System1, Inc.

EX-99.1 · ex991pressrelease-debtexch.htm

EX-99.1
 3
 ex991pressrelease-debtexch.htm
 EX-99.1

 Exhibit 99.1

 System1 Strengthens Capital Structure and Reduces Total Debt Through Exchange Transaction With Lenders

 • Secures new $150.0 million term loan with extended maturity to 2031, replacing $302.6 million existing outstanding term loan and revolver.
 • Participation from all existing term loan and revolver lenders.
 • Enhances long-term financial flexibility and supports strategic execution.
 • Transaction expected to close in the third quarter of 2026, subject to shareholder approval.

 LOS ANGELES, CA – June 1, 2026 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), which operates flagship internet utilities including CouponFollow, MapQuest, and Startpage.com , and a best-in-class customer acquisition and marketing platform powered by artificial intelligence, today announced that on May 29, 2026, it entered into a comprehensive transaction including a debt exchange agreement with all of its existing term loan and revolver lenders (the “Lenders”) and a full settlement of all outstanding disputes with the Lenders.

 Under the exchange agreement transaction, the Company will exchange its existing term loan facility, which currently has an outstanding principal balance of $252.6 million and a maturity date in July 2027, and its existing revolving credit facility, which has a balance of $50.0 million and a maturity date in January 2027, for a new $150.0 million term loan facility maturing in January 2031 held by the Lenders, the issuance of shares to the Lenders of convertible preferred stock with an aggregate initial stated value of $39.3 million, subject to redemption in January 2031, and a one-time cash payment to the Lenders in the aggregate amount of approximately $31.4 million.

 Issuance of the convertible preferred stock remains subject to approval by System1 shareholders, which approval is a condition to the closing of the transaction. The Company expects the transaction to close in the third quarter of 2026 following its annual shareholder meeting, the timing of which will be announced at a later date.

 “We are grateful to our lender group for their partnership and constructive engagement throughout this process,” said Michael Blend, Co-Founder, Chairman and Chief Executive Officer of System1. “This transaction materially strengthens our balance sheet and provides a long-term capital structure that supports the focus and discipline we are bringing to the business. We believe this agreement positions System1 to continue executing against our strategic priorities while creating long-term value for shareholders.”

 “Through this exchange we have delivered on our commitment to strengthening our capital structure and improving leverage over time,” commented Tridivesh Kidambi, Chief Financial Officer of System1. “At the close of the transaction, we will have reduced our total indebtedness by over $160 million from the beginning of the year and extended our debt maturity cycle to 2031, with 100% lender participation. With the enhanced financial flexibility this transaction provides, we remain fully focused on executing on our strategic initiatives, driving meaningful growth and delivering long-term value to our shareholders.”

 Management will host a conference call at 5:00 PM ET today to discuss the transaction. The live webcast and replay will be accessible on the Company’s Investor Relations website at ir.system1.com.

 The Company has filed a Form 8-K with the Securities and Exchange Commission providing additional details regarding this transaction. The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the Form 8-K and exhibits filed therewith.

 About System1, Inc.

 System1 operates flagship internet utilities including CouponFollow, MapQuest, and Startpage.com, and a best-in-class marketing platform powered by artificial intelligence, enabling third party publishers to monetize and
 maximize the value of user traffic across a wide range of advertising category verticals. For more information, visit www.system1.com.

 Cautionary Statement Regarding Forward-Looking Statements

 This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the “Risk Factors” and other information included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025, as well as our Form 10-Qs, Form 8-Ks and other reports filed with the Securities and Exchange Commission (the “SEC”) from time to time. Please refer to these SEC filings for additional information regarding the risks and other factors that may impact System1’s business, prospects, financial results and operating performance.

 Such risks, uncertainties and assumptions include, but are not limited to: (1) our ability to maintain our key relationships with network partners and advertisers, including our monetization arrangements; (2) our ability to collect, process, effectively utilize and safely store the first party data that we obtain through our services; (3) the performance of our marketing platform; (4) changes in customer demand for our services and our ability to quickly adapt to such changes; (5) our ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions; (6) our ability to improve and maintain adequate internal control over financial reporting and remediate identified material weaknesses; (7) our ability to successfully source and complete acquisitions and to integrate the operations of companies System1 acquires; (8) our ability to raise financing in the future as and when needed or on market terms; (9) our ability to compete with existing competitors and the entry of new competitors in the market; (10) changes in applicable laws or regulations impacting the business in which we operate and our ability to maintain compliance with the various laws that our business and operations are subject to; (11) our ability to protect our intellectual property rights; (12) our integration of new and developing technologies, including the adoption of artificial intelligence and machine learning technologies; (13) substantial doubt about our ability to continue as a going concern; and (14) other risks and uncertainties indicated from time to time in our filings with the SEC. The foregoing list of factors is not exclusive.

 Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from any forward-looking statements contained in this press release. System1’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the forward-looking statements for the purpose of their inclusion in this press release, and accordingly, do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this press release. Forward-looking statements speak only as of the date they are made, and System1 does not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that such trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

 No Offer or Solicitation

 This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 Additional Information and Where to Find It

 System1 may file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that System1 may file with the SEC. The definitive proxy statement (if and when available) will be mailed to stockholders of System1. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement (if and when available) and other documents containing important information about System1 and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by System1 will be available free of charge on System1’s Investor Relations website at ir.system1.com or by contacting System1 Investor Relations at ir@system1.com.

 Certain Information Regarding Participants in the Solicitation

 System1 and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of System1, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on May 19, 2025, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2026, and on the Company’s Investor Relations website at ir.system1.com. Information about the directors of the Company and other participants in the proxy solicitations will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Company using the sources indicated above.

 Investors:
 System1 Investor Relations
 ir@system1.com

EX-10.1 · ex101system1-exchangeagr.htm

EX-10.1
 2
 ex101system1-exchangeagr.htm
 EX-10.1

 EXCHANGE AGREEMENT by and among S1 HOLDINGS FINCO, LLC, ORCHID MERGER SUB II, LLC and THE PARTICIPATING LENDERS LISTED ON THE SIGNATURE PAGES HERETO Dated as of May 29, 2026 Exhibit 10.1

 i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS...........................................................................................................................2 1.1. Definitions............................................................................................................................2 1.2. Interpretation........................................................................................................................7 ARTICLE II EXCHANGE, RELEASE AND EXTINGUISHMENT ..........................................................7 2.1. Exchange..............................................................................................................................7 2.2. Conditions Precedent to Effective Dates .............................................................................8 2.3. [Reserved]. ...........................................................................................................................9 2.4. Releases................................................................................................................................9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTIES.....................................12 3.1. Representations and Warranties of the Parties...................................................................12 3.2 Representations and Warranties of the Participating Lenders ...........................................12 3.3 Certain Tax Matters ...........................................................................................................13 3.4 Other ..................................................................................................................................13 3.5. Requisite Participating Lenders .........................................................................................13 ARTICLE IV GENERAL PROVISIONS ...................................................................................................14 4.1. Notices ...............................................................................................................................14 4.2. Partial Invalidity.................................................................................................................14 4.3. Execution in Counterparts..................................................................................................14 4.4. Governing Law; Waiver of Jury Trial ...............................................................................14 4.5. Non-Assignment; Successors; Transfers ...........................................................................14 4.6. Titles and Headings............................................................................................................15 4.7. Entire Agreement; Amendments........................................................................................15 4.8. Representation by Counsel ................................................................................................16 4.9. Waivers ..............................................................................................................................16 4.10. Termination........................................................................................................................16 4.11. Further Assurances.............................................................................................................16 4.12. Expenses ............................................................................................................................16 4.13. Exculpation Among Participating Lenders........................................................................16 4.14. Specific Performance .........................................................................................................17 4.15. Ratification.........................................................................................................................17 4.16. Indemnity ...........................................................................................................................17

 ii SCHEDULES SCHEDULE I SCHEDULE II [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] EXHIBITS EXHIBIT A Form of Priority Credit Agreement EXHIBIT B Form of Stock Purchase Agreement EXHIBIT C Form of Stipulation of Settlement and Dismissal EXHIBIT D Form of Exchange Joinder Agreement [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K]

 1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Exchange Agreement”) is dated as of May 29, 2026, by and among (i) S1 HOLDINGS FINCO, LLC, a Delaware limited liability company (the “Priority Borrower”), (ii) ORCHID MERGER SUB II, LLC, a Delaware limited liability company (the “Existing Borrower”), and (iii) the undersigned Existing Lenders (as defined below) who are signatory hereto (collectively, the “Participating Lenders”) and acknowledged and agreed by Ankura Trust Company, LLC, in its capacities as each Administrative Agent (as defined below). The Priority Borrower, the Existing Borrower, the Participating Lenders and the Administrative Agents are collectively referred to as the “Parties” and individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Existing Credit Agreement (as defined below) or the Priority Credit Agreement (as defined below), as applicable. W I T N E S S E T H WHEREAS, the Existing Borrower, SYSTEM1 HOLDINGS LLC, a Delaware limited liability company (“System1 Holdings”), as holdings, and certain subsidiaries of the Existing Borrower, as subsidiary guarantors (together with the Priority Borrower, the “Company Parties”), are party to, that certain Credit and Guaranty Agreement, dated as of January 27, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; the term loans thereunder, the “Existing Term Loans” and the revolving loans thereunder, the “Existing Revolving Loans” and, together with the Existing Term Loans, the “Existing Loans” and the revolving loan commitments thereunder, the “Existing Revolving Commitments”), with the term loan lenders from time to time party thereto (solely in their capacity as such, the “Existing Term Lenders”), the revolving lenders from time to time party thereto (solely in their capacity as such, the “Existing Revolving Lenders”, and together with the Existing Term Lenders, the “Existing Lenders”), the L/C Issuers from time to time party thereto and Ankura Trust Company, LLC (as successor by appointment to Bank of America, N.A. (the “Predecessor Agent”)), as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns in such capacities, the “Existing Agent”); WHEREAS, the Priority Borrower, and certain subsidiaries of the Priority Borrower, as subsidiary guarantors, intend to enter into that certain Financing Agreement on the Exchange Effective Date in substantially the same form as attached hereto as Exhibit A (subject to any updates pursuant to Section 2.2(b)(iv)) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Priority Credit Agreement” and, the loans thereunder, the “Priority Term Loans”), with the lenders from time to time party thereto and Ankura Trust Company, LLC, as administrative agent and collateral agent (in its capacities as administrative agent and collateral agent, together with its successors and permitted assigns in such capacities, the “Priority Agent” and, together with the Existing Agent, the “Administrative Agents”), pursuant to which the Participating Lenders shall provide the Priority Term Loans in an aggregate principal amount of $150,000,000 to the Priority Borrower; WHEREAS, (a) SYSTEM1, INC., a Delaware corporation (the “Issuer”), owns all of the voting equity interest in System1 Holdings and (b) System1 Holdings owns all of the equity interest in the Priority Borrower; WHEREAS, the Issuer, System1 Holdings, the Priority Borrower and the Participating Lenders intend to enter into a Series A Preferred Stock Purchase Agreement in the form attached hereto as Exhibit B (subject to any updates pursuant to Section 2.2(b)(iv)) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Stock Purchase Agreement”), on the Exchange Effective Date, pursuant to which, among other things, (a) System1 Holdings will purchase from the Issuer, and the Issuer will issue and sell to System1 Holdings,

 2 39,250 shares of the Issuer’s preferred stock, par value of $0.0001 per share, designated as “Series A Cumulative Convertible Preferred Stock” (the “Preferred Shares”), (b) immediately thereafter, System1 Holdings will contribute to the capital of the Priority Borrower, in respect of System1 Holdings’ existing equity interest in the Priority Borrower, and the Priority Borrower will accept from System1 Holdings, all of System1 Holdings’ right, title and interest in the Preferred Shares, and (c) immediately thereafter, the Priority Borrower will exchange the Preferred Shares with the Existing Lenders in satisfaction of certain obligations under the Existing Credit Agreement, in each case subject to the terms and conditions of the Stock Purchase Agreement; WHEREAS, the Priority Borrower has agreed with each Participating Lender that, on the Exchange Effective Date (as defined below), (a) all of the Existing Term Loans shall be deemed fully paid, satisfied and discharged immediately and automatically upon each Participating Lender that is an Existing Term Lender’s receipt of its allocated Exchange Consideration (as defined below) on the terms and subject to the conditions set forth herein and (b) all of the Existing Revolving Loans and all of the Existing Revolving Commitments shall be deemed fully paid, satisfied and discharged immediately and automatically upon each Participating Lender that is an Existing Revolving Lender’s receipt of its allocated Exchange Consideration on the terms and subject to the conditions set forth herein (collectively, the “Discharge of the Existing Loans”); and WHEREAS, on the Exchange Effective Date, among other things (collectively, the “Exchanges”): in exchange for the Discharge of the Existing Loans, each Participating Lender shall receive an agreed and specified (a) principal amount of Priority Term Loans (the “Term Loan Consideration”), (b) cash amount, which shall be applied in the manner specified in Section 2.1 (the “Cash Consideration”) and (c) number of shares of Preferred Shares specified by the Stock Purchase Agreement (the “Stock Consideration” and, together with the Term Loan Consideration and the Cash Consideration, the “Exchange Consideration”), each as set forth on Schedule I hereto or on Schedule I to such Participating Lender’s Exchange Joinder Agreement, as applicable. NOW, THEREFORE, in consideration of the mutual terms, conditions, and other covenants and agreements set forth herein, the Parties hereby agree as follows: ARTICLE I DEFINITIONS 1.1. Definitions. In addition to the other words and terms defined elsewhere in this Exchange Agreement, as used in this Exchange Agreement, the following words and terms have the meanings specified or referred to below: “Affiliates” has the meaning set forth in the Priority Credit Agreement. “Attorney Costs” means the reasonable and documented invoiced out-of-pocket fees, expenses and disbursements of (a) one external counsel for the Administrative Agents (which shall initially be McDermott Will & Schulte LLP), (b) one external counsel for the Participating Lenders (which shall initially be McDermott Will & Schulte LLP), (c) to the extent necessary, one local counsel in each relevant material jurisdiction and (d) solely in the event of a conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant material jurisdiction) to each group (which may be a single Person) of similarly situated affected Persons. “Business Day” has the meaning set forth in the Priority Credit Agreement.

 3 “Certificate of Designation” means that certain Certificate of Designation of Series A Preferred Stock of the Issuer, in substantially the form attached to the Stock Purchase Agreement. “Company Party Advisors” has the meaning set forth in Section 3.2. “Corrective Amendment” has the meaning set forth in Section 4.7(b). “Definitive Documents” means, collectively, (a) this Exchange Agreement, (b) the Priority Credit Agreement, (c) to the extent required to be delivered under the Priority Credit Agreement on the Exchange Effective Date and entered into on the Exchange Effective Date, the applicable Security Documents (as defined in the Priority Credit Agreement), and (d) the Stock Purchase Agreement. “Discharge of the Existing Loans” has the meaning set forth in the preamble hereto. “Exchanges” has the meaning set forth in the preamble hereto. “Exchange Agreement Effective Date” has the meaning set forth in Section 2.2. “Exchange Consideration” has the meaning set forth in the preamble hereto. “Exchange Effective Date” has the meaning set forth in Section 2.2. “Exchange Effective Date Refinancing” means the termination of all obligations of the Existing Borrower and the other loan parties under the Existing Credit Agreement (other than (i) contingent indemnification obligations for which no claim or demand has been made and (ii) for the avoidance of doubt, obligations and liabilities under Cash Management Obligations and Secured Hedging Obligations (each as defined in the Existing Credit Agreement)), and all commitments, liens, security interests and guarantees as between the Existing Borrower and the other Loan Parties under and as defined in the Existing Credit Agreement and the Participating Lenders. “Exchange Joinder Agreement” has the meaning set forth in Section 4.5(b). “Excluded Information” has the meaning set forth in Section 3.2(b). “Existing Debt” means (a) the Existing Revolving Loans and undrawn Existing Revolving Commitments and (b) the Existing Term Loans. “Existing Documents” means, collectively, the Existing Credit Agreement, and all documents and agreements related thereto. “Existing Loans” has the meaning set forth in the preamble hereto. “Existing Revolving Commitments” has the meaning set forth in the preamble hereto. “Existing Revolving Lenders” has the meaning set forth in the preamble hereto.

 4 “Existing Revolving Loans” has the meaning set forth in the preamble hereto. “Existing Term Lenders” has the meaning set forth in the preamble hereto. “Existing Term Loans” has the meaning set forth in the preamble hereto. “Governmental Authority” has the meaning set forth in the Priority Credit Agreement. “Indemnified Matters” has the meaning set forth in Section 4.16. “Indemnitee” has the meaning set forth in Section 4.16. “Law” means with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. “Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, Taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several and whether or not direct, indirect, contingent, consequential, actual, punitive, treble, or otherwise. “Lien” has the meaning set forth in the Priority Credit Agreement. “Litigation Parties” means the Existing Borrower, S1 Media, LLC, S1 HoldCo, LLC, Sonic NewCo, LLC, Openmail2, LLC, Stanley Blend in his capacity as Trustee of the Lone Star Friends Trust, and Jackson Hole Trust Company as Trustee of the CEE Holdings Trust, and each of their current and former Affiliates. “Litigation Transactions” means the transactions at issue in the Pending SDNY Litigation, namely (i) the November 2023 transfer of the assets belonging to Total Security Limited and its wholly-owned subsidiaries and (ii) the August 2024 transfer of a segment of the business owned and operated by Privacy One Group Limited, a Delaware corporation, NextGen Shopping, LLC, a Delaware limited liability company, MapQuest Services Holdings LLC, a Delaware limited liability company and MapQuest Holdings LLC, a Delaware limited liability company, which prior to the transfer had formed part of the collateral securing the Existing Loans. “Loan” has the meaning set forth in the Priority Credit Agreement. “Loan Exchange” has the meaning set forth in Section 2.1(a). “Materiality Bringdown” means, as applicable:

 5 (a) with respect to the Priority Credit Agreement and each other Loan Document attached as a form to this Exchange Agreement, the representations and warranties contained therein shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Exchange Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true in all respects subject to such qualification)); provided that the Priority Borrower shall be permitted to update the schedules attached to the form of Priority Credit Agreement (other than Schedule 1.01(A), Schedule 1.01(B), Schedule 6.01(f) (except as it relates to commercial tort claims held by any Loan Party), Schedule 6.01(i), Schedule 6.01(j), Schedule 6.01(l), Schedule 6.01(r), Schedule 7.02(a), Schedule 7.02(b), Schedule 7.02(e), Schedule 7.02(h), Schedule 7.02(j) and Schedule 7.02(k) in each case to the Priority Credit Agreement which may not be updated) and each other Loan Document attached to this Exchange Agreement that modify any representation or warranty prior to the Exchange Effective Date if such modification is reasonably necessary to make such representation true and correct in all material respects; or (b) with respect to the Stock Purchase Agreement, the representations and warranties contained in the Stock Purchase Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Exchange Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true in all respects subject to such qualification)); provided that the representations in Section 2.1, Section 2.2, Section 2.3, Section 2.4, Section 2.6, Section 2.7, Section 2.10 and Section 2.21 shall be true and correct in all respects and, provided further that the representations in Section 2.5 shall be true and correct in all respects, other than de minimis inaccuracies (i.e., minor discrepancies arising from (x) the issuance or forfeiture of equity awards in the ordinary course of business consistent with past practice under the Issuer’s equity incentive plans as in effect on the Exchange Agreement Effective Date, (y) the exercise or settlement of Issuer options, warrants, puts, calls, exchangeable securities or other convertible securities or other similar rights outstanding as of the Exchange Agreement Effective Date) in accordance with their terms, or (z) rounding or other administrative or clerical adjustments, in each case that do not result in a change in the aggregate number of outstanding Equity Interests (as defined in the Certificate of Designation), that, individually or in the aggregate, do not and would not reasonably be expected to affect the rights of the Participating Lenders with respect to the Series A Preferred Stock or otherwise result in a material change to the capitalization of the Issuer. “Participating Lenders” has the meaning set forth in the preamble hereto. “Pending SDNY Litigation” means the litigation currently pending in the United States District Court for the Southern District of New York, captioned Alinea CLO, Ltd., et al. v. Orchid Merger Sub II, LLC, et al., No. 1:25-CV-09032 (VM) (S.D.N.Y.). “Person” has the meaning set forth in the Priority Credit Agreement.

 6 “Predecessor Agent” has the meaning set forth in the preamble hereto. “Preferred Shares” has the meaning set forth in the preamble hereto. “Priority Agent” has the meaning set forth in the preamble hereto. “Priority Borrower” has the meaning set forth in the preamble hereto. “Priority Credit Agreement” has the meaning set forth in the preamble hereto. “Priority Term Loans” has the meaning set forth in the preamble hereto. “Related Persons” means, with respect to any specified Person, such Person’s current or former affiliates, and each of its and their current or former affiliates’ respective current and former directors, managers, officers, control persons, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, participants, managed accounts or funds, fund advisors, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, investment managers, and other professionals (including any attorneys, accountants, consultants, financial advisors, investment bankers and other professionals retained by such persons), together with their respective successors and assigns, each solely in its capacity as such; provided, however, for the avoidance of doubt, other than the Predecessor Agent, any Affiliates of any Existing Revolving Lender or their Related Persons (which, for the purposes of this proviso, shall include any separate trading desk, fund, account, branch, unit and/or business group of such Existing Revolving Lender) shall not be deemed a Released Party of a Releasing Party unless such Affiliate executes this Exchange Agreement. “Released Party” means each of, and in each case in their capacity as such, and in all applicable capacities: (a) the Company Parties; (b) the Litigation Parties; (c) the Participating Lenders; and (d) each of their respective Related Persons. “Releasing Party” means each of and in each case in their capacity as such and in all applicable capacities: (a) the Company Parties; (b) the Administrative Agents; (c) the Participating Lenders; and (d) each of their respective Related Persons. “Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges and fees imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing. “Term Loans” has the meaning set forth in the Priority Credit Agreement. “Third Party Claim” means any action, writ, injunction or any claim, suit, litigation, proceeding, arbitration, audit or investigation brought by any party other than the Participating Lenders, the Administrative Agents, the Company Parties, or the Litigation Parties. “Transactions” means the transactions as described in this Exchange Agreement including, without limitation, (a) the Exchanges,

 7 (b) the entry into the Definitive Documents, and (c) all other transactions contemplated by or consented to pursuant to and in accordance with the terms of this Exchange Agreement. 1.2. Interpretation. Unless the context of this Exchange Agreement otherwise requires, (a) words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Exchange Agreement, (d) the terms “Article”, “Section”, or “Exhibit” refer to the specified Article or Section of or Exhibit attached to this Exchange Agreement, (e) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation” and (f) the word “will” shall be construed to have the same meaning and effect as the word “shall.” ARTICLE II EXCHANGE, RELEASE AND EXTINGUISHMENT 2.1. Exchange. Subject to the terms and conditions hereof: (a) On and as of the Exchange Effective Date, pursuant to the Stock Purchase Agreement, each of the Participating Lenders agrees that its Existing Loans and all other obligations owing to such Participating Lender under the Existing Credit Agreement shall be deemed fully paid, satisfied and discharged immediately and automatically upon such Participating Lender’s receipt of its allocated Exchange Consideration as set forth on Schedule I hereto, including receipt from the Priority Borrower of (i) an agreed and specified principal amount of Term Loans under the Priority Credit Agreement (each, a “Loan Exchange”), (ii) its allocated amount of Cash Consideration and (iii) its allocated amount of Stock Consideration. (b) The Parties agree that the total value of the Discharge of the Existing Loans in exchange for the total amount of each of the Loan Exchange, Cash Consideration and Stock Consideration shall be allocated as follows: (i) The total Cash Consideration shall be deemed paid in satisfaction and discharge of $31,379,300.18 of the outstanding principal amount of the Existing Loans; provided, however, that such Cash Consideration amount shall be reduced dollar-for-dollar by the sum of (a) the aggregate amount of all amortization payments made by the Existing Borrower under the Existing Credit Agreement during the period from and including April 1, 2026 until the Exchange Effective Date (the “Interim Period”) and (b) the difference between (i) the aggregate amount of regularly scheduled interest payments actually made by the Existing Borrower under the Existing Credit Agreement during the Interim Period and (ii) the amount of regularly scheduled interest payments the Priority Borrower would have been required to make under the Priority Credit Agreement during the Interim Period. (ii) The total Stock Consideration shall be deemed paid in satisfaction and discharge of $39,250,000 of the outstanding principal amount of the Existing Loans; and (iii) The Loan Exchange shall be issued solely in exchange for the satisfaction and discharge of the remaining outstanding principal amount and all other obligations pursuant to the Existing Loans and under the Existing Credit Agreement. (c) Any Existing Lender that is a Participating Lender shall be deemed to participate in the Loan Exchange with respect to all Existing Loans held by such Existing Lender as reflected in

 8 the Register (as defined in the Existing Credit Agreement) as of the Exchange Effective Date and all such Existing Loans shall be included in the Discharge of the Existing Loans and the Exchange Effective Date Refinancing. (d) Each of the Participating Lenders hereby consents, requests and instructs each Administrative Agent, as applicable, to take any and all reasonable actions as may be necessary, advisable or desirable in carrying out, effectuating or otherwise in furtherance of the transactions set forth in this Section 2.1 and the express consents, requests and instructions of the Participating Lenders, including the execution and delivery of any payoff letters and lien terminations in connection with the Discharge of the Existing Loans and the Exchange Effective Date Refinancing. (e) After giving effect to the foregoing, each of the Participating Lenders hereby ratifies any and all actions taken (or not taken) by any Administrative Agent as such Administrative Agent, in its sole discretion, may determine to be necessary, advisable or desirable in carrying out, effectuating or otherwise in furtherance of the transactions set forth in this Section 2.1 and the express consents, requests and instructions of the Participating Lenders. (f) The Priority Borrower and each Participating Lender agree to use commercially reasonable efforts to cooperate with each other in good faith to execute and deliver such other instruments, notices and other documents as may be reasonably necessary to effectuate the consummation of this Exchange Agreement and the transactions contemplated hereby. Each Participating Lender that has signed and released its signature page to this Exchange Agreement shall be deemed (A) to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, a Participating Lender and (B) to have acknowledged and agreed that all conditions precedent to the transactions set forth in Section 2.2 hereof have been satisfied or waived. (g) Subject to Section 2.2, each Participating Lender agrees to (x) on a timely basis, execute and deliver each Definitive Document to which it is to be a party and (y) not object to, delay or impede the Transactions or the implementation thereof or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate, or impede the approval, solicitation, or consummation of, the Transactions, the Definitive Documents, or any other transactions outlined therein or in this Agreement, or take any other action that is barred by this Exchange Agreement. 2.2. Conditions Precedent to Effective Dates. (a) This Exchange Agreement shall become effective as of the date on which each of the following shall occur (such date, the “Exchange Agreement Effective Date”): (i) the execution and delivery of this Exchange Agreement by the Priority Borrower and the Existing Borrower; and (ii) the execution and delivery of this Exchange Agreement by (A) all Existing Term Lenders and (B) all Existing Revolving Lenders. (b) The Exchanges shall become effective, automatically and without further action of any party, as of the date on which each of the following has occurred (such date, the “Exchange Effective Date”):

 9 (i) the Exchange Agreement Effective Date shall have occurred and this Exchange Agreement shall be in full force and effect; (ii) (A) the Stock Purchase Agreement shall have been executed and shall be in full force and effect, subject to the Materiality Bringdown (B) the conditions to closing contained in Section 1.2 of the Stock Purchase Agreement shall have been satisfied or waived pursuant to the terms thereof, subject to the Materiality Bringdown and (C) the Stockholder Approval shall have been obtained; (iii) the Priority Credit Agreement and each other Loan Document shall have been executed and shall be in full force and effect, subject to the Materiality Bringdown. (iv) the release by the applicable parties of their respective signature pages to the Definitive Documents; (v) the joint stipulation of settlement and dismissal with prejudice substantially in the form attached hereto as Exhibit C shall be filed in the Pending SDNY Litigation and be in full force and effect; (vi) the Exchange Effective Date Refinancing shall be consummated; and (vii) all expenses required to be paid by the Priority Borrower pursuant to Section 4.12 of this Exchange Agreement, in addition to any expenses required to be paid to by the Priority Borrower or the Existing Borrower to Glenn Agre Bergman & Fuentes LLP and Houlihan Lokey, shall have been paid in full; provided, that such expenses shall not exceed $3,400,000 in the aggregate; provided, that within one Business Day following receipt of evidence of the Stockholder Approval specified in clause (b)(ii)(C) above, and the satisfaction of all other conditions precedent specified in each Definitive Document, each Party agrees to and shall, to the extent that it is a party thereto, release its respective signatures to each of the agreements specified in clause (b)(iv) above. 2.3. [Reserved]. 2.4. Releases. (a) Released Claims. From and after the Exchange Effective Date, and in exchange for entering into the Transactions and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Releasing Parties (on behalf of itself and its Related Persons) hereby finally and forever releases and discharges the Released Parties and their respective property, to the fullest extent permitted under applicable law, from any and all causes of action, claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law, at equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including, without limitation, violation of any U.S. federal or state law, any foreign law, or any principle of common law, including violation of any securities law (federal, state or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor or fiduciary duty) or claims of successorship or assumption of liabilities, or any domestic or foreign law similar to the foregoing, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstance taking place, being omitted, existing or otherwise arising on or prior to the Exchange Effective Date arising from, relating to, or in connection with the Pending

 10 SDNY Litigation, the Company Parties, the Litigation Parties, the Company Parties’ restructuring efforts or transactions with or among the Company Parties and the Existing Debt, including, in each case, those that a Releasing Party or any holder of a claim against or interest in such Releasing Party or any other entity could have been legally entitled to assert derivatively or on behalf of any other entity, and including, without limitation, any claim based upon or alleging a breach, default, or failure to comply with any such agreement or document or the issuance or distribution of securities pursuant to the Litigation Transactions or any other related agreement, or upon any other related act, or omission, transaction, agreement, event, or other occurrence taking place on or before the Exchange Effective Date (collectively, the “Released Claims”); provided, however, notwithstanding anything to the contrary in the foregoing, the Released Claims do not include any obligations, claims, or causes of action based on facts or conduct arising after the Exchange Effective Date of any party or entity (including, without limitation, any breach of or default under any of the Definitive Documents). For the avoidance of doubt, the Released Claims encompass and include any and all claims or causes of action relating to or challenging the Litigation Transactions, including any and all claims or causes of action alleging or contending that any aspect of the Litigation Transactions violates any document or agreement related to any indebtedness of the Company Parties, Litigation Parties, or their subsidiaries outstanding prior to or as of the Exchange Effective Date or other agreement, or that cooperation with, participation in, or entering into the Litigation Transactions violates any statute or other law. From and after the Exchange Effective Date, each of the Releasing Parties (on behalf of itself and each of its Related Persons) hereby covenants and agrees not to, directly or indirectly, bring or maintain, or encourage any other person to bring or maintain, any cause of action or other claim or proceeding against any Released Party relating to or arising out of any Released Claim. Each of the Releasing Parties further stipulates and agrees with respect to all Released Claims that, from and after the Exchange Effective Date, it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, any foreign law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Released Claims pursuant to this Section 2.4(a). (b) Third Party Beneficiaries. Each party agrees that the Released Parties are expressly intended as third-party beneficiaries of this Section 2.4. (c) Released Party Consent. Any amendment, modification, waiver, or supplement to this Section 2.4, or to any other section of this Exchange Agreement that directly references this Section 2.4, or to any of the defined terms used or referenced in this Section 2.4 shall require the prior written consent of each Released Party and any such amendment, modification, waiver, or supplement shall be void absent such consent. (d) Releases of Unknown Claims. Each Releasing Party acknowledges that it is aware that it or its attorneys may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to either the subject matter of this Exchange Agreement, the Litigation Transactions, the Litigation Parties, the Pending SDNY Litigation, and/or the Transactions or any party hereto, but hereto further acknowledges that it is the intention of each Releasing Party to hereby fully, finally, and forever settle and release all claims among them to the extent provided in this Exchange Agreement, whether known or unknown, suspected or unsuspected, which now exist, may exist, or heretofore have existed. Each Releasing Party expressly waives and relinquishes any and all rights such party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity which provides that a release does not extend to claims which the claimant does not know or suspect to exist in its favor at the time of providing the release or which may in any way limit the effect or scope of the releases with respect to Released Claims which such party did not know or suspect to

 11 exist in such party’s favor at the time of providing the release, which in each case if known by it may have materially affected its settlement with any Released Party. Each of the Releasing Parties expressly acknowledges that the releases and covenants not to sue contained in this Exchange Agreement are effective regardless of whether those released matters or Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. (e) Certain Limitations on Releases. For the avoidance of doubt, nothing in this Section 2.4 or this Exchange Agreement is intended to, and shall not, (i) release any party’s rights and obligations under this Exchange Agreement, any of the Definitive Documents, the Litigation Transactions, the Transactions, or any document, instrument, or agreement executed to implement the Transactions or Litigation Transactions; (ii) bar any party from seeking to enforce or effectuate this Exchange Agreement or any of the Definitive Documents; (iii) release any payment obligation of any Company Party (or its subsidiaries) under the Existing Documents, the Definitive Documents, or this Exchange Agreement, except payment obligations stemming from the Litigation Transactions or Pending SDNY Litigation; (iv) release any causes of action or any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, or liabilities arising out of, relating to, or resulting from a breach of any representation or warranty in any Definitive Document; (v) release any officer, director, member of any governing body, or employee thereof, of (1) any indemnification owed by any Company Party, any of their insurance carriers, or any other entity, (2) any rights as beneficiaries of any insurance policies, (3) wages, salaries, compensation, or benefits, or (4) intercompany claims or interests, in each case, other than as set forth in any applicable Definitive Documents; (vi) release any claims or “Obligations” under and as defined in the Priority Credit Agreement, the Existing Documents, or any other financing document (except as may be expressly amended or modified by the Definitive Documents, or any other financing document under and as defined therein); (vii) release any rights or claims for indemnification, fees or expense reimbursement by the Company Parties in any charters, bylaws, operating agreements, governance agreements, or other agreements; (viii) release any claim or liability that arises out of or relates to any act or omission of the applicable Released Party that is determined by a final order of a court of competent jurisdiction to have constituted actual fraud on the part of such Released Party; or (ix) prevent or prohibit any Party from taking legal action to protect any rights, obligations, claims or causes of actions that are not covered by the releases in Section 2.4, including as specified in this Section 2.4(e). (f) Covenant Not to Sue. Each of the Releasing Parties hereby further agrees and covenants not to, and shall not, commence or prosecute, or assist or otherwise aid any other entity in the commencement or prosecution of, whether directly, derivatively or otherwise, any Released Claims. (g) Capacity Limitations. Each Party acknowledges and agrees that notwithstanding anything herein to the contrary: (i) each Existing Revolving Lender is executing this Exchange Agreement only in its capacity as a holder of Existing Revolving Loans; and (ii) this Exchange Agreement shall only apply to such trading desk(s), fund(s), account, branch, unit and/or business group that has a beneficial interest in the Existing Revolving Loans and shall not apply to any other trading desk(s), fund(s), account, branch, unit and/or business group of such Existing Revolving Lender. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTIES 3.1. Representations and Warranties of the Parties. Each Party hereby represents and warrants, severally and not jointly, to the other Parties, as follows:

 12 (a) Such Party is duly organized or incorporated, validly existing, and in good standing (where such concept is recognized) under the laws of the jurisdiction of its organization or incorporation, and has all requisite corporate, partnership, limited liability company or other organizational power and authority to enter into this Exchange Agreement and to carry out the transactions contemplated herein, and to perform its respective obligations under this Exchange Agreement, and the execution and delivery of this Exchange Agreement by such party, and the performance of its obligations hereunder have been duly authorized by all necessary action on such party’s part. (b) This Exchange Agreement is a legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (c) The execution, delivery, and performance of this Exchange Agreement by such Party does not and shall not (i) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its organizational documents or those of any of its subsidiaries, or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under its organizational documents or any material contractual obligations to which it or any of its subsidiaries is a party. (d) As of each of the Exchange Agreement Effective Date and the Exchange Effective Date, such Party has no actual knowledge of any event that, due to any fiduciary or similar duty to any other Person or entity, would prevent it from taking any action required of it under this Exchange Agreement. 3.2 Representations and Warranties of the Participating Lenders. Each of the Participating Lenders hereby represents and warrants, severally and not jointly, to the Company Parties (including to their respective financial advisors (each a “Company Party Advisor” and collectively, the “Company Party Advisors”)) and the Administrative Agents, as follows: (a) it has received such updated financial and operating information relating to the Company Parties and their subsidiaries, the Exchanges, and the Exchange Consideration as it has deemed necessary and has been afforded the opportunity to ask questions of, and to discuss with, the Company Parties all such foregoing information, including without limitation such information pertaining to the Company Parties’ operating results, financial condition and liquidity position; and (b) it has independently and without reliance upon the Company Parties (or any Company Party Advisor), the Administrative Agents or any of their respective Affiliates, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Exchange Agreement, except that it has relied upon the Company Parties’ express representations, warranties, covenants and agreements in this Exchange Agreement. Such Participating Lender can bear the economic risk of the transactions contemplated hereby. Such Participating Lender has sufficient knowledge and experience in financial or business matters that such Participating Lender is capable of evaluating the merits and risks of the transactions contemplated hereby. Such Participating Lender acknowledges and agrees that (1) the Company Parties or their subsidiaries or Affiliates may have, and later may come into possession of, information regarding Company Parties and/or any of their respective Affiliates not known to such Participating Lender and that may be material to a decision by such Participating Lender to participate in such assignment (including material non-public information) (“Excluded Information”), (2) such Participating Lender, independently and, without reliance on the Company Parties or their subsidiaries or Affiliates, any

 13 Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in the Exchange Agreement (including the Exchanges) notwithstanding such Participating Lender’s lack of knowledge of the Excluded Information, (3) none of the Company Parties or their subsidiaries or Affiliates, any Administrative Agent or any of their respective Affiliates shall have any liability to such Participating Lender, and such Participating Lender hereby waives and releases, to the extent permitted by law, any claims such Participating Lender may have against the Company Parties or their subsidiaries or Affiliates, any Administrative Agent or any of their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to any of the Administrative Agents or the other Participating Lenders. 3.3 Certain Tax Matters. Each of the Participating Lenders hereby represents and warrants that the information provided to the Priority Borrower or other applicable withholding agent by it in any IRS Form W-9 or W-8 (as applicable), and any other information provided to the Priority Borrower or other applicable withholding agent by it, is true, complete and correct in all material respects. Each of the Participating Lenders shall notify the Priority Borrower or other applicable withholding agent as soon as reasonably practicable if any information contained in an IRS Form W-9 or W-8 or any other tax related information provided to the Priority Borrower (or its agents) becomes untrue, misleading or otherwise requires updating at any time. Each of the Participating Lenders agrees to provide the Priority Borrower (or its agents) in a timely manner any additional tax information or documentation that the Priority Borrower (or its agents) reasonably requests and believes is required or will enable the Priority Borrower to comply with or mitigate any of its tax reporting, tax withholding, and/or tax compliance obligations, or which may arise as a result of a change in law or in the interpretation thereof. Each of the Parties acknowledges and agrees to the extent the Existing Term Loans that are used as consideration in the Exchanges are comprised of principal and accrued but unpaid interest not otherwise paid in cash to relevant Lenders by the Existing Agent, the consideration received in exchange for such obligations shall be allocated for U.S. federal and other applicable income tax purposes to the principal amount first and then, to the extent that the consideration exceeds the principal amount, to the portions of such obligations that represent accrued but unpaid interest. 3.4 Other. Each of the Participating Lenders hereby represents and warrants that it is the legal and beneficial owner of the Existing Loans set forth on such Participating Lender’s signature page hereto, in the principal amount indicated therein, and that such Existing Loans are being discharged free and clear of any Lien or other adverse claim. Each of the Participating Lenders hereby represents and warrants, severally and not jointly, to the Company Parties that: (a) such Participating Lender acknowledges that the Company Parties will rely upon the truth and accuracy of the above acknowledgments, representations and agreements and (b) it agrees that if any of the acknowledgments, representations or agreements it is deemed to have made is no longer accurate, it will promptly notify the Company Parties. 3.5. Requisite Participating Lenders. Each of the Participating Lenders hereby represents and warrants that, prior to giving effect to Section 2.1 hereof, the Participating Lenders constitute (a) all Existing Term Lenders and (b) all Existing Revolving Lenders. ARTICLE IV GENERAL PROVISIONS 4.1. Notices. All notices and other communications given or made pursuant to this Exchange Agreement shall be in writing and (a) if sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof or three Business Days after dispatch if sent by certified or registered mail, in each case, delivered, sent or mailed, (b) if sent by e-mail or other electronic means, shall be deemed

 14 to have been given upon transmission with confirmed delivery, and (c) notices and other communications to the Parties hereunder may be delivered or furnished by electronic communications at the addresses specified on Schedule II attached hereto (or at such other addresses as shall be specified by the Parties by like notice). 4.2. Partial Invalidity. To the extent permitted by applicable law, any provision of this Exchange Agreement or any transaction contemplated hereby held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof and transactions contemplated hereby; and the invalidity of a particular provision or transaction contemplated hereby in a particular jurisdiction shall not invalidate such provision or transaction in any other jurisdiction. 4.3. Execution in Counterparts. This Exchange Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties and delivered to the other Parties; provided, however, that delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Exchange Agreement shall be effective as delivery of an original executed counterpart of this Exchange Agreement. The provisions of Section 11.12 of the Existing Credit Agreement shall be deemed to be incorporated herein by reference, mutatis mutandis. Any signature to this Exchange Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable Law. 4.4. Governing Law; Waiver of Jury Trial. The provisions of Section 11.16 and 11.17 of the Existing Credit Agreement shall be deemed to be incorporated herein by reference, mutatis mutandis. 4.5. Non-Assignment; Successors; Transfers. (a) Except pursuant to Section 4.5(b), neither this Exchange Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties. This Exchange Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, heirs, legatees, distributees, executors, administrators and guardians. Except pursuant to Section 2.4 or as otherwise expressly stated or referred to herein, nothing in this Exchange Agreement, expressed or implied, is intended to confer upon any Person (other than the Parties hereto and the successors permitted by this Section 4.5) any right, remedy or claim under or by reason of this Exchange Agreement; provided, however, that to the extent set forth in Section 4.15 hereof, each non-Party Affiliate is hereby designated by each of the Parties as, and for all purposes shall be considered, a third-party beneficiary. (b) After the Exchange Agreement Effective Date and prior to the Exchange Effective Date, no Participating Lender shall transfer or assign, or enter into any agreement to transfer or assign, directly or indirectly, all or any portion of its interests or rights in, or obligations in respect of, the Existing Loans or Existing Revolving Commitments, unless, in each case, such transfer or assignment is to (i) a Participating Lender acquiring additional Existing Loans and/or Existing Revolving Commitments, (ii) an Affiliate of the Participating Lender transferor, or (iii) another Person, in each case, in accordance with the Existing Credit Agreement; provided, however, in the case of clauses (ii) and (iii), such transferee has, concurrently with such transfer or assignment, executed and delivered to the Existing Agent, the Priority Agent and the Priority Borrower (x) a

 15 joinder substantially in the form of Exhibit D hereto (an “Exchange Joinder Agreement”) with respect to such transferred Existing Loans and/or Existing Revolving Commitments and (y) a joinder to the Stock Purchase Agreement in a form reasonably satisfactory to the Priority Borrower, in which event (A) the transferee (including the Participating Lender transferee, if applicable) shall be deemed to be a Participating Lender hereunder to the extent of such transferred Existing Loans and/or Existing Revolving Commitments, as applicable, (B) except in the case of a transfer to an Affiliate, the transferor shall be deemed to relinquish all of its rights (and be released from its obligations) under this Exchange Agreement to the extent of its transferred Existing Loans and/or Existing Revolving Commitments, as applicable, and (C) following the execution and delivery of the documentation set out in clauses (x) and (y) to the Existing Agent, Priority Agent and the Priority Borrower, Schedule I shall be updated to reflect the addition of such transferee as an additional Participating Lender with the applicable pro rata allocation of Exchange Consideration. Any transfer or assignment in violation of this Exchange Agreement shall be void ab initio. 4.6. Titles and Headings. Titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Exchange Agreement. 4.7. Entire Agreement; Amendments. (a) This Exchange Agreement, including the exhibits and schedules, and the other Definitive Documents contain the entire understanding of the Parties hereto with regard to the subject matter contained herein. This Exchange Agreement may be amended, modified or supplemented by mutual agreement of the Priority Borrower and the “Required Lenders” as defined under the Priority Credit Agreement. Any such agreement shall be effective and binding for purposes of this Exchange Agreement if it is signed by the Priority Borrower and the “Required Lenders” as defined under the Priority Credit Agreement. Notwithstanding the foregoing, if any amendment, modification or supplement would have a disproportionate adverse effect on any individual or subset of Participating Lenders party hereto, then such amendment, modification or supplement shall also require the agreement of the Person(s) adversely affected thereby. Any purported amendment that does not comply with the foregoing shall be null and void. (b) In the event that the Priority Borrower and the Priority Agent mutually agree that an allocation of Term Loans under the Priority Credit Agreement to a given Participating Lender was incorrectly determined as a result of an administrative error in the receipt and processing of a signature page to this Exchange Agreement, as submitted by such Participating Lender, then the Priority Agent, the Priority Borrower and such affected Participating Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Participating Lender, notwithstanding anything to the contrary set forth in Section 4.7(a), enter into an amendment to this Exchange Agreement (each, a “Corrective Amendment”) within 15 calendar days following the effective date of this Exchange Agreement, which Corrective Amendment shall provide for the issuance of Obligations (as defined in the Priority Credit Agreement) under the Priority Credit Agreement in such amount as is required to cause such Participating Lender to hold Term Loans under the Priority Credit Agreement in the amount such Participating Lender would have held had such administrative error not occurred. 4.8. Representation by Counsel. Each of the Parties acknowledges that it has had the opportunity to be represented by counsel in connection with this Exchange Agreement and the transactions contemplated by this Exchange Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Exchange Agreement against such Party based upon lack of legal counsel, shall have no application and is expressly waived. The provisions

 16 of this Exchange Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties. None of the Parties shall have any term or provision construed against such Party solely by reason of such Party having drafted the same. 4.9. Waivers. Any term or provision of this Exchange Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. The failure of any Party hereto to enforce at any time any provision of this Exchange Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Exchange Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Exchange Agreement shall be held to constitute a waiver of any other or subsequent breach. 4.10. Termination. This Exchange Agreement shall terminate and be of no further force or effect if the Exchange Effective Date has not occurred upon the earliest of (a) August 12, 2026, provided that if the SEC notifies the Issuer that it intends to review the Issuer’s proxy statement required for the Stockholder Approval such date shall be extended to October 11, 2026 (the “Outside Date”) and (b) such date that the Priority Borrower provides notification to the other Parties hereto that it does not expect to obtain Stockholder Approval prior to the Outside Date. 4.11. Further Assurances. Each of the Parties agrees to use its commercially reasonable efforts to take any and all actions required in order to consummate the transactions contemplated by this Exchange Agreement. 4.12. Expenses. The Priority Borrower agrees to pay or reimburse all reasonable, documented out-of-pocket costs and expenses of each of (i) McDermott Will & Schulte LLP, as advisors to the Participating Lenders (other than the Existing Revolving Lenders) and (ii) Cahill Gordon & Reindel LLP and M3 Advisory Partners, LP, in each case, as advisors to the Existing Revolving Lenders (and, if necessary, of one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions, in each case, in jurisdictions material to the interests of the Participating Lenders)) through the Exchange Agreement Effective Date and thereafter, solely to the extent incurred in connection with the implementation of the Exchanges, including any collateral and security matters contemplated in connection therewith and in connection with fulfillment of the post-closing covenants set forth herein; provided, that the costs and expenses pursuant to clause (ii) shall not exceed $500,000 in the aggregate. 4.13. Exculpation Among Participating Lenders. Each Participating Lender acknowledges that it is not relying upon any Person, firm or corporation or stockholder, other than the Issuer, in making its investment or decision to invest in the Issuer. Each Participating Lender agrees that no Participating Lender nor the respective controlling persons, officers, directors, partners, agents, stockholders or employees of any Participating Lender shall be liable to any other Participating Lender for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the transactions contemplated hereby. 4.14. Specific Performance. It is understood and agreed by the Parties that money damages may be an insufficient remedy for any breach of this Exchange Agreement by any Party, that such breach may represent irreparable harm, and that each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of a court of competent jurisdiction requiring any party to comply promptly with any of its obligations hereunder, in addition to any other remedy or rights to which such parties are entitled, at law or in equity. Notwithstanding anything to the contrary in this Exchange Agreement, in no event shall any party hereto or their Affiliates be liable to any other party

 17 for any punitive, incidental, consequential, special or indirect damages, including the loss of future revenue or income or opportunity, relating to the breach or alleged breach of this Exchange Agreement. 4.15. Ratification. Each Participating Lender, on behalf of itself and each of its Related Persons, hereby approves and ratifies all documents entered into and actions taken in connection with the Exchange. 4.16. Indemnity. Each Company Party agrees to indemnify, hold harmless and defend the Administrative Agents and each Participating Lender, as well as each of their respective Related Persons (each such Person being an “Indemnitee”), from Third Party Claim Liabilities incurred in connection with the Indemnified Matters (defined below) (including, and in the case of Attorney Costs, limited to the extent set forth in such definition), brokerage commissions, fees and other compensation that may be imposed on, incurred by or asserted against any such Indemnitee (whether brought by a Company Party, an Affiliate of a Company Party or any other Person) in any matter relating to or arising out of, in connection with or as a result of any Loan Document (as defined in the Existing Credit Agreement or the Priority Credit Agreement), any Obligation (as defined in the Existing Credit Agreement or the Priority Credit Agreement) (or the repayment thereof), the Transactions, or the use or intended use of the proceeds of any Loan or any securities filing (or sale of securities pursuant to such securities filing) of, or with respect to, any Company Party (collectively, the “Indemnified Matters”). [Signatures on next pages]

 [Signature Page to Exchange Agreement] IN WITNESS WHEREOF, the Parties hereto have caused this Exchange Agreement to be executed as of the day and year first above written. S1 HOLDINGS FINCO, LLC, as Priority Borrower By: Name: Title: ORCHID MERGER SUB II, LLC, as Existing Borrower By: Name: Title: Acknowledged and agreed: ANKURA TRUST COMPANY, LLC, as the Existing Agent ___________________________________ By: Name: Gayani Crawford Title: Senior Director ANKURA TRUST COMPANY, LLC, as the Priority Agent ___________________________________ By: Name: Gayani Crawford Title: Senior Director Tridivesh Kidambi Treasurer and Chief Financial Officer Tridivesh Kidambi Treasurer and Chief Financial Officer /s/ Tridivesh Kidambi /s/ Tridivesh Kidambi /s/ Gayani Crawford /s/ Gayani Crawford

 [Signature Page to Second Amendment to Credit Agreement] [PARTICIPATING LENDER SIGNATURE PAGES ON FILE WITH ADMINISTRATIVE AGENTS]

 WEIL\101167285\9\76494.0003 EXHIBIT A FORM OF PRIORITY CREDIT AGREEMENT [See attached.]

 Agreed Form DM_US 600801263-21.146243.0001 FINANCING AGREEMENT Dated as of [●], 2026 by and among SYSTEM1 HOLDINGS LLC as Parent, S1 HOLDINGS FINCO, LLC AND EACH OTHER SUBSIDIARY OF PARENT LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, PARENT AND EACH OTHER SUBSIDIARY OF PARENT LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and ANKURA TRUST COMPANY, LLC, as Collateral Agent and as Administrative Agent

 DM_US 600801263-21.146243.0001 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; CERTAIN TERMS ...........................................................................2 Section 1.01 Definitions ..................................................................................................2 Section 1.02 Terms Generally .......................................................................................54 Section 1.03 Certain Matters of Construction ...............................................................55 Section 1.04 Accounting and Other Terms ...................................................................55 Section 1.05 Time References.......................................................................................57 Section 1.06 Timing of Payment or Performance .........................................................57 Section 1.07 Conflicts ...................................................................................................57 Section 1.08 Access to Information ..............................................................................58 Section 1.09 Interest Rates Disclaimer .........................................................................58 ARTICLE II THE LOANS ............................................................................................................58 Section 2.01 Commitments ...........................................................................................58 Section 2.02 Making the Loans .....................................................................................59 Section 2.03 Repayment of Loans; Evidence of Debt ..................................................59 Section 2.04 Interest ......................................................................................................60 Section 2.05 Reduction of Commitment; Prepayment of Loans...................................65 Section 2.06 Fees ..........................................................................................................67 Section 2.07 [Reserved] ................................................................................................68 Section 2.08 [Reserved] ................................................................................................68 Section 2.09 Taxes ........................................................................................................68 Section 2.10 Increased Costs and Reduced Return .......................................................71 Section 2.11 Changes in Law; Impracticability or Illegality ........................................73 Section 2.12 Mitigation Obligations; Replacement of Lenders ....................................73 ARTICLE III [RESERVED] .........................................................................................................74 ARTICLE IV APPLICATION OF PAYMENTS; DEFAULTING LENDERS; JOINT AND SEVERAL LIABILITY OF BORROWERS .....................................................................74 Section 4.01 Payments; Computations and Statements ................................................75 Section 4.02 Sharing of Payments, Etc .........................................................................76 Section 4.03 Apportionment of Payments ....................................................................76 Section 4.04 Defaulting Lenders ...................................................................................77 Section 4.05 Administrative Borrower; Joint and Several Liability of the Borrowers .................................................................................................78 ARTICLE V CONDITIONS TO LOANS .....................................................................................80 Section 5.01 Conditions Precedent to Effectiveness .....................................................80 Section 5.02 [Reserved] ................................................................................................83 Section 5.03 Conditions Subsequent to Effectiveness ..................................................83 ARTICLE VI REPRESENTATIONS AND WARRANTIES ......................................................83 Section 6.01 Representations and Warranties ...............................................................84 ARTICLE VII COVENANTS OF THE LOAN PARTIES ...........................................................93 Section 7.01 Affirmative Covenants .............................................................................93

 -ii- DM_US 600801263-21.146243.0001 Section 7.02 Negative Covenants ...............................................................................102 ARTICLE VIII CASH MANAGEMENT ARRANGEMENTS .................................................111 Section 8.01 Cash Management Arrangements ..........................................................111 ARTICLE IX EVENTS OF DEFAULT ......................................................................................113 Section 9.01 Events of Default....................................................................................113 ARTICLE X AGENTS ................................................................................................................117 Section 10.01 Appointment; Authorization ..................................................................117 Section 10.02 Delegation of Duties ..............................................................................118 Section 10.03 Exculpatory Provisions ..........................................................................118 Section 10.04 Reliance by Agent ..................................................................................119 Section 10.05 Successor Agent .....................................................................................119 Section 10.06 Non-Reliance on Agent ..........................................................................120 Section 10.07 Collateral and Guaranty Matters ............................................................120 Section 10.08 Instructions .............................................................................................122 Section 10.09 Withholding Tax ....................................................................................122 Section 10.10 Erroneous Payments ...............................................................................122 Section 10.11 No Reliance on any Agent's Customer Identification Program Certifications From Banks and Participants; USA PATRIOT Act ........124 Section 10.12 Collateral Custodian ...............................................................................125 Section 10.13 Collateral Agent May File Proofs of Claim ...........................................125 Section 10.14 Parallel Debt ...........................................................................................126 Section 10.15 [Reserved] ..............................................................................................127 Section 10.16 Indemnification by the Lenders .............................................................127 ARTICLE XI GUARANTY ........................................................................................................128 Section 11.01 Guaranty .................................................................................................128 Section 11.02 Guaranty Absolute .................................................................................128 Section 11.03 Waiver ....................................................................................................129 Section 11.04 Continuing Guaranty; Assignments .......................................................130 Section 11.05 Subrogation ............................................................................................130 Section 11.06 Contribution ...........................................................................................130 ARTICLE XII MISCELLANEOUS ............................................................................................131 Section 12.01 Notices, Etc ............................................................................................131 Section 12.02 Amendments, Etc ...................................................................................132 Section 12.03 No Waiver; Remedies, Etc .....................................................................135 Section 12.04 Expenses; Taxes; Attorneys' Costs ........................................................135 Section 12.05 Right of Set-off ......................................................................................136 Section 12.06 Severability ............................................................................................137 Section 12.07 Assignments and Participations .............................................................137 Section 12.08 Counterparts; Electronic Execution; Electronic Records .......................141 Section 12.09 GOVERNING LAW ..............................................................................142 Section 12.10 CONSENT TO JURISDICTION; SERVICE OF PROCESS; AND VENUE ..................................................................................................142 Section 12.11 WAIVER OF JURY TRIAL, ETC ........................................................143 Section 12.12 Consent by the Agents and Lenders .......................................................143 Section 12.13 No Party Deemed Drafter.......................................................................143

 -iii- DM_US 600801263-21.146243.0001 Section 12.14 Reinstatement; Certain Payments ..........................................................143 Section 12.15 Indemnification; Limitation of Liability for Certain Damages ..............144 Section 12.16 Records ...................................................................................................146 Section 12.17 Binding Effect ........................................................................................146 Section 12.18 Highest Lawful Rate ..............................................................................146 Section 12.19 Confidentiality .......................................................................................147 Section 12.20 Public Disclosure ...................................................................................148 Section 12.21 Integration ..............................................................................................148 Section 12.22 USA PATRIOT Act ...............................................................................148 Section 12.23 CAML ....................................................................................................148 Section 12.24 Judgment Currency ................................................................................149 Section 12.25 Section Headings ....................................................................................149

 -iv- DM_US 600801263-21.146243.0001 SCHEDULE AND EXHIBITS Schedule 1.01(A) Schedule 1.01(B) Schedule 1.01(C) Schedule 6.01(e) Schedule 6.01(f) Schedule 6.01(i) Schedule 6.01(j) Schedule 6.01(l) Schedule 6.01(o) Schedule 6.01(r) Schedule 6.01(s) Schedule 6.01(v) Schedule 6.01(w) Schedule 6.01(dd) Schedule 6.01(ee) Schedule 7.02(a) Schedule 7.02(b) Schedule 7.02(e) Schedule 7.02(h)(vii) Schedule 7.02(j) Schedule 7.02(k) Schedule 8.01 Schedule 12.01 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K] [Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K]

 DM_US 600801263-21.146243.0001 FINANCING AGREEMENT Financing Agreement, dated as of [_____ __, 2026], by and among System1 Holdings LLC, a Delaware limited liability company (the "Parent"), S1 Holdings Finco, LLC, a Delaware limited liability company ("S1 Holdings"), each other subsidiary of the Parent listed as a "Borrower" on the signature pages hereto (together with S1 Holdings, and each other subsidiary of Parent that executes a Joinder Agreement and becomes a "Borrower" hereunder, each a "Borrower" and collectively, the "Borrowers"), each other subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent and each other subsidiary of Parent that executes a Joinder Agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and, collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and, collectively, the "Lenders"), Ankura Trust Company, LLC, a New Hampshire limited liability company ("Ankura"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and Ankura, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and, collectively, the "Agents"). RECITALS WHEREAS, Orchid Merger Sub II, LLC, a Delaware limited liability company (the "Existing Borrower"), the Parent, as holdings, and certain subsidiaries of the Existing Borrower, as subsidiary guarantors (collectively, the "Existing Credit Parties"), are party to that certain Credit and Guaranty Agreement, dated as of January 27, 2022 (the "Original Closing Date") (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement" and, the term loans thereunder, the "Existing Term Loans" and the revolving loans thereunder, the "Existing Revolving Loans" and, together with the Existing Term Loans, the "Existing Loans" and the revolving loan commitments thereunder, the "Existing Revolving Commitments"), with the term loan lenders from time to time party thereto (solely in their capacity as such, the "Existing Term Lenders"), the revolving lenders from time to time party thereto (solely in their capacity as such, the "Existing Revolving Lenders", and together with the Existing Term Lenders, the "Existing Lenders"), the L/C Issuers (as defined therein) from time to time party thereto and Ankura (as successor by appointment to Bank of America, N.A.), as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns in such capacities, the "Existing Agent"); and WHEREAS, S1 Holdings and the Existing Borrower entered into that certain Exchange Agreement, dated as of May 29, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Exchange Agreement"), by and among S1 Holdings, the Existing Borrower and the Existing Lenders, which Exchange Agreement was acknowledged and agreed by the Administrative Agent and pursuant to which S1 Holdings has agreed with each Existing Lender that, on the Exchange Effective Date (as defined in the Exchange Agreement), (a) all of the Existing Term Loans shall be deemed fully paid, satisfied and discharged immediately and automatically upon each Existing Term Lender's receipt of its allocated Exchange Consideration (as defined in the Exchange Agreement) on the terms and subject to the conditions set forth in the Exchange Agreement and (b) all of the Existing Revolving

 -2- DM_US 600801263-21.146243.0001 Loans and all of the Existing Revolving Commitments shall be deemed fully paid, satisfied and discharged immediately and automatically upon each Existing Revolving Lender's receipt of its allocated Exchange Consideration on the terms and subject to the conditions set forth in the Exchange Agreement (collectively, the "Discharge of the Existing Loans"), including the execution and delivery by the Loan Parties of this Agreement, pursuant to which each such Existing Lender shall be deemed to have made its Pro Rata Share of the Term Loans. In consideration of the premises and the covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS; CERTAIN TERMS Section 1.01 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms: "Account Debtor" means, with respect to any Person, each debtor, customer or obligor in any way obligated on or in connection with any Account Receivable of such Person. "Account Receivable" means, with respect to any Person, any and all rights of such Person to payment for goods sold or leased and/or services rendered and/or from the licensing of intellectual property, including accounts (as such term is defined in the UCC), general intangibles and any and all such rights evidenced by chattel paper, instruments or documents, whether due or to become due and whether or not earned by performance, and whether now or hereafter acquired or arising in the future, and any proceeds arising therefrom or relating thereto. "Action" has the meaning specified therefor in Section 12.12. "Additional Amount" has the meaning specified therefor in Section 2.09(a). "Administrative Agent" has the meaning specified therefor in the preamble hereto. "Administrative Agent's Account" means an account at a bank designated by the Administrative Agent from time to time as the account into which the Loan Parties shall make all payments to the Administrative Agent for the benefit of the Secured Parties. "Administrative Borrower" has the meaning specified therefor in Section 4.05(a). "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the Equity Interests having ordinary voting power for the election of members of the Board of Directors of such Person or (b) direct or cause the direction of the management and policies of such Person whether by contract or otherwise (including by way of an external voting agreement or other arrangement) and "controlling" and "controlled" have meanings correlative thereto. Notwithstanding anything herein to the contrary,

 -3- DM_US 600801263-21.146243.0001 in no event shall any Agent, any Lender or any of their respective affiliates be considered an "Affiliate" of any Loan Party solely as a result of the Loan Documents. For the avoidance of doubt, each Subsidiary of Parent is an Affiliate of Parent. "Agent" and "Agents" have the respective meanings specified therefor in the preamble hereto. "Agent Advances" has the meaning specified therefor in Section 10.07(c). "Agent-Related Person" means collectively, Agent, its sub-agents and its and their Related Parties. "Aggregate Payments" has the meaning specified in Section 11.06. "Agreement" means this Financing Agreement, including all amendments, restatements, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Agreement as the same may be in effect at the time such reference becomes operative. "Ankura" has the meaning specified therefor in the preamble hereto. "Anti-Corruption Laws" has the meaning specified therefor in Section 6.01(ll). "Anti-Terrorism Laws" means any Requirement of Law relating to terrorism or money laundering, including, without limitation, (a) the Money Laundering Control Act of 1986 (i.e., 18 U.S.C. §§ 1956 and 1957), (b) the Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959) (the "Bank Secrecy Act"), (c) the USA Patriot Act, (d) the laws, regulations and Executive Orders administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), (e) the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 and implementing regulations by the United States Department of the Treasury, (f) any law prohibiting or directed against terrorist activities or the financing of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), or (g) any similar laws enacted in the United States or any other jurisdictions in which the parties to this Agreement operate, including CAML, as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced and all other present and future legal requirements of any Governmental Authority governing, addressing, relating to, or attempting to eliminate, terrorist acts and acts of war and any regulations promulgated pursuant thereto. "Applicable Margin" means, as of any date of determination, with respect to the interest rate of (a) any Reference Rate Loan or any portion thereof, 4.00% per annum and (b) any Term SOFR Rate Loan or any portion thereof, 5.00% per annum; provided, that, to the extent a PIK Election has been made by the Borrowers pursuant to Section 2.04(b), the Applicable Margin with respect to the Term Loans the interest on which is so paid-in-kind shall increase by 0.50% with respect to such interest payment (which premium, for the avoidance of doubt, may be paid- in-kind). "Assignment and Acceptance" means an assignment and acceptance entered into by an assigning Lender and an assignee, and accepted by the Administrative Agent, in accordance with Section 12.07 hereof and substantially in the form of Exhibit E hereto or such other form reasonably acceptable to the Administrative Agent.

 -4- DM_US 600801263-21.146243.0001 "Authorized Officer" means, with respect to any Person, the chief executive officer, chief operating officer, chief financial officer, treasurer, controller or other financial officer performing similar functions, president or executive vice president of such Person. "Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of "Interest Period" pursuant to Section 2.04(d). "Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C. § 101, et seq.), as amended from time to time, and any successor statute or any similar federal or state laws for relief of debtors. "Benchmark" means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.04(d). "Benchmark Replacement" means, with respect to any Benchmark Transition Event, the sum of: (i) the alternate benchmark rate that has been selected by the Required Lenders (in consultation with the Administrative Borrower) giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar- denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment; provided, that if the Benchmark Replacement would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. "Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Required Lenders (in consultation with the Administrative Borrower) giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

 -5- DM_US 600801263-21.146243.0001 "Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark: (i) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); and (ii) in the case of clause (c) of the definition of "Benchmark Transition Event," the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (i) or (ii) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). "Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the

 -6- DM_US 600801263-21.146243.0001 calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, a "Benchmark Transition Event" will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). "Benchmark Transition Start Date" means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication). "Benchmark Unavailability Period" means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.04(d)(v) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.04(d)(v). "Blocked Person" means any Person: (a) that is publicly identified (i) on the most current list of "Specially Designated Nationals and Blocked Persons" published by OFAC or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC comprehensive sanctions or embargo program, (ii) as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Anti-Terrorism Law, or (iii) as prohibited from doing business with Canada under any Anti- Terrorism Law; (b) that is owned 50% or more or controlled by, or that owns or controls, or that is acting for or on behalf of, any Person described in clause (a) above; (c) which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; and (d) that is affiliated or associated with a Person described in clauses (a), (b) or (c) above. "Board" means the Board of Governors of the Federal Reserve System of the United States (or any successor). "Board of Directors" means, with respect to (a) any corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) a partnership, the board of directors or equivalent governing body of the general partner of the partnership, (c) a limited liability company, the managing member or members or any

 -7- DM_US 600801263-21.146243.0001 controlling committee or board of managers or equivalent governing body of such company or the sole member or the managing member thereof, and (d) any other Person, the entity, individual, board or committee of such Person serving a similar function. "Borrower" and "Borrowers" have the respective meanings specified therefor in the preamble hereto. "Borrower Materials" has the meaning specified in Section 7.01(a). "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or Amsterdam are authorized or required to close. "CAML" means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other anti-terrorism laws and "know your client" policies, regulations, laws or rules applicable in Canada, including any guidelines or orders thereunder. "Canadian Defined Benefit Plan" means any Canadian Pension Plan which contains a "defined benefit provision" as defined in subsection 147.1(1) of the ITA. "Canadian Loan Party" means any Loan Party that is organized under the laws of Canada or any province or territory thereof. "Canadian Pension Event" means solely with respect to a Canadian Defined Benefit Plan (a) the termination by a Loan Party of such a Canadian Defined Benefit Plan; or (b) the filing of a notice of intention to terminate in whole or in part such a Canadian Defined Benefit Plan or the treatment of such a Canadian Defined Benefit Plan amendment as a termination or partial termination; or (c) the issuance of an order or notice of intended decision by any Governmental Authority to terminate or have an administrator or like body appointed to administer such a Canadian Defined Benefit Plan; or (d) any other event or condition which would reasonably be expected to constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of an administrator or trustee to administer, any such Canadian Defined Benefit Plan. "Canadian Pension Plans" means each pension plan or arrangement required to be registered under Canadian federal or provincial law that is or was established, maintained, administered or contributed to or required to be contributed to by a Loan Party or any Subsidiary of any Loan Party for its employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively. "Canadian Security Agreement" means a Canadian Pledge and Security Agreement, substantially in the form of Exhibit J, made by a Canadian Loan Party (or any other Loan Party with respect to Collateral located in Canada) in favor of the Collateral Agent for the benefit of the Secured Parties, securing the Obligations and delivered to the Collateral Agent. "Canadian Security Documents" means the Canadian Security Agreement and any other security agreement, debenture, pledge or hypothec governed by the laws of Canada or any province or territory thereof and any other agreement governed by the laws of Canada or any

 -8- DM_US 600801263-21.146243.0001 province or territory thereof which is required by the Collateral Agent and which is entered into at any time by any Loan Party in accordance with the terms of this Agreement (in each case, as amended, amended and restated, supplemented or otherwise modified from time to time). "Canadian Subsidiary" means any Subsidiary of Parent that is organized under the laws of Canada or any province or territory thereof. "Capital Expenditures" means, with respect to any Person for any period, the sum of, without duplication, (a) the aggregate of all expenditures by such Person and its Subsidiaries during such period that in accordance with GAAP are or should be included in "property, plant and equipment" or in a similar fixed asset account on its balance sheet, whether such expenditures are paid in cash or financed and including all Capitalized Lease Obligations that are paid or due and payable during such period which in accordance with GAAP, would be classified as capital expenditures, plus (b) to the extent not covered by clause (a) above, the aggregate of all expenditures by such Person and its Subsidiaries during such period to acquire by purchase or otherwise the business or fixed assets of, or the Equity Interests of, any other Person; provided, however, that the following shall not constitute Capital Expenditures: (i) expenditures by a Loan Party financed with the Net Cash Proceeds of the sale or issuance by Parent (or one or more holding companies controlling Parent) or any other Loan Party of their Qualified Equity Interests to the extent the issuance thereof is permitted hereunder, (ii) expenditures by a Loan Party made with any proceeds permitted to be reinvested pursuant to Section 2.05(c)(viii), (iii) expenditures made by a Loan Party to effect leasehold improvements (including any common area maintenance or other proportionate charges) to any property leased by such Loan Party as lessee, to the extent that such expenses have been reimbursed in cash by the landlord that is not a Loan Party, (iv) expenditures that are accounted for as capital expenditures of a Loan Party and that actually are paid for by a third party (excluding any Loan Party) and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person (whether before, during or after such period), (v) property, plant and equipment taken in settlement of accounts, and (vi) expenditures to the extent that they are made with (x) the proceeds of Dispositions or (y) insurance proceeds or other compensation with respect to casualty events. "Capitalized Lease" means, with respect to any Person, any lease of (or other arrangement conveying the right to use) real or personal property by such Person as lessee that is required under GAAP to be capitalized on the balance sheet of such Person. "Capitalized Lease Obligations" means, with respect to any Person, obligations of such Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP. "Cash Equivalents" means (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case, maturing within 1 year from the date of acquisition thereof; (b) commercial paper, maturing not more than 1 year after the date of issue rated P-1 by Moody's or A-1 by Standard & Poor's; (c) certificates of deposit maturing not more than 1 year after the date of issue, issued by commercial banking institutions and money

 -9- DM_US 600801263-21.146243.0001 market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with commercial banking institutions described in clause (c) above and which are secured by readily marketable direct obligations of the United States Government or any agency thereof; (e) marketable short-term money market accounts and similar highly liquid funds having a rating of at least P-2 or A-2 from either Moody's or Standard & Poor's; (f) marketable tax exempt securities rated A or higher by Moody's or A+ or higher by Standard & Poor's, in each case, maturing within 1 year from the date of acquisition thereof and (g) readily marketable direct obligations issued by any State, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an investment grade rating from either Moody's or Standard & Poor's with maturities of one year or less from the date of acquisition. "Cash Management Accounts" means the bank accounts, securities accounts, commodity accounts of each Loan Party (other than Excluded Accounts) maintained at one or more Cash Management Banks listed on Schedule 8.01. "Cash Management Agreement" means, with respect to any deposit account, any securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to the Collateral Agent and the Required Lenders, among the Collateral Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account, effective to grant springing "control" (as defined under the applicable UCC, or as otherwise required by the Required Lenders to maintain cash management in the case of any deposit account governed by the laws of Canada or any province or territory thereof) over such account to the Collateral Agent. "Cash Management Bank" has the meaning specified therefor in Section 8.01(a). "Cash Management Deadline" has the meaning specified therefor in Section 8.01(b). "Cash Management Services" means any of the following: automated clearing house transactions, treasury and/or cash management services, including, without limitation, treasury, depository, overdraft, credit, purchasing or debit card, non-card e-payable services, electronic funds transfer, treasury management services (including controlled disbursement services, overdraft automatic clearing house fund transfer services, return items and interstate depository network services), cash pooling arrangements, other demand deposit or operating account relationships, foreign exchange facilities, credit card processing services and merchant services. "Cash Management Services Agreement" means any agreement or arrangement to provide Cash Management Services to Parent, the Borrowers or any Subsidiary. "Cash Management Services Bank" means Bank of America, N.A. or its affiliate in its capacity as a party to a Cash Management Services Agreement.

 -10- DM_US 600801263-21.146243.0001 "Cash Management Services Obligations" means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses in an aggregate amount not to exceed $500,000 owing by the Loan Parties to the Cash Management Services Bank pursuant to or evidenced by the Cash Management Services Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured. "Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case, pursuant to Basel III, shall, in each case, be deemed to be a "Change in Law," regardless of the date enacted, adopted or issued, promulgated or implemented. "Change of Control" means each occurrence of any of the following: (a) the acquisition of the beneficial ownership by any "person" or "group" (as used in this definition, within the meaning of Section 13(d)(3) or Section 14(d)(2) of the 1934 Act) (including any group acting for the purpose of acquiring, holding or disposing of Securities (within the meaning of Rule 13d-5(b)(1) under the 1934 Act), but excluding (i) any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator therefor, (ii) one or more Permitted Holders and (iii) underwriters in connection with any offering of Equity Interests), of voting common stock representing more than the greater of (x) 35% of the total voting power of all of the outstanding voting common stock of the Parent and (y) the percentage of the total voting power of all of the outstanding voting common stock of the Parent owned, directly or indirectly, beneficially by the Permitted Holders; provided, that notwithstanding the provisions of this clause (a), no "Change of Control" shall be deemed to have occurred under this clause (a) if the Permitted Holders have the right, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors of the Parent; (b) the Parent shall cease to have beneficial ownership (as defined in Rule 13d- 3 under the Exchange Act) of, directly or indirectly, 100% of the aggregate voting or economic power of the Equity Interests of (i) the Borrowers and (ii) each other Loan Party and each of its Subsidiaries (or, in the case of any Permitted Joint Venture, 100% of the aggregate voting or economic power of the Equity Interests of such Permitted Joint Venture owned by the Loan Parties as of the date of formation and/or acquisition thereof, but without giving effect to any dilution caused by additional investments made by the equityholders of such Permitted Joint Venture after such date) (other than, solely in the case of clause (ii) above, including with respect to the Equity

 -11- DM_US 600801263-21.146243.0001 Interests of any Permitted Joint Venture, in connection with any transaction permitted pursuant to Section 7.02(c)(ii)), free and clear of all Liens (other than Permitted Liens); or (c) a "Change of Control" (or any comparable term or provision) under or with respect to any documents governing the Equity Interests or Subordinated Indebtedness of the Parent or any of its Subsidiaries. "CIP Regulations" has the meaning specified in Section 10.11. "Collateral" means all of the "Collateral" referred to in the Security Documents and all of the other property and assets that are or are required under the terms hereof or of the Security Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties; provided, that "Collateral" shall not include any Excluded Property. "Collateral Agent" has the meaning specified therefor in the preamble hereto. "Collections" means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds). "Commitments" means, with respect to each Lender, such Lender's Term Loan Commitment. "Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. "Communication" means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document. "Competitor" means any direct competitor of any Loan Party or a Subsidiary of a Loan Party that is in the same line of business as the Loan Parties and their respective Subsidiaries designated in writing by the Administrative Borrower to the Agents from time to time or any other Affiliate of such competitor clearly identifiable as such on the basis of such Affiliate's name, in each case as set forth in the definition of Disqualified Institutions. The Administrative Agent shall be permitted, upon the written request of any Lender, to make available the list of Competitors to such inquiring Lender. "Competitor Debt Fund Affiliate" means, with respect to any Competitor, any debt fund, investment vehicle, regulated bank entity or unregulated lending entity (in each case, other than any Disqualified Lending Institution) that is (a) primarily engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course of business and (b) managed, sponsored or advised by any person that is controlling, controlled by or under common control with the relevant Competitor or Affiliate thereof. For purposes of this definition, "control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, and "controlling" and "controlled" have meanings correlative thereto.

 -12- DM_US 600801263-21.146243.0001 "Compliance Certificate" means a Compliance Certificate substantially in the form of Exhibit F or such other form to which the Required Lenders may reasonably agree, duly executed by an Authorized Officer of the Parent. "Conforming Changes" means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrativ…