any successor agency);
 provided that no amounts shall be added back in computing Consolidated Adjusted EBITDA pursuant to this Section 1.4(c) to
the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma
adjustment or otherwise, with respect to such Measurement Period; provided , that , the aggregate amount of all addbacks pursuant
to this Section 1.4(c)(x), together with the adjustments set forth in clause (f) of the definition of Consolidated Adjusted EBITDA shall
not exceed, in the aggregate, 25% of Consolidated Adjusted EBITDA (calculated prior to giving effect to such addbacks and adjustments).

 6

 (d)
 In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including
by redemption, repayment, retirement, defeasance, discharge or extinguishment) any Indebtedness included in the calculations of the First
Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio, as the case may be (in each case, other
than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes),
(i) during the applicable Measurement Period or (ii) subsequent to such Measurement Period and prior to or simultaneously with the event
for which the calculation of any such ratio is made, then such ratio or test shall be calculated giving Pro Forma Effect to such incurrence,
assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, in each
case, to the extent required, as if the same had occurred on the last day of the applicable Measurement Period. Interest on a Capital
Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower
or Holdings to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally
be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall
be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower
or Restricted Subsidiary may designate.

 1.5
 Calculation of Amounts .

 (a)
 In the event that any action or transaction meets the criteria of one or more than one of the categories of exceptions, thresholds
or baskets pursuant to any applicable covenant in Article VII , such action or transaction (or portion thereof) may be divided and
classified, and later (on one or more occasions) be redivided and/or reclassified under one or more of such exceptions, thresholds or
baskets of the same covenant as the Borrower may elect from time to time, including reclassifying any utilization of fixed (which may
be specified as a percentage of TTM Consolidated EBITDA or otherwise subject to grower components) exceptions, thresholds or baskets (for
purposes of this Section 1.5 , “ fixed baskets ”) as incurred under any available incurrence-based exception, threshold
or basket (including any exception or basket requiring compliance with a specified First Lien Net Leverage Ratio, Senior Secured Net Leverage
Ratio or Total Net Leverage Ratio) (for purposes of this Section 1.5 , “ incurrence-based baskets ”), and if any
applicable ratios or financial tests for such incurrence-based baskets would be satisfied at any time in any subsequent fiscal quarter,
such reclassification shall be deemed to have automatically occurred at such time if not elected by the Borrower.

 7

 (b)
 In the event any fixed baskets are intended to be utilized together with any incurrence-based baskets in a single transaction or
series of related transactions, (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of any
Indebtedness, Liens or other applicable transaction or action to be incurred under any incurrence-based baskets shall first be calculated
without giving effect to amounts being utilized pursuant to any fixed baskets, but giving full Pro Forma Effect to all applicable and
related transactions (including, subject to the foregoing with respect to fixed baskets, any incurrence and repayments of Indebtedness)
and all other permitted pro forma adjustments, and (ii) thereafter, incurrence of the portion of such Indebtedness, Liens or other applicable
transaction or action to be incurred under any fixed baskets shall be calculated.

 1.6
 Benchmark Replacement Setting .

 (a)
 Benchmark Replacement . Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (A) if a Benchmark
Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark
Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect
of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (b) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such
Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City
time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed Benchmark Replacement to all affected Lenders
and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Lenders comprising the Requisite Lenders.

 (b)
 Benchmark Replacement Conforming Changes . In connection with the use, administration, adoption or implementation of a Benchmark
Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes
will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

 (c)
 Notices; Standards for Decisions and Determinations . The Administrative Agent will promptly notify the Borrower and the
Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes
in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly
notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 1.6(d) and (y) the commencement
of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 1.6, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent
from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section
1.6.

 8

 (d)
 Unavailability of Tenor of Benchmark . Notwithstanding anything to the contrary herein or in any other Loan Document, at
any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate
(including any Term Benchmark) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that
publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor
for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period”
(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information
service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not
or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition
of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate
such previously removed tenor.

 (e)
 Benchmark Unavailability Period . Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark
Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to
have converted any such request into a request for a Borrowing of or conversion to Alternate Base Rate Loans. During any Benchmark Unavailability
Period or at any time that any tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based
upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base
Rate.

 (f)
 Rates . The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect
to (a) the continuation of, administration of, submission of, calculation of or any other matter related to Alternate Base Rate, any Term
Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement
rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor
or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or
have the same volume or liquidity as, Alternate Base Rate, any Term Benchmark, or any other Benchmark prior to its discontinuance or unavailability,
or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates
or other related entities may engage in transactions that affect the calculation of Alternate Base Rate, any Term Benchmark, any alternative,
successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse
to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Alternate
Base Rate, any Term Benchmark, or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability
to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental
or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any
error or calculation of any such rate (or component thereof) provided by any such information source or service.

 9

 1.7
 Divisions . For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws), including but not limited to the Delaware Limited Liability
Company Act: (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different
Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person
comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its
Equity Interests at such time.

 1.8 Cashless
Settlement . Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, any Lender may exchange,
continue or rollover all or a portion of its Loans or Commitments in connection with any refinancing, extension, renewal, loan modification
or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower,
Administrative Agent and such Lender.

 ARTICLE
II

AMOUNT AND TERMS OF CREDIT

 2.1
 Credit Facilities .

 (a)
 Revolving Credit Facility.

 (i)
 Subject to the terms and conditions expressly set forth herein, each Revolving Lender agrees to make available to the Borrower
from time to time on and following the Effective Date until the Commitment Termination Date such Revolving Lender’s Pro Rata Share
of advances under the Revolving Loan Commitment (each, an “ Advance ”); provided that on each date that an Advance
is made, the Borrower shall repay all Swingline Loans then outstanding. The Pro Rata Share of the Revolving Loan of any Revolving Lender
shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several
and not joint. The aggregate amount of Advances outstanding shall not exceed at any time the Maximum Amount less the sum of the Letter
of Credit Obligations outstanding at such time (such aggregate amount of Advances permitted to be outstanding at any one time, the “ Borrowing
Availability ”). Until the Commitment Termination Date, the

 10

 Borrower may from time to time borrow, repay and, subject to Borrowing
Availability, reborrow under this Section 2.1(a) for the purposes described in Section 2.4 . Each Advance shall be made on
notice by the Borrower to Administrative Agent at the address specified herein. Such notices must be given no later than (a) in the case
of an Alternate Base Rate Loan borrowing, 10:00 a.m. New York time one Business Day prior to the proposed date of such borrowing of a
requested Alternate Base Rate Loan, and (b) in the case of a Term Benchmark Borrowing, 12:00 noon New York time at least three (3) U.S.
Government Securities Business Days prior to the proposed date of such borrowing. Each such notice (a “ Notice of Advance ”)
must be given in writing (by telecopy, electronic means, including by email and pdf attachment of such Notice of Advance, or overnight
courier) substantially in the form of Exhibit 2.1(a)(i) and shall include the information required in such Exhibit. If the Borrower
desires to have the Advances bear interest by reference to a Term Benchmark, Borrower must comply with Section 2.5(e) unless otherwise
waived by the Administrative Agent. The Administrative Agent shall notify each Revolving Lender promptly after receipt of a Notice of
Advance of the details thereof by telecopy, electronic means or other similar form of transmission. Each Revolving Lender shall, severally
and not jointly, make the amount of such Lender’s Pro Rata Share of each Advance available to the Administrative Agent in same day
funds by wire transfer to the Administrative Agent’s Account not later than 12:00 noon New York time on the borrowing date set forth
on the Notice of Advance so that the Administrative Agent may make such Advance available to the Borrower in same day funds by wire transfer
to the Borrower’s account set forth on the Notice of Advance.

 (ii)
 The Administrative Agent may, but shall not be obligated to, make available to the Borrower the aggregate Advance requested in
any Notice of Advance on the assumption that each Revolving Lender will make its Pro Rata Share of such Advance available to the Administrative
Agent. If the Administrative Agent elects to make any Revolving Lender’s Pro Rata Share of a requested Advance available to the
Borrower, prior to the Administrative Agent’s receipt of funds from such Revolving Lender, and if such Revolving Lender fails to
pay the amount of its Pro Rata Share of such Advance to the Administrative Agent as required hereunder, the Administrative Agent shall
promptly notify the Borrower, and the Borrower shall, promptly following receipt of such notice, repay such portion of such Advance to
the Administrative Agent. Any such repayment shall be accompanied by accrued interest thereon at the rate of interest then applicable
to Advances that are Alternate Base Rate Loans. Without duplication of the foregoing, the Revolving Lender whose Pro Rata Share of a requested
Advance was disbursed to the Borrower by the Administrative Agent prior to the Administrative Agent’s receipt of funds from such
Revolving Lender, shall promptly make its Pro Rata Share of such Advance available to the Administrative Agent, and if any Revolving Lender
fails to make such amount available to the Administrative Agent by the time required hereunder, the Administrative Agent shall promptly
notify such Revolving Lender, and such Revolving Lender shall, promptly following receipt of such notice, pay such amount together with
accrued interest thereon at the rate of interest then applicable to Advances that are Alternate Base Rate Loans. If the Borrower and such
Revolving Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. Nothing in this Section 2.1(a) or elsewhere
in this Agreement or the other Loan Documents shall be deemed to prejudice any rights that the Borrower may have against a Revolving Lender
as a result of any failure by that Revolving Lender to fund any portion of its Loans as required under this Agreement.

 11

 (iii)
 The entire unpaid balance of the aggregate Revolving Loan and all other Revolver Obligations (other than contingent indemnification
obligations that survive the termination of this Agreement) shall be due and payable in full on the earlier of (x) the date set forth
in clause (a) of the definition of Commitment Termination Date and (y) the date of acceleration of the Revolver Obligations pursuant to
 Section 9.2 , if not sooner paid in full in accordance with the terms of the Loan Documents (without limiting the Borrower’s
obligation to timely make all payments required under the terms of the Loan Documents).

 (iv)
 Each Advance shall be in a minimum amount of $500,000 or any greater multiple of $100,000.

 (b)
 Initial Term Loan.

 (i)
 Subject to the terms and conditions expressly set forth herein, on the Effective Date, (A) each Term Loan Lender which is not a
Cashless Roll Term Loan Lender agrees, severally and not jointly, to make a term loan (each, a “ Funded Initial Term Loan ”)
to the Borrower in an original principal amount equal to such Term Loan Lender’s Pro Rata Share of the Initial Term Loan Commitment
and (B) each Term Loan Lender which is a Cashless Roll Term Loan Lender agrees (1) to exchange all of its Existing Term Loans in an original
principal amount not to exceed such Term Loan Lender’s Pro Rata Share of the Initial Term Loan Commitment, on the terms set forth
herein, for a single term loan (each, an “ Exchanged Initial Term Loan ”) (which Exchanged Initial Term Loan shall be
in an original principal amount equal to the principal amount of the Existing Term Loans so exchanged by such Cashless Roll Term Loan
Lender), and (2) to make a term loan (each, a “ Funded Excess Commitment Initial Term Loan ”) to the Borrower in an original
principal amount (not less than zero) equal to (A) such Term Loan Lender’s Pro Rata Share of the Initial Term Loan Commitment minus
(B) the principal amount of its Existing Term Loans exchanged for Exchanged Initial Term Loans pursuant to the foregoing clause (1). Subject
to the terms and conditions expressly set forth herein and in Amendment No. 1, on the Amendment No. 1 Effective Date, (A) each 2024 Refinancing
Term Lender which is not a Rollover 2024 Refinancing Term Lender agrees, severally and not jointly, to make a 2024 Refinancing Term Loan
to the Borrower in an original principal amount equal to such 2024 Refinancing Term Lender’s 2024 Refinancing Term Commitment and
(B) each 2024 Refinancing Term Lender that is a Rollover 2024 Refinancing Term Lender agrees to exchange all of its Amendment No. 1 Existing
Term Loans in an original principal amount not to exceed such 2024 Refinancing Term Lender’s 2024 Refinancing Term Commitment, on
the terms set forth herein, for a 2024 Refinancing Term Loan in an original principal amount equal to the principal amount of the Amendment
No. 1 Existing Term Loans so exchanged by such Rollover 2024 Refinancing Term Lender. Subject
to the terms and conditions expressly set forth herein and in Amendment No. 3, on the Amendment No. 3 Effective Date, (A) each 2026 Refinancing
Term Lender which is not a Rollover 2026 Refinancing Term Lender

 12

 agrees, severally and not jointly, to make a 2026 Refinancing Term Loan
to the Borrower in an original principal amount equal to such 2026 Refinancing Term Lender’s 2026 Refinancing Term Commitment and
(B) each 2026 Refinancing Term Lender that is a Rollover 2026 Refinancing Term Lender agrees to exchange all of its Amendment No. 3 Existing
Term Loans in an original principal amount not to exceed such 2026 Refinancing Term Lender’s 2026 Refinancing Term Commitment, on
the terms set forth herein, for a 2026 Refinancing Term Loan in an original principal amount equal to the principal amount of the Amendment
No. 3 Existing Term Loans so exchanged by such Rollover 2026 Refinancing Term Lender. Amounts paid or prepaid in respect of the
Initial Term Loan may not be reborrowed. The Initial Term Loan and ,
the 2024 Refinancing Term Loans and the 2026 Refinancing Term Loans
shall be made on notice by the Borrower to the Administrative Agent at the address specified herein. Such notice must be given at least
one (1) Business Day prior to the Effective Date or ,
the Amendment No. 1 Effective Date or the Amendment No. 3 Effective Date,
as applicable (it being agreed and understood that any such notice may be conditioned upon the occurrence of an event and revocable in
the event such event will or does not occur). Such notice (a “ Notice of Term Loan ”) must be given in writing (by telecopy,
electronic means, including by email and pdf attachment of such Notice of Term Loan, or overnight courier) substantially in the form of
 Exhibit 2.1(b)(i) .

 (ii)
 The Initial Term Loan shall be repaid in consecutive quarterly installments of (A) $2,187,500 on the last day of each March, June,
September and December, commencing with September 30, 2024 and ending on March 30, 2025, and (B)
from and after the Amendment No. 2 Effective Date, $2,439,389.17 on the last day of each March, June, September and December, commencing
with June 30, 2025 and ending on March 30, 2026 and (C) from and after the
Amendment No. 3 Effective Date, $3,075,521.49 on the last day of each March, June, September and December, commencing on June 30, 2026
 (in each case, as such payments may be reduced from time to time as a result of the application of prepayments and repurchases
in accordance with Section 2.3 ).

 (iii)
 Notwithstanding the foregoing clause (ii), the entire unpaid balance of the aggregate Initial Term Loan and all other Term Loan
Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) shall be due and payable
in full on the Term Loan Maturity Date, if not sooner paid in full in accordance with the terms of the Loan Documents (without limiting
Borrower’s obligation to timely make all payments required under the terms of the Loan Documents).

 (c)
 [Reserved].

 (d)
 Incremental Facilities.

 (i)
 Incremental Commitments . The Borrower may at any time or from time to time after the Effective Date, by notice to
the Administrative Agent (an “ Incremental Request ”), request to establish (A) (1) one or more new commitments under
any then-existing tranche of Term Loans (a “ Term Loan Increase ”) and/or (2) one or more additional tranches of term
loans (an “ Incremental Term Facility ” and, collectively with any Term Loan Increase, “ Incremental Term Commitments ”)
under this Agreement and/or (B) (1) one or more increases in the amount of the Revolving Loan Commitments (a “ Revolving Commitment
Increase ”) and/or (2) one or more new revolving credit commitments (a “ New Revolving Credit Commitment ” and,
collectively with any Revolving Commitment Increases, “ Incremental Revolving Loan Commitments ” and, collectively with
any Incremental Term Facility, “ Incremental Facilities ”); Incremental Revolving Loan Commitments, collectively with
any Incremental Term Commitments, “ Incremental Commitments ”).

 13

 (ii)
 Incremental Loans . On any Incremental Facility Effective Date on which any Incremental Term Commitments of any Class are
effected (including through any Term Loan Increase), subject to satisfaction or waiver of the conditions expressly set forth in Section
2.1(d)(iv) , (A) each Incremental Term Loan Lender of such Class shall make a Loan to the Borrower (an “ Incremental Term Loan ”)
in an amount equal to its Incremental Term Commitment in respect of such Class and (B) each Incremental Term Loan Lender of such Class
shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class
made pursuant thereto. Any Incremental Term Facility shall be designated as a separate Class of Incremental Term Loans for all purposes
of this Agreement. On any Incremental Facility Effective Date on which any Incremental Revolving Loan Commitments are effected, subject
to satisfaction or waiver of the conditions expressly set forth in Section 2.1(d)(iv) , (A) each Incremental Revolving Credit Lender
shall make its Commitment available to the Borrower (when borrowed, an “ Incremental Revolving Loan ” and collectively
with any Incremental Term Loan, “ Incremental Loans ”) in an amount equal to its Revolving Commitment Increase or New
Revolving Credit Commitment, as applicable, and (B) each Incremental Revolving Credit Lender shall become a Lender hereunder with respect
to the Revolving Commitment Increase or the New Revolving Credit Commitment, as applicable, and the Incremental Revolving Loans made pursuant
thereto.

 (iii)
 Incremental Request . Each Incremental Request from the Borrower pursuant to this Section 2.1(d) shall set forth the
requested amount and proposed terms of the relevant Incremental Commitments. Incremental Term Loans may be made, and Incremental Revolving
Loan Commitments may be provided, by any existing Lender (but, unless otherwise agreed in writing, no existing Lender will have any obligation
to provide any Incremental Commitment and the Borrower will not have any obligation to approach any existing Lender to request any Incremental
Commitment) or by any other bank or other financial institution (any such other bank or other financial institution, an “ Additional
Lender ”) (each such existing Lender or Additional Lender providing such Incremental Commitment, an “ Incremental Revolving
Credit Lender ” or “ Incremental Term Loan Lender ”, as applicable, and, collectively, “ Incremental
Lenders ”); provided that the Administrative Agent and each L/C Issuer shall have consented (not to be unreasonably withheld,
conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans, or providing such Incremental Revolving
Loan Commitments, as the case may be, to the extent such consent, if any, would be required under Section 10.1(a) for an assignment
of Loans or Revolving Loan Commitments, as applicable, to such Additional Lender.

 14

 (iv)
 Effectiveness of Incremental Amendment . The effectiveness of any Incremental Amendment, and the Incremental Commitments
established or incurred thereunder, shall be subject to satisfaction or waiver of each of the following conditions (the effective date
of any Incremental Amendment, an “ Incremental Facility Effective Date ”):

 (A)
 subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition
Transaction, no Event of Default shall exist after giving effect to such Incremental Commitments;

 (B)
 subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition
Transaction, the representations and warranties of the Borrower and the other Loan Parties contained in Article IV shall be true
and correct in all material respects as of such Incremental Facility Effective Date (or as of a specific earlier date if such representation
or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this
Agreement) (without duplication of any materiality qualifier contained therein);

 (C)
 each Incremental Term Commitment and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that
is not less than $5,000,000 and shall be in an increment of $1,000,000 ( provided that such amount may be less than $5,000,000 and
such increments may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in clause (E)
below);

 (D)
 [reserved]; and

 (E)
 subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition
Transaction, at the time of and after giving effect to the effectiveness of any proposed Incremental Commitments, the aggregate principal
amount of all Incremental Commitments established or incurred pursuant to this Section 2.1(d) , shall not exceed the Incremental
Cap as in effect on such Incremental Facility Effective Date.

 (v)
 Required Terms . The terms, conditions, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments
or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class, except as otherwise expressly
set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders; provided that:

 (A)
 any Incremental Term Loans and any New Revolving Credit Commitments, as applicable:

 (1)
 shall not be guaranteed by any Person other than any Loan Party and shall not be secured by any assets other than the Collateral;

 15

 (2)
 (x) in the case of any Incremental Term Loans, shall (I) rank pari passu or junior in right of payment with any then-existing
Term Loans, (II) be secured by a Lien on the Collateral on a pari passu basis or a junior basis with respect to any then-existing
Term Loans or be unsecured and (III) to the extent secured or subordinated in right of payment, be subject to customary intercreditor
arrangements reasonably satisfactory to the Administrative Agent, including by entry to an Applicable Intercreditor Agreement, and (y)
in the case of any New Revolving Credit Commitments, shall (I) rank pari passu with any Revolving Loan Commitments in effect after
giving effect to such New Revolving Credit Commitments, (II) be secured by a Lien on the Collateral on a pari passu basis with
respect to any Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitments and (III) be subject
to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent, including by entry to an Applicable Intercreditor
Agreement;

 (3)
 in the case of any Incremental Term Loans, shall (I) mature no earlier than the latest maturity date of any Initial Term Loans
in effect after giving effect to such Incremental Term Loans and (II) have a weighted average life to maturity no shorter than the remaining
weighted average life to maturity of any Initial Term Loans in effect after giving effect to such Incremental Term Loans (without giving
effect to any prepayments that would otherwise modify the weighted average life to maturity of such Initial Term Loans); provided that,
at the option of the Borrower, this clause (A)(3) shall not apply to Incremental Term Loans in an aggregate outstanding principal amount
of up to the Incremental Maturity Carveout as in effect immediately prior to the incurrence of such Incremental Term Loans;

 (4)
 (x) in the case of any Term Loan Increase, shall be on the same terms (including maturity date and, other than with respect to
original issue discount or upfront fees, interest rates) other than fees, and be pursuant to the same documentation (other than the applicable
Incremental Amendment and any other documentation evidencing such Term Loan Increase), as the applicable Class of then-existing Term Loans
being increased, in each case, as existing at the time of consummation of such Term Loan Increase, and (y) in the case of any Revolving
Commitment Increase, shall be on the same terms (including maturity date and, other than with respect to original issue discount or upfront
fees, interest rates) other than fees, and be pursuant to the same documentation (other than the applicable Incremental Amendment and
any other documentation evidencing such Revolving Commitment Increase), as the applicable Class of then-existing Revolving Loan Commitments
being increased, in each case, as existing at the time of consummation of such Revolving Commitment Increase;

 (5)
 (x) in the case of any Incremental Term Loans, subject to clause (A)(3) above, shall have amortization determined by the Borrower
and the applicable Incremental Term Loan Lenders, and (y) in the case of any New Revolving Credit Commitment, shall not provide for scheduled
amortization payments or a final scheduled maturity date prior to the then final scheduled maturity date of the Revolving Loan Commitments
in effect after giving effect to such New Revolving Credit Commitment; and

 16

 (6)
 (x) in the case of any Other Term Loans, (I) may provide for the ability of the Incremental Term Loan Lenders thereunder to participate
on a pro rata basis, a less than pro rata basis or a greater than pro rata basis in any voluntary prepayments of
any then-existing Term Loans and (II) may provide for the ability of the Incremental Term Loan Lenders thereunder to participate on a
 pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments
of any then-existing Term Loans, in each case, as specified in the applicable Incremental Amendment, and (y) in the case of any New Revolving
Credit Commitment, may provide for the ability of the Incremental Revolving Credit Lenders thereunder to participate on a pro rata
basis or a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment
reductions with any then-existing Revolving Loan Commitment or New Revolving Credit Commitment, in each case, as specified in the applicable
Incremental Amendment;

 (B)
 the interest rate and fees applicable to any Incremental Term Loans shall be as agreed between the Borrower and the applicable
Incremental Lenders; provided that, with respect to any Incremental Term Loans in the form of a syndicated “term loan b”
facility denominated in US dollars and secured by a Lien on the Collateral on a pari passu basis with the Term Loans and incurred
on or prior to the date that is twelve (12) months after the Effective Date, if the All-In Yield of any such Incremental Term Loans exceeds
the All-In Yield on the Initial Term Loans (calculated in the same manner and after giving effect to any amendment to interest rate margins
under this Agreement after the Effective Date but immediately prior to the applicable Incremental Facility Effective Date) by more than
 50 basis points, then the Applicable Margin applicable to the Initial Term Loans shall be increased to the extent necessary so
that the All-In Yield on the Initial Term Loans is 50 basis points less than the All-In Yield on such Incremental Term Loans (it
being agreed that any increase in the All-In Yield to the Initial Term Loans required due to the application of a Term Benchmark floor
or Alternate Base Rate floor on any Incremental Term Loans shall be effected solely through an increase to (or implementation of, as applicable)
the Term Benchmark floor or Alternate Base Rate floor, as applicable, applicable to the Initial Term Loans); provided , further ,
that, at the option of the Borrower, this clause (B) shall not apply to (I) Incremental Term Loans in an aggregate outstanding principal
amount of up to the Incremental MFN Carveout as in effect immediately prior to the incurrence of such Incremental Term Loans, (II) any
Incremental Term Loans maturing not less than eight (8) years after the Effective Date or (III) Incremental Term Loans incurred in connection
with any Permitted Acquisition or other Investment permitted under Section 7.2 (this clause (B), the “ MFN Provision ”);
and

 (C)
 except as otherwise required or permitted in clauses (A) and (B) above, all other terms of any Incremental Facility shall be substantially
consistent with any then-existing Term Loans, Revolving Loan Commitment or New Revolving Credit Commitment, as the case may be, or otherwise
reasonably satisfactory to the Administrative Agent (it being understood that (I) terms not substantially consistent with any then-existing
Term Loans or Revolving Loans, as applicable, but which are applicable only after the then final scheduled maturity date of such Term
Loans, Revolving Loan Commitment or New Revolving Credit Commitment, as applicable, shall be deemed satisfactory to the Administrative
Agent, and (II) terms that are more favorable to the Incremental Lenders or the agent in respect of such Incremental Facility than those
contained in this Agreement, but which are conformed (or added) in this Agreement pursuant to an amendment hereto (which, notwithstanding
anything herein to the contrary, shall require only the consent of the Administrative Agent (not to be unreasonably withheld, delayed
or conditioned) and the Borrower) shall be deemed satisfactory to the Administrative Agent).

 17

 (vi)
 Incremental Amendment . Commitments in respect of Incremental Term Loans and Incremental Revolving Loan Commitments shall
become Commitments (or in the case of an Incremental Revolving Loan Commitment to be provided by an existing Revolving Lender, an increase
in such Lender’s applicable Revolving Loan Commitment) under this Agreement pursuant to an amendment (an “ Incremental Amendment ”)
to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender providing such Commitments
and the Administrative Agent. Notwithstanding anything in Section 12.2 to the contrary, the Incremental Amendment may (i) without
the consent of any other Loan Party, the Administrative Agent or any Lender, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions
of this Section 2.1(d) and (ii) without the consent of any other Loan Party or any Lender amend this Agreement to increase the
interest rate margin, increase the interest rate floor, increase, extend or add any prepayment premium, increase, extend or add any call
protection or increase the amortization schedule with respect to any existing Class of Term Loans in order to cause any Incremental Term
Loans to be fungible with such existing Class of Term Loans. The Borrower will use the proceeds of the Incremental Term Loans and Incremental
Revolving Loan Commitments as determined by the Borrower and the applicable Incremental Lenders.

 (e)
 Reliance on Notices . Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon,
any Notice of Advance, Notice of Conversion/Continuation or similar notice reasonably believed thereby to be genuine. Administrative Agent
may assume that each Person executing and delivering such a notice was duly authorized, unless the responsible individual acting thereon
for Administrative Agent has knowledge to the contrary.

 (f)
 Termination of Commitments to Make Incremental Facilities . The Borrower may at any time from time to time on at least five
(5) Business Days’ prior written notice to the Administrative Agent, terminate, in whole or in part, any undrawn commitment for
Incremental Facilities.

 (g)
 Refinancing Facilities .

 (i)
 At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing
Indebtedness consisting of Refinancing Facilities to refinance all or any portion of the Facilities then outstanding under this Agreement
(which will be deemed to include any then outstanding Incremental Term Loans or Revolving Commitment Increases); provided , that
such Refinancing Facilities (i) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness”,
be secured on a pari passu, junior lien, unsecured or subordinated basis, (ii) will, to the extent permitted by the definition
of “Credit Agreement Refinancing Indebtedness”, have such pricing, interest rate margins, rate floors, discounts, fees, premiums
and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders thereof and (iii) will, to the extent
in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, participate in the payment, borrowing, participation
and commitment reduction provisions herein on a pro rata basis with any all Revolving Loans and Revolving Loan Commitments outstanding
after giving effect to such Refinancing Revolving Loans or Refinancing Revolving Loan Commitments.

 18

 (ii)
 Commitments in respect of Refinancing Facilities shall become Commitments under this Agreement pursuant to an amendment (a “ Refinancing
Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by Borrower and each lender agreeing to
provide such Commitment, if any, and acknowledged by the Administrative Agent (such acknowledgement not to be unreasonably withheld, delayed
or conditioned). The Refinancing Amendment may, subject to this Section 2.1(g) , without the consent of any other Lenders, effect
such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent
and the Borrower, to effect the provisions of this Section 2.1(g) . In the event any Refinancing Term Loans are made, such Refinancing
Term Loans shall mature and be repaid in amounts and on dates as agreed between the Borrower and the relevant Lenders of such Refinancing
Term Loans in the applicable Refinancing Amendment, subject to the requirements set forth in this Section 2.1(g) and the definition
of “Credit Agreement Refinancing Indebtedness”. Amounts paid or prepaid on account of any Refinancing Term Loans may not be
reborrowed. This Section 2.1(g) shall supersede any provisions in Section 2.3 or Section 12.2 to the contrary.

 (iii)
 Refinancing Facilities may be made by any bank, financial institution, fund or other investor that is not an individual (any such
bank, financial institution, fund or other investor shall become an Additional Lender); provided that no Lender hereunder shall
be required to participate in any such Refinancing Facilities as an Additional Lender without its consent; provided , further ,
that, the Administrative Agent and, if applicable, the L/C Issuer shall have consented (such consent not to be unreasonably withheld or
delayed) to such Additional Lender’s making such Refinancing Term Loans and/or providing such Refinancing Revolving Loan Commitments
if such consent would be required under Section 10.1 for an assignment of Loans or Commitments, as applicable, to such Additional
Lender and, for the avoidance of doubt, no Person shall become an Additional Lender if an assignment to such Person would not be permitted
under Section 10.1 .

 (h)
 Swingline Loans.

 19

 (i)
 Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from
time to time on and following the Effective Date until the Commitment Termination Date, in an aggregate principal amount at any time outstanding
that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $25,000,000 (the “ Swingline
Sublimit ”) or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Loan Commitments; provided that
the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. The Swingline
Sublimit is part of, and not in addition to, the Revolving Loan Commitments.

 (ii)
 To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request in writing, not later than 12:00
noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested
date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline
Lender of any such notice received from the Borrower. The Swingline Lender shall wire each Swingline Loan to the account of the Borrower
(or, in the case of a Swingline Loan made to finance the reimbursement of an Letter of Credit disbursement, by remittance to the applicable
L/C Issuer) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan.

 (iii)
 Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving
Lender’s Pro Rata Share times the amount of such Swingline Loan. The Swingline Lender at any time in its sole and absolute
discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf),
that each Revolving Lender make an Alternate Base Rate Revolving Loan in an amount equal to such Revolving Lender’s Pro Rata Share
of the amount of Swingline Loans then outstanding. Such request shall be made in writing and in accordance with the requirements of Sections
2.1(a) as if such Borrowing was an Advance, without regard to the Borrowing minimum and Borrowing multiples, but subject to the unutilized
portion of the Revolving Loan Commitments and the conditions set forth in Section 3.2. Each Revolving Lender shall make an amount equal
to its Pro Rata Share of the amount specified in such Notice of Advance available to the Administrative Agent in same day funds for the
account of the Swingline Lender at the Administrative Agent’s office not later than 1:00 p.m., New York City time, on the day specified
in such written request, whereupon, subject to Section 2.1(h)(iv), each Revolving Lender that so makes funds available shall be deemed
to have made an Alternate Base Rate Revolving Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received
to the Swingline Lender.

 20

 (iv)
 If for any reason any Swingline Loan cannot be refinanced by such an Alternate Base Rate Revolving Loan in accordance with Section
2.1(h)(iii), the request for an Alternate Base Rate Revolving Loan Advance submitted by the Swingline Lender as set forth herein shall
automatically be deemed to be made to the Revolving Lenders to fund their risk participations in the Swingline Loans. Each Revolving Lender
hereby irrevocably and unconditionally agrees to, fund in cash their respective participations in the Swingline Loans on such Business
Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which
Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving
Lender, specifying in such notice such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Each Revolving Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account
of the Swingline Lender, such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges
and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination
of the Revolving Loan Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, and the Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall
notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect
of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline
Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received
by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment
so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason.

 2.2
 Letters of Credit .

 (a)
 Issuance . Subject to the terms and conditions of this Agreement, the Revolving Loan Commitment may be used, from time to
time on and following the Effective Date and prior to the Commitment Termination Date ( provided that Letters of Credit may only
be issued on the Effective Date to replace or provide credit support for any existing letters of credit (including grandfathering Existing
Letters of Credit into Revolving Loans)), upon the request of Borrower, for the incurrence of Letter of Credit Obligations, by Administrative
Agent causing, whether through the issuance by Administrative Agent or any of its Affiliates of support agreements, reimbursement agreements,
guarantees or otherwise, Letters of Credit to be issued by the L/C Issuers for the Borrower’s or its Restricted Subsidiary’s
account; provided that any Letter of Credit issued for the account of any Restricted Subsidiary shall have the Borrower
as a co-applicant; provided further that none of the Joint Lead Arrangers, nor any of their respective affiliates, that
are L/C Issuers shall be required to issue anything other than standby Letters of Credit. The Borrower may at any time, and from time
to time, designate one or more additional Revolving Lenders to act as an L/C Issuer under this Agreement with the consent of the Administrative
Agent (which consent shall not be unreasonably withheld) and such Revolving Lender. Any Revolving Lender designated as an L/C Issuer pursuant
to this Section 2.2(a) shall be deemed to be and shall have all the rights and obligations of a “L/C Issuer” hereunder.
Each Revolving Lender shall, subject to the terms and conditions hereinafter set forth and based upon its Pro Rata Share relating to the
Revolving Loan Commitments, purchase (and be deemed to have purchased) risk participations in all Letters of Credit Obligations incurred
with the written consent of Administrative Agent, a…