(solely for purposes of Section 2.07(c)(v), Section 7.02(c), Section 7.03, Section 7.04(b), Section 7.06, Section 7.07, Section 7.10 and Section 7.11),

E.L.F. COSMETICS, INC.,

GLAZE MERGER SUB, LLC,

HRBEAUTY LLC,

THE SELLERS IDENTIFIED HEREIN,

DAVID LEVIN
(solely in his capacity as the Sellers’ Representative pursuant to Section 12.01),

May 28, 2025

Page

Exhibits

Exhibit A    Sellers and Holders of Team Class P Units

Exhibit B    Form of Written Consent

Exhibit C    Form of Investor Questionnaire

Exhibit D    Earn-Out Terms

Exhibit E    Form of Payment Schedule

Exhibit F    Allocation Methodology

Exhibit G    Form of Selling Holder Questionnaire

Exhibit H    Form of Profits Interest Acknowledgment

Exhibit I    Form of Certificate of Merger

Schedules

Company Disclosure Schedule

Schedule I        Lock-Up Holders

Schedule II        Key Services Providers

Schedule III        Restricted Holders

Schedule IV        Specific Tax Liabilities

Schedule 1.01(a)    Illustrative Working Capital Calculation

Schedule 1.01(b) Specified Accounting Principles THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 28, 2025, is entered into by and among HRBeauty LLC, a Delaware limited liability company (the “Company”), e.l.f.

Schedule 1.01(c)    Excluded Assets

Schedule 6.04(d)    Employee Matters

Beauty, Inc., a Delaware corporation (“Parent”) (solely for purposes of Section 2.07(c)(v), Section 7.02(c), Section 7.03, Section 7.04(b), Section 7.06, Section 7.07, Section 7.10 and Section 7.11), e.l.f. Cosmetics, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Buyer”), Glaze Merger Sub, LLC (“Merger Sub”), certain of the Sellers, and David Levin, as the Sellers’ Representative (as defined in Section 12.01(a)) (solely in his capacity as the Sellers’ Representative pursuant to Section 12.01). Capitalized terms shall have the meanings given to them in Section 1.01(a) (or as defined elsewhere in this Agreement in accordance with Section 1.01(b)).

WHEREAS, the parties intend to effect a business combination through the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving entity in the Merger (the “Surviving Company”), upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware Limited Liability Company Act (the “DLLCA”).

WHEREAS, the Company’s Board of Managers has considered the terms of this Agreement and has (a) declared this Agreement and the transactions contemplated by this Agreement and the documents referenced herein (collectively, including the Merger, the “Transactions”), upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and its equityholders, (b) approved this Agreement in accordance with Applicable Law and (c) adopted a resolution directing that the approval of this Agreement be submitted to the Company’s equityholders for consideration and recommending that all of such equityholders approve this Agreement and approve the Merger and the other Transactions.

WHEREAS, the sole member of Merger Sub has approved this Agreement in accordance with Applicable Law.

WHEREAS, the Company has solicited and obtained the approval by written consent (in lieu of a meeting pursuant to the Company Operating Agreement and the DLLCA) in the form attached hereto as Exhibit B (the “Written Consent”) from the holders of Company Units sufficient for the Requisite Equityholder Approval for purposes of approving this Agreement and the Transactions.

WHEREAS, prior to Closing, and as a condition to Parent issuing Parent Stock to each Seller and each holder of Team Class P Units, each such Seller and holder of Team Class P Units will execute and deliver to Buyer an accredited investor questionnaire in the form attached hereto as Exhibit C (each, an “Investor Questionnaire”).

WHEREAS, contemporaneously with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s and Buyer’s willingness to enter into this Agreement, each of the Persons identified on Schedule I (the “Lock-Up Holders”) are entering into a lock-up agreement with Parent (each, a “Lock-Up Agreement”), in each case to be effective upon the Closing.

WHEREAS, contemporaneously with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s and Buyer’s willingness to enter into this Agreement, the individuals identified on Schedule II (the “Key Service Providers”) are each entering into an offer letter, service agreement or advisor agreement and certain of the Key Service Providers are also entering into a confidentiality and inventions assignment agreement with Buyer or one of its Subsidiaries, as applicable (together, a “Service Agreement”), in each case to be effective upon the Closing.

WHEREAS, contemporaneously with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s and Buyer’s willingness to enter into this Agreement, the individuals identified on Schedule III (the “Restricted Holders”) are each entering into a non-competition and non-solicitation agreement with Buyer (each, a “Non-Competition Agreement”), in each case to be effective upon the Closing in accordance with its terms.

NOW, THEREFORE, intending to be legally bound, the parties to this Agreement hereby agree as follows:

Article 1.
DEFINITIONS

Section 1.01Definitions.

(a)As used in this Agreement, the following terms have the following meanings:

“Accredited Investor” means (a) a Company Unitholder or holder of Team Class P Units that has executed and delivered an Investor Questionnaire demonstrating that such Person is an “accredited investor” (as defined in Rule 501(a) under the Securities Act) and that is identified as such in the Payment Schedule and (b) any other Company Unitholder or holder of Team Class P Units that Parent determines in its sole discretion as of the Closing is an “accredited investor” (as defined in Rule 501(a) under the Securities Act) (with or without having received an Investor Questionnaire).

“Acquisition Proposal” means, other than the Transactions, any transaction directly or indirectly involving, (i) the sale, license, disposition or acquisition of all or a material portion of the equity, business or assets (other than sales of Inventory in the ordinary course of business) of the Company (including the sale, license, disposition or acquisition of Trademarks or other Intellectual Property Rights) or any division of the Company, (ii) the issuance, grant, disposition or acquisition to or by a Person not already an equity owner of the Company of: (A) any capital stock or other equity security of the Company; (B) any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock or other equity security of the Company; or (C) any security, instrument or obligation that is or may become convertible into or exchangeable for any capital stock or other equity security of the Company, in each case other than in connection with equity incentives payable as compensation for service providers in the ordinary course of business consistent with past practice and not prohibited by the terms of this Agreement; (iii) any merger, consolidation, business combination, spin-off, share exchange, recapitalization, reorganization or similar transaction involving the Company, or (iv) other than in the ordinary course of business, any other transaction that could reasonably be expected to be an alternative to, or impede the Transactions (including any joint venture in the beauty space (including, without limitation, with respect to cosmetics, skin care, nails, haircare and personal care)).

“Adjustment Escrow Amount” shall mean an amount of cash equal to $5,000,000.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, “control,” when used with respect to any specified person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities or by contract or otherwise, and the terms “controlling” and “controlled by” have correlative meanings to the foregoing. Notwithstanding the foregoing, for purposes of this Agreement, no Seller, the Company, or any of their respective Representatives shall be considered an Affiliate of Buyer; provided, however, that the Company shall be considered an Affiliate of Buyer following the Closing.

“Aggregate Consideration” means (i) $800,000,000, minus (ii) the Closing Indebtedness, minus (iii) the amount of Unpaid Company Transaction Expenses, minus (iv) the amount, if any, by which Closing Working Capital is less than Target Working Capital, plus (v) the amount, if any, by which Closing Working Capital exceeds Target Working Capital, plus (vi) the amount of Closing Cash.

“Ancillary Agreements” means the Escrow Agreement, the Service Agreements, the Investor Questionnaires, the Selling Holder Questionnaires, the Lock-Up Agreements, the Non-Competition Agreements, the Profits Interest Acknowledgments and the Letters of Transmittal.

“Anti-Bribery Laws” means anti-bribery and anti-corruption laws, regulations or ordinances of any jurisdiction where the Company does business, including, without limitation, (i) the Foreign Corrupt Practices Act, (ii) the United Kingdom Bribery Act 2010, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states and (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

“Anti-Money Laundering Laws” means anti-money laundering-related laws, regulations, and codes of practice, including, without limitation, (i) the European Union Anti-Money Laundering Directives and any laws, decrees, administrative orders, circulars or instructions implementing or interpreting the same and (ii) the applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended.

“Antitrust Laws” means the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, the Federal Trade Commission Act of 1914, in each case as amended, and any other U.S. federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Applicable Law that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

“Applicable Law” means, with respect to any Person, any federal, state, local, municipal, foreign or other law (including controlling common law), constitution, treaty, convention, ordinance, code, published rule, published regulation, order, injunction, judgment, decree, ruling or other similar published requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise, including the United States Federal Food, Drug, and Cosmetic Act, other analogous federal laws (such as the Fair Packaging and Labeling Act and Consumer Product Safety Act, and regulations issued to implement such laws, and all analogous laws of any state or non-U.S. Governmental Authority applicable to Company Products in jurisdictions in which Company Products are developed or sold by the Company), the DLLCA, the Exchange Act, ERISA, the Securities Act, unclaimed property laws, Antitrust Laws, international trade laws, Sanctions, Anti-Money Laundering Laws, Anti-Bribery Laws, State Licensing Laws and Environmental Laws.

“Balance Sheet” means the unaudited balance sheet of the Company as of the Balance Sheet Date and the footnotes thereto.

“Balance Sheet Date” means March 31, 2025.

“Bring-Along Seller” means each Seller that has not executed this Agreement as of the date hereof.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in San Francisco or Los Angeles, California are authorized or required by Applicable Law to close.

“Buyer Fundamental Representations” means those representations and warranties set forth in Section 5.01, Section 5.02, Section 5.04(a), Section 5.08 and Section 5.12.

“Buyer Related Party” shall mean any former, current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives or Affiliates of Buyer (including, from and after the Closing, the Surviving Company), or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, general or limited partner, member, manager, trustee, attorney, agent, representative or Affiliate of any of the foregoing.

“Cash Consideration” means an amount of cash equal to the Aggregate Consideration minus the value of the Stock Consideration (valued at the Parent Stock Price).

“Closing Cash” means the aggregate amount of cash and cash equivalents (with respect to cash equivalents, to the extent convertible to cash within thirty (30) days) (excluding any Restricted Cash and amounts receivable from payment processors), determined in accordance with GAAP, held by the Company (net of any uncleared checks and drafts issued by the Company but including checks, wire transfers and drafts received, deposited or available for deposit for the account of the Company) as of immediately prior to the Closing.

“Closing Cash Consideration” means an amount of cash equal to the Cash Consideration, minus the Sellers’ Representative Expense Fund, minus the Adjustment Escrow Amount.

“Closing Indebtedness” means the aggregate amount of all Indebtedness of the Company that remains unpaid as of immediately prior to the Closing.

“Closing Working Capital” means Working Capital as of immediately prior to the Closing. By way of illustration only, the calculation of Working Capital as of the close of business on March 31, 2025 is set forth on Schedule 1.01(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Confidential Information” means all trade secrets and all other information, knowledge, ideas or data relating to Buyer, the Company or any of their respective Affiliates that is proprietary or confidential, including customer, vendor or partnership lists, customer data or information, prospective customer names, business strategies, models and techniques, management and marketing plans, potential collaborations, distributors and future distribution channels, financial statements, financial information and projections, know-how, pricing policies, pricing information and pricing methodologies, operational methods, methods of doing business, compensation, technical processes, formulae for current and future Company Products, proposed product pipelines and product launch information, research and development, designs and design projects, inventions and other Proprietary Information, corporate structure, employees of the Company or Buyer or any of its Affiliates and any Personal Data related thereto, compensation and equity programs, hardware, software programs, files, software, code, reports, documents, manuals, forms, business plans and projects or prospective projects pertaining to the Company or Buyer or any of its Affiliates and including any information of others that any Seller, the Company or Buyer or any of its Affiliates has agreed to keep confidential.

“Company Disclosure Schedule” means the disclosure schedule dated the date of this Agreement regarding this Agreement that has been provided by the Company to Buyer.

“Company Equity Plan” means the Amended and Restated HRBeauty LLC 2021 Equity Incentive Plan.

“Company Fundamental Representations” means those representations and warranties set forth in Section 3.01(a) and (b), Section 3.02, Section 3.04(a), Section 3.05(a), (b), (c) and (e), and Section 3.28.

“Company IP” means all Intellectual Property Rights and Technology owned or purported to be owned by, or exclusively licensed to, the Company.

“Company IP Contract” means any Contract that is a Company Inbound IP License or a Company Outbound IP License.

“Company Material Adverse Effect” means any change, event, effect, claim, circumstance or matter (each, an “Effect”) that (considered together with all other Effects) has, or would reasonably be expected to have, a material adverse effect on the business, condition (financial or otherwise), assets, liabilities, results of operations or financial performance of the Company, taken as a whole; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (i) changes in the economy in general in the United States or any other geographic region in which the Company conducts business, except to the extent any such Effect does or would reasonably be expected to disproportionately and adversely impact the Company relative to other companies in the same industries in which the Company operates (in which case, solely such disproportionate impact may be taken into account), (ii) changes in interest or exchange rates, the price or availability of materials or manufacturing, trade actions, tariffs, export controls, or sanctions, or the financial or commodity markets (including any changes in credit, financial, commodities, securities or banking markets), except to the extent any such Effect does or would reasonably be expected to disproportionately and adversely impact the Company relative to other companies in the same industry (in which case, solely such disproportionate impact may be taken into account), (iii) acts of war, sabotage or terrorism, military actions or the escalation thereof or natural disasters, weather conditions, changes in geopolitical conditions or other force majeure events, including without limitations any epidemic or pandemic, except to the extent any such Effect does or would reasonably be expected to disproportionately and adversely impact the Company relative to other companies in the same industry (in which case, solely such disproportionate impact may be taken into account), (iv) the entry into this Agreement or the announcement or pendency of the Transactions, including the identity of Buyer or Parent (including, in each case, the impact thereof on relationships, contractual or otherwise, with any customers, suppliers, vendors, distributors, partners or employees), except solely to the extent that the purpose of a representation or warranty contained in this Agreement is to address the consequences resulting from the execution of this Agreement, or the announcement or pendency of the Transactions, (v) changes after the date of this Agreement in GAAP or Applicable Law or the interpretation thereof, (vi) any failure to meet financial projections, estimates or forecasts for any period, including estimates of sales, revenues or earnings or other forecasts (provided, that the underlying cause of such failure may, to the extent applicable, be taken into account, to the extent that any such underlying cause is not otherwise excluded from this definition of Company Material Adverse Effect), (vii) conditions generally affecting any of the industries in which the Company operate (or changes therein), except to the extent any such Effect does or would reasonably be expected to disproportionately and adversely impact the Company relative to other companies in the same industries in which the Company operates (in which case, solely such disproportionate impact may be taken into account), (viii) the taking by the Company of any action expressly required by this Agreement, and (ix) the announcement of Buyer’s plans or intentions with respect to the conduct of the business (or any portion thereof) of the Company (other than to the extent the Company or the Sellers’ Representative has consented to any such announcements).

“Company Operating Agreement” means the Second Amended and Restated Operating Agreement of the Company, dated as of November 14, 2024 (as amended).

“Company Products” means all products and services offered, owned, developed, manufactured, marketed, advertised, promoted, licensed, sold, imported, exported, performed, distributed or otherwise made available by the Company, including any product or service under development by the Company.

“Company Transaction Expenses” means, without duplication, the aggregate amount of all fees, costs and expenses incurred by or on behalf of the Company (and payable by the Company) arising from, incurred in connection with or related to the negotiation, preparation, execution and performance of this Agreement and the Transactions and any similar or alternative transactions (including transactions with other potential acquirers or investors and including any initial public offering, direct listing or “deSPAC” transaction), if any, in connection with the transactions leading hereto, including (i) third party fees, costs and expenses (including legal, accounting, broker’s, investment banker’s, consultant’s, advisor’s and finder’s fees, costs and expenses and amounts required to be paid to any third party in connection with obtaining any consent, waiver or approval required to be obtained in connection with the consummation of the Transactions) arising from, incurred in connection with or related to this Agreement or the Transactions (whether incurred or accrued prior to or after the Closing Date and whether or not such amounts have been invoiced as of or prior to the Closing Date); (ii) all bonuses, severance, incentive compensation, commissions, termination payments, tax gross-ups or other change in control or transaction-related payments or compensation paid or payable to any director on the Board of Managers, officer or employee of the Company or other third party in connection with the Merger or any of the other transactions contemplated by this Agreement, whether paid on or following the Closing Date and whether or not in connection with any other event, including any termination of service (other than severance, termination payments, or other similar compensation paid or payable to any officer or employee of the Company who is designated to be terminated by Buyer, excluding, for the avoidance of doubt, any officer or employee of the Company who receives but declines an offer of service or employment by Buyer on terms consistent with Section 6.04(b)); provided, that in no event shall “Company Transaction Expenses” include amounts owed as a result of actions taken after the Closing by Parent or Buyer; (iii) the employer portion of any payroll, social security, unemployment, employment or similar Taxes incurred or to be incurred by Parent or any of its Subsidiaries or the Company arising from, incurred in connection with or related to this Agreement or the Merger (including, for clarity, any such Taxes arising from or incurred in connection with or related to any of the foregoing in clause (ii) and assuming that all such payments are made at Closing without regard to any wage base limitations on such taxes); (iv) any fees, costs or expenses payable by the Company to the Sellers’ Representative after the Closing; (v) costs, fees and expenses related to the purchase of the D&O Tail Policy; and (vi) 50% of any fees, costs, expenses or payments payable to the Escrow Agent. Notwithstanding anything to the contrary contained herein, in no event shall “Company Transaction Expenses” include any (i) fees referred to in or connection with Section 7.02, (ii) amounts to the extent taken into account in the calculation of Closing Indebtedness or Closing Working Capital, (iii) any of the costs, fees and expenses of the RWI Policy, and (iv) any of the costs, fees or expenses in connection with, arising out of or related to the Debt Financing (except as otherwise provided in this Agreement).

“Company Unitholder” means any holder of Company Units.

“Company Units” means, collectively, the Founder Units, the Series Seed-1 Units, the Series Seed-2 Units, the Profits Interests, and the Series A Units.

“Company Websites” means the Company’s ecommerce site (https://www.rhodeskin.com/) and any other Company-owned or managed publicly facing website or online platform, including in each case any predecessors thereto.

“Consent” means any approval, consent, ratification, permission, waiver or authorization (including any Permit).

“Consumer Protection, Privacy and Information Security Laws” means all Applicable Laws and any legally binding guidelines, guidance and standards concerning (i) the privacy, security and Processing of Personal Data (including any Applicable Laws of jurisdictions where the Personal Data was collected or is otherwise Processed) and other applicable consumer protection laws, and all regulations promulgated thereunder; (ii) unfair competition and deceptive trade practices; (iii) data breach notification; (iv) requirements for website and mobile application privacy policies and practices; (v) data or web scraping; (vi) online safety; (vii) wiretapping, the interception of electronic communications or the tracking or monitoring of online activity; (viii) advertising or marketing; (ix) email, text message or telephone communications; or (x) the Processing and security of payment card information (including the PCI DSS), in each case as amended and together with any subordinate or related legislation made under any of the foregoing.

“Continuing Service Providers” means each employee or individual serving as an independent contractor of or consultant to the Company immediately prior to the Closing who, immediately following the Closing, is employed by, or is otherwise contracted to provide services to, Parent, Buyer or any of their respective Affiliates (including the Company).

“Contract” means any contract, agreement, indenture, note, bond, loan, license, instrument, lease, commitment, plan or other arrangement, whether oral or written.

“Damages” include any loss, damage, injury, diminution in value, liability, claim, demand, settlement, judgment, award, fine, penalty, Tax, fee (including reasonable attorneys’ fees), charge, cost (including costs of investigation and design-around costs) or expense of any nature.

“Debt Financing Sources” means, in their respective capacities as such, the lenders, agents and arrangers of any Debt Financing, together with Affiliates and Representatives of the foregoing as well the successors and permitted assigns of the foregoing, including any successors or permitted assigns via joinder agreements or credit agreements relating thereto.

“Environmental Laws” means any Applicable Law or any agreement with any Governmental Authority or other Person, relating to human health and safety, the environment or to Hazardous Substances.

“Environmental Permits” means all permits, licenses, franchises, certificates, approvals and other similar authorizations of Governmental Authorities relating to or required by Environmental Laws and affecting, or relating in any way to, the business of the Company as currently conducted.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” of any entity means any other entity which, together with such entity, would be treated as a single employer under Section 414 of the Code.

“Excluded Assets” means the assets set forth on Schedule 1.01(c).

“Founder Units” means those Units designated as Founder Units in the Company Operating Agreement.

“Fraud” means actual and intentional fraud under Delaware law with respect to the making of the representations and warranties expressly set forth in Article 3, Article 4, and Article 5. For the avoidance of doubt, (x) “Fraud” does not include any claim for fraud based on negligence or recklessness or equitable fraud, promissory fraud or constructive fraud and (y) with respect to any Person, Fraud shall be deemed to exist only if committed by such Person or if such Person participates in such Fraud.

“GAAP” means generally accepted accounting principles in the United States, applied on a consistent basis with respect to the periods involved.

“Government Official” means any officer or employee of any Governmental Authority or any department, agency or instrumentality thereof, including state-owned and partially state-owned entities, or of a public organization or political party (including candidates for political office) or any person acting in an official capacity for or on behalf of any such Governmental Authority, department, agency, organization, political party or public organization.

“Governmental Authority” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, national, multinational, supranational, state, local, municipal, foreign or other government or quasi-governmental body authority of any nature (including any supranational organization, governmental division, department, bureau, agency, commission, instrumentality, official, organization, unit, body or Person and any court or other tribunal or arbitral or judicial body (including any grand jury)); (iii) arbitrator; or (iv) Person to whom a Governmental Authority has assigned or delegated any authority or oversight responsibilities, in each case whether domestic, foreign, multinational or supranational.

“Hazardous Substances” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics, including petroleum, its derivatives, by-products and other hydrocarbons, and any substance, waste or material regulated under any Environmental Law.

“HRBeauty Team” means HRBeauty Team LLC, a Delaware limited liability company.

“Income Tax” shall mean any Tax imposed or determined with reference to gross or net income, gross receipts or profits payable under any Applicable Law to any Governmental Authority, and any Tax imposed in lieu of the foregoing (including any withholding Tax), in each case regardless of how denominated. For the avoidance of doubt, Income Taxes shall include nonresident withholding Taxes imposed by any U.S. state or local jurisdiction.

“Indebtedness” means, without duplication, any liability of a Person for any amount owed (including (i) unpaid interest, (ii) premium thereon, (iii) any prepayment penalties, breakage costs, fees, expenses or similar charges arising as a result of the discharge of any such liability, and (iv) any payments or premiums attributable to, or which arise as a result of, a change of control of such Person or any Affiliate of such Person) in respect of (A) borrowed money owed to any Person (whether or not represented by bonds, debentures, notes or other similar instruments (whether or not convertible into any other security) or arising under indentures), (B) obligations evidenced by bonds, debentures, notes or other similar instruments (whether or not convertible into any other security) or arising under indentures, (C) lease obligations required under GAAP to be accounted for on the balance sheet of such Person as finance leases; provided, however, for the avoidance of doubt, any lease obligations classified as operating leases in the balance sheet of such Person will be excluded from Indebtedness, (D) obligations for the reimbursement of any obligor for amounts drawn on any letter of credit, banker’s acceptance or similar transaction, (E) obligations for the deferred purchase price of property or services, including milestone payments and other types of earnouts or contingent payments due for the acquisition of capital stock or assets of another Person, but excluding any such obligation to the extent there is Restricted Cash being held in escrow exclusively for purposes of satisfying such obligations, (F) any obligations for unfunded liabilities relating to any employee benefit plan, pension plan or similar arrangement, including retirement indemnities, termination indemnities, and seniority premiums, (G) obligations under any financial hedging or swap agreement, or any other similar agreement or arrangement entered into for the purpose of limiting or managing interest rate, currency or other financial risks, (H) obligations secured by any Lien existing on property owned by such Person, whether or not indebtedness secured thereby will have been assumed, (I) obligations for repayment of funds paid under grants or subsidies from a Governmental Authority, (J) trade accounts, accrued expenses and other payables more than 60 days overdue, (K) all accrued but unpaid severance, vacation or other paid time off, payments in lieu of notice or similar payments, commissions, or other notice or termination payment obligations (including the employer portion of any applicable payroll, social security, unemployment or similar Taxes) incurred with respect to terminations that occurred prior to the Closing Date (assuming all such payments are made at Closing without regard to any wage base limitations on such Taxes), (L) Pre-Closing Income Taxes and Pre-Closing Other Taxes, (M) any settlements or similar out-of-court or pre-litigation arrangement relating to any Proceeding for which there are outstanding obligations of the Company in an amount in excess of $10,000, (N) all declared and unpaid dividends or distributions, or other amounts owed to any Company Unitholders or Affiliates of any Company Unitholder (but only to the extent payable by the Company after Closing), and (O) any liability of the type described in clauses (A) through (N) guaranteed by such Person, that is recourse to such Person or any of its assets or that is otherwise its legal liability or that is secured in whole or in part by the assets of such Person; provided, however, that notwithstanding the foregoing, Indebtedness shall not include (x) any obligations under any performance bond or letter of credit to the extent undrawn or uncalled; (y) any Indebtedness incurred by Buyer or any of their Affiliates (and subsequently assumed by the Company) under the Debt Commitment Letters on the Closing Date; or (z) any amounts to the extent captured in Closing Working Capital or Unpaid Company Transaction Expenses.

“Intellectual Property Rights” means all intellectual property rights, whether registered or unregistered, which may exist or be created under the laws of any jurisdiction in the world, including any of the following: (i) works of authorship (whether or not copyrightable), copyrights, design rights, and moral rights; (ii) trademarks, service marks, trade names, service names, any other brand elements (including brand names and product names), trade dress, logos, slogans, hash tags, social media pages, domain names, and other indicia of source, whether or not registrable as a trademark in any given jurisdiction, including all goodwill associated with the foregoing (collectively, “Trademarks”); (iii) rights in trade secrets, know-how, discoveries, improvements, ideas, processes, techniques, protocols, methods, recipes, formulations, invention disclosures, specifications, packaging designs, research and development information, technical data and manuals, and any other confidential and proprietary information (including any business plans, technical data, user or customer data, financial information, pricing and cost information or other similar information) (collectively, “Proprietary Information”); (iv) patents, including utility models, industrial designs and design patents, patent applications (and any patents that issue as a result of those patent applications), together with any renewals, reissues, reexaminations, extensions, continuations, continuations-in-part, revisions, divisions and substitutions thereof, and any counterparts worldwide claiming priority therefrom, and inventions and all improvements thereto (whether or not patentable or reduced to practice); (v) rights in databases, data compilations and data collections (including knowledge databases, user lists and user databases); (vi) any other proprietary rights now known or hereafter recognized in any jurisdiction worldwide, including such rights in Technology; and (vii) all past, present and future claims and causes of action arising out of or related to infringement, misappropriation, or any other violation of any of the foregoing.

“Inventory” means all raw materials, work-in-process, products, finished goods, supplies, spare parts and other inventories regardless of the stage of development or planning, including all such items (i) owned by the Company, (ii) in transit from suppliers of the Company or to customers of the Company, (iii) held for delivery by suppliers of the business of the Company, or (iv) held on consignment by third parties.

“IRS” means the United States Internal Revenue Service.

“Knowledge” means, with respect to the Company, the actual knowledge of each of Hailey Rhode Bieber, Nikolaos Vlahos, Robert Connell, Lauren Ratner, Michael Ratner and Sue Collins, and the knowledge that each of such individuals would have obtained after reasonable inquiry of their direct reports with operational responsibility for the fact or matter in question; with respect to any Seller, the actual knowledge of the officers, directors, and trustees, as applicable, of such Seller; and, with respect to Parent or Buyer, the actual knowledge of the officers of Parent and Buyer.

“Lien” means any mortgage, lien, pledge, charge, security interest, encumbrance, claim, option, right of first refusal, preemptive right, exclusive license, community property interest or restriction of any nature (including any restriction on the voting of any security or restriction on the transfer, use or ownership of any security or other asset). For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

“Non-Disclosure Agreement” means the Non-Disclosure Agreement, dated November 4, 2024, by and between the Company and Parent.

“NYSE” means the New York Stock Exchange.

“Order” means any order, writ, injunction, judgment, decision, ruling, decree, award, determination or stipulation issued, promulgated or entered by, or any settlement or other agreement under the jurisdiction of, any court, arbitrator, mediator or other Governmental Authority or tribunal.

“Organizational Document” means, with respect to any Person that is not a natural person, such Person’s charter, certificate or articles of incorporation, association or formation, bylaws, memorandum and articles of association, operating agreement, limited liability company agreement, partnership agreement, limited partnership agreement, limited liability partnership agreement or other constituent or organizational documents of such Person.

“Parent Stock” shall mean the common stock, par value $0.01 per share, of Parent.

“Parent Stock Price” shall mean $77.1685, which represents the average of the daily volume-weighted average sales price per share of Parent Stock on the NYSE, as such daily volume-weighted average sales price per share is reported by Bloomberg L.P., calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours, for each of the ten (10) consecutive trading days ending on and including the third trading day immediately preceding the date on which this Agreement is executed.

“Permitted Liens” means (i) Liens disclosed on the Balance Sheet; (ii) statutory Liens for current Taxes that are not yet due and payable (or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP); (iii) warehousepersons’ mechanics’, materialmen’s, carriers’, repairers’ and similar statutory Liens that are not yet due or that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iv) Liens incurred or deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension programs mandated under Applicable Laws or other social security regulations; (v) imperfections in title, charges, easements, rights of way (whether recorded or unrecorded), restrictions, declarations, covenants, conditions, defects, exceptions, encumbrances and other similar matters that affect title to the property or assets of the Company but do not materially detract from the value or marketability of the property or asset to which they relate or materially impair the current use or operation of the property or asset to which they relate, (vi) statutory, common law or contractual Liens of a licensor, sublicensor, licensee, sublicensee, lessor, sublessor or other person in title under any real property license, lease or other agreement or in the real property being licensed, leased or occupied; (vii) zoning or building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon in each case that do not adversely affect in any material respect, individually or in the aggregate, the current use of the applicable facilities underlying the Real Property Leases; (viii) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (ix) matters disclosed by any existing title insurance policies or title reports made available to Buyer prior to the date hereof; (x) non-exclusive licenses granted under Company IP in the ordinary course of business in connection with the commercial sale of Company Products on a form previously provided to Buyer; and (xi) other Liens that do not materially impair the value or current or intended use of any property or assets of the Company.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Personal Data” means information or data in any form that is (i) reasonably capable, directly or indirectly, of being associated with, related to or linked to, or used to identify, describe, contact or locate an individual, device or household; or (ii) defined as “personal data,” “personal information,” “personally identifiable information,” “consumer health data” or any similar term under any Applicable Law.

“Pre-Closing Income Taxes” shall mean the amount of unpaid Income Taxes of the Company for any Pre-Closing Tax Period beginning on or after January 1, 2024 (which shall not be an amount less than zero with respect to each applicable jurisdiction and type of Tax); provided, that the amount of such Income Taxes shall be determined: (i) by disregarding any actions of or transactions effected by Buyer or its Affiliates outside the ordinary course of business on the Closing Date after the Closing not otherwise contemplated by this Agreement or any related agreement; (ii) by excluding any accruals or reserves established or required to be established for contingent Income Taxes or with respect to uncertain tax positions; (iii) by excluding any deferred Tax assets and liabilities; (iv) by taking into account any (A) estimated payments of such Income Taxes with respect to such Pre-Closing Tax Period and (B) deductions allowable for Income Tax purposes under Applicable Law at a “more likely than not” or higher standard in such Pre-Closing Tax Period with respect to (1) any amounts included in Unpaid Company Transaction Expenses, including, for this purpose, amounts that would have been Unpaid Company Transaction Expenses but for their payment prior to the Closing Date or (2) other fees, cost or expenses of the Company to the extent included in Closing Indebtedness or Closing Working Capital, in each case to the extent such estimated payments, overpayments and deductions would actually reduce the amount of Pre-Closing Income Taxes that would otherwise be payable; (v) except as provided in clause (vi) hereof, in accordance with the accounting methodologies and the past practices (including reporting positions, elections and accounting methods) of the Company in preparing its Tax Returns in respect of Income Taxes to the extent consistent with Applicable Law at a “more likely than not” or higher standard and (vi) in accordance with Section 8.11 to the extent applicable. In the case of any Straddle Period, Pre-Closing Income Taxes shall include any amount of Income Taxes allocable to the portion of the Straddle Period ending on and including the Closing Date as determined by applying the conventions set forth in Section 8.04.

“Pre-Closing Other Taxes” shall mean those liabilities set forth on Schedule IV in respect of Taxes.

“Pre-Closing Tax Period” means (i) any Tax period ending before or on (and including) the Closing Date and (ii) with respect to any Straddle Period, the portion of such period ending on (and including) the Closing Date.

“Pro Rata Share” means, with respect to any Seller, the percentage set forth opposite the name of such Seller on the Payment Schedule with respect to (i) Cash Consideration, (ii) Stock Consideration, and (iii) Additional Cash Consideration, as applicable. For the avoidance of doubt, the Pro Rata Shares of all Sellers in the aggregate will equal 100%.

“Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, any court or other Governmental Authority or any arbitrator or arbitration panel.

“Processing” (and its cognates) means the collection, use, storage, processing, accessing, recording, distribution, transfer, protection (including security measures), de-identification, disposal, disclosure or other activity, in each case, regarding data (whether electronically or in other form or medium).

“Product Liabilities” means any liabilities proximately caused by a failure to warn or any defect or deficiency in design, engineering, assembly or production, with respect to any Company Product, and which involve the destruction of property, personal injury or death, or the failure to perform in accordance with specifications.

“Profits Interest” means a unit of interest in the Company issued in the form of a “profits interest,” including any Founder Profits Interest Units and Profits Interest Units (each as defined in the Company Operating Agreement), issued with a Threshold Value as provided in the Company Operating Agreement.

“Profits Interest Agreement” means a Contract granting a Profits Interest or Team Class P Unit.

“Registered IP” means all Intellectual Property Rights that are registered, filed, or issued under the authority of any Governmental Authority or domain name registrar, including all issued patents, registered copyrights, registered Trademarks and domain names, and all applications for any of the foregoing.

“Registrable Securities” means the shares of Parent Stock issued in connection with the Closing pursuant to this Agreement as part of the Stock Consideration; provided, however, that shares of Parent Stock shall cease to be Registrable Securities hereunder if and when (i) such Registrable Securities have been sold, transferred or otherwise disposed of pursuant to an effective registration statement registering such Registrable Securities (or the resale thereof) under the Securities Act, (ii) such Registrable Securities have been sold, transferred or otherwise disposed of pursuant to Rule 144 of the Securities Act (“Rule 144”) or (iii) the date when all Registrable Securities covered by the Registration Statement first become eligible for sale pursuant to Rule 144 without volume limitation.

“Representatives” means a Person’s officers, directors, employees, agents, attorneys, accountants, advisors and other authorized representatives.

“Required Information” means the Financial Statements.

“Restricted Cash” means any cash which is not freely usable by the Company because it is subject to restrictions or limitations on use or distribution by Applicable Law, Contract or otherwise, including restrictions on dividends and repatriations or any other form of restriction.

“RWI Policy” shall mean the representations and warranties insurance policy that shall be obtained by Buyer in connection with this Agreement and the Transactions.

“Sanctioned Country” means at any time, a country or territory which is itself the subject or target of any comprehensive country- or territory-wide Sanctions (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic).

“Sanctioned Person” means (i) any Person identified in any Sanctions-related list of designated Persons maintained by maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union or the United Kingdom, (ii) any Person operating, organized, or resident in, a Sanctioned Country, (iii) the government of a Sanctioned Country or the Government of Venezuela, or (iv) any Person or Persons (individually or in the aggregate) 50 percent or greater directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a Person or Persons described in clauses (i) - (iii).

“Sanctions” means all Applicable Laws relating to trade, economic and financial sanctions administered, enacted or enforced by the United States (including, without limitation, OFAC and the U.S. Department of State), the European Union, any European Union Member State, the United Nations Security Council, or the United Kingdom.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Incident” means unauthorized intrusions, breaches or incidents involving the security, confidentiality, integrity or availability of any of the IT Systems or any unauthorized access of any Personal Data or other information stored or contained therein or that has resulted in the destruction, damage, loss, corruption or alteration of any such Personal Data including any: (i) unauthorized, accidental or unlawful Processing of any such data; (ii) unauthorized, unlawful or accidental access to the Company’s applications or IT Systems; or (iii) occurrence that constitutes a “data breach,” “security breach,” “personal data breach,” “security incident,” “cybersecurity incident” or any similar term under any Applicable Law.

“Seller Confidential Information” means all non-public information relating to each Seller or any of their respective Affiliates (which shall not include the Company) made available to Parent, Buyer or any their respective Representatives in connection with the Transactions, including financials, pricing information, and information relating to partnerships, collaborations, projects and business plans of such Seller (but not, for the avoidance of doubt, of the Company or its business), and including any information that the Company has agreed to keep confidential, in each case, excluding any information relating to the Company or its business.

“Seller Fundamental Representations” means those representations and warranties set forth in Section 4.01, Section 4.02, Section 4.04(a), Section 4.05 and Section 4.09.

“Seller Related Party” shall mean (i) the Company (prior to the Closing) and the Sellers, (ii) any Persons that at any time prior to the Closing are or were direct or indirect stockholders, equityholders, controlling persons, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives or Affiliates of the Company or any Seller and (iii) any former, current or future direct or indirect stockholder, equityholder, controlling person, portfolio company, director, officer, employee, general or limited partner, member, manager, trustee, attorney, agent, representative or Affiliate of any of the Persons referred to in clause (i) and (ii) of this definition.

“Sellers” means the Persons listed on Exhibit A.

“Sellers’ Representative Expense Fund” means an amount of cash as set forth in the Payment Schedule.

“Series A Units” means those Units designated as Series A Units in the Company Operating Agreement.

“Series Seed-1 Units” means those Units designated as Series Seed-1 Units in the Company Operating Agreement.

“Series Seed-2 Units” means those Units designated as Series Seed-2 Units in the Company Operating Agreement.

“Software” means any and all computer programs, operating systems, applications systems, firmware or software code of any nature, and any derivations, updates, enhancements and customizations of any of the foregoing, and any related processes, know-how, APIs, user interfaces, command structures, and related documentation, operating procedures, methods, tools, developers’ kits, utilities, developers’ notes, technical manuals, user manuals and other documentation thereof, including comments and annotations related thereto, whether in machine-readable form, programming language or any other language or symbols and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature.

“Specified Accounting Principles” means the principles set forth on Schedule 1.01(b).

“Standard Software” means any non-customized Software that (i) is licensed solely in executable or object code form or as a hosted subscription service pursuant to a nonexclusive, license, and (ii) is generally available on standard “off-the-shelf” or “click-wrap” terms for either (A) annual payments by the Company of $75,000 or less or (B) aggregate payments by the Company of $150,000 or less.

“State Licensing Laws” means all Applicable Laws that may be enforced by any Governmental Authority of any state of the United States, relating to licensing or registration in connection with the sale or issuance of checks, drafts, money orders, travelers checks or other payment instruments, whether or not negotiable, or the transmission of funds by electronic or other means, or the sale or issuance of stored value cards or devices.

“Stock Consideration” shall mean 2,591,731 shares of Parent Stock.

“Straddle Period” means any period beginning before or on the Closing Date and ending after the Closing Date.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person.

“Target Working Capital” means $11,357,000.

“Tax” means any and all taxes, including any income, alternative or add-on minimum, gross income, gross receipts, sales, use, ad valorem, value added, goods and services, transfer, franchise, profits, license, registration, recording, documentary, conveyancing, gains, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit, custom duty, capital stock, escheat or other tax, governmental fee or other like assessment or charge, together with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority (United States (federal, state or local) or foreign), whether disputed or not.

“Tax Authority” means the IRS and any other Governmental Authority responsible for the imposition or the administration of any Taxes.

“Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes.

“Tax Return” means any return, report, declaration, claim for refund, information return or other document (including schedules thereto, other attachments thereto, amendments thereof, or any related or supporting information) filed or required to be filed with any Governmental Authority in connection with the determination, assessment or collection of any Tax, or the administration of any laws, regulations or administrative requirements relating to any Tax.

“Team Class O Unit” means an interest in HRBeauty Team designated as a Class O Unit.

“Team Class P Unit” means an interest in HRBeauty Team designated as a Class P Unit.

“Team Class P Units Pro Rata Share” means with respect to each holder of Team Class P Units, such holder’s percentage share of HRBeauty Team’s Pro Rata Share, as set forth opposite the name of such holder of Team Class P Units on the Payment Schedule. For the avoidance of doubt, the Pro Rata Shares of all holders of Team Class P Units will equal 100% of HRBeauty Team’s Pro Rata Share.

“Technology” means algorithms, methods, formulae, formulations, specifications, recipes, bills of material, compound processes, Software, websites, documentation and any tangible embodiments of Intellectual Property Rights.

“Threshold Value” shall have the same meaning as set forth in the Company Operating Agreement.

“Trade Controls” means (a) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered, or enforced by the U.S. government, including the Arms Export Control Act (22 U.S.C. § 1778), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701–1706), Section 999 of the Internal Revenue Code, the U.S. customs laws at Title 19 of the U.S. Code, the Export Control Reform Act of 2018 (50 U.S.C. §§ 4801-4861), the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), the Export Administration Regulations (15 C.F.R. Parts 730-774), the U.S. customs regulations at 19 C.F.R. Chapter 1, and the Foreign Trade Regulations (15 C.F.R. Part 30); and (b) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered or enforced by any other country, except to the extent inconsistent with U.S. law.

“Treasury Regulations” means the U.S. Treasury regulations promulgated under the Code.

“UK Seller” means RB1 Investments Limited, a private company limited by shares and organized under the laws of England and Wales.

“Units” shall have the same meaning as set forth in the Company Operating Agreement.

“Unpaid Company Transaction Expenses” means the amount of Company Transaction Expenses that have not been paid as of immediately prior to the Closing.

“Willful Breach” means a material breach of this Agreement that is a consequence of an act or failure to act undertaken by the breaching party with actual knowledge that such party’s act or failure to act would, or would reasonably be expected to, result in or constitute a material breach of this Agreement.

“Working Capital” means with respect to the Company, (i) current assets of the Company, minus (ii) current liabilities of the Company, all as calculated in accordance with the Specified Accounting Principles, but excluding Closing Cash, Closing Indebtedness, Unpaid Company Transaction Expenses, deferred Tax liabilities and Tax assets; provided, however, that notwithstanding the foregoing, for purposes of the definition of Working Capital, current liabilities shall not include any amounts to the extent captured in Closing Indebtedness.

(b)Each of the following terms is defined in the Section set forth opposite such term:

Section 1.02Definitional and Interpretative Provisions

. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(a)The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.

(b)All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.

(c)Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(d)Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.

(e)The use of the word “or” shall not be inclusive with respect to the words preceding or succeeding it (unless the context requires otherwise).

(f)The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns.

(g)Whenever the phrases “provided to Parent,” “made available to Parent,” “provided to Buyer,” “made available to Buyer” or words of similar import are used to refer to a document, it shall mean the document (i) was uploaded to and made available for viewing in the “Project One Data Room” electronic data room hosted in Intralinks by no later than 12:01 a.m. San Francisco, California time on the calendar day immediately preceding the date of this Agreement, (ii) was not changed or modified after such time and (iii) has remained available to Parent and, if applicable, its Representatives, through the date of this Agreement (it being understood that the Company shall instruct the data room vendor to keep the data room open through the Closing).

(h)A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation.

(i)Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. No prior draft of this Agreement or any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernible from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content).

(j)All amounts payable to any party under this Agreement shall be paid in U.S. Dollars.

Article 2.
DESCRIPTION OF THE TRANSACTION

Section 2.01The Merger; Effect of the Merger; Effective Time.

(a)Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall cease, and the Company will continue as the Surviving Company of the Merger.

(b)The Merger shall have the effects set forth in this Agreement and pursuant to Applicable Law.

(c)Concurrently with the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit I (the “Certificate of Merger”) and executed in accordance with the relevant provisions of the DLLCA, and shall make all other filings or recordings required under the DLLCA in order to consummate the Merger. The Merger shall become effective at the time the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such other date and time as are agreed by Buyer and the Company and specified in the Certificate of Merger (such date and time, the “Effective Time”).

Section 2.02Certificate of Formation and Limited Liability Company Agreement; Managers and Officers. Unless otherwise determined by Buyer and the Company prior to the Effective Time:

(a)at the Effective Time, (i) the certificate of formation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of formation of the Surviving Company, and (ii) the limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the limited liability company agreement of the Surviving Company (except that all references to “Glaze Merger Sub, LLC” shall be amended to references to “HRBeauty LLC”), in each case, until thereafter amended in accordance with Applicable Law;

(b)the managers of Merger Sub serving in such position immediately prior to the Effective Time shall become, as of the Effective Time, the managers of the Surviving Company after the consummation of the Merger, to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal; and

(c)the officers of Merger Sub serving in such positions immediately prior to the Effective Time shall become, as of the Effective Time, the officers of the Surviving Company after the consummation of the Merger, to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Section 2.03Effect on Company Units at the Effective Time.

(a)At the Effective Time, by virtue of the Merger and without any further action on the part of the parties or any other Person:

(i)subject to Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.11, Section 2.12 and the remainder of this Section 2.03, all Company Units that are issued and outstanding immediately prior to the Effective Time (other than any Company Unit that is held by the Company, Merger Sub, Buyer or Parent) shall be cancelled and automatically converted into the right to receive, in the aggregate: (A) the Stock Consideration, (B) the Closing Cash Consideration, (C) the right to receive the Adjustment Escrow Amount (to the extent released to the Sellers as provided in this Agreement and the Escrow Agreement), (D) the right to receive any Shortfall Consideration in cash (to the extent payable to the Sellers pursuant to Section 2.12(b)(vi)), (E) the right to receive the Sellers’ Representative Expense Fund (to the extent released to the Sellers as provided in this Agreement) and (F) the right to receive the additional cash consideration (the “Additional Cash Consideration”), if any, that may become payable by Buyer (if at all) upon the terms and subject to the satisfaction of the conditions set forth on Exhibit D (collectively, (A)-(F), the “Merger Consideration”), and such consideration shall be distributed amongst the Sellers in accordance with the Company Operating Agreement and based on the Pro Rata Share of each Seller as set forth in the Payment Schedule;

(ii)each Company Unit held by the Company, Merger Sub, Buyer or Parent or any direct or indirect wholly owned subsidiary of Parent or Buyer immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof; and

(iii)each limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding as a limited liability company interest of the Surviving Company.

(b)Notwithstanding the foregoing, at the Closing, each Profits Interest that is outstanding and unvested as of immediately prior to the Closing, if any, will be automatically cancelled without payment of any consideration therefor, and all rights with respect to such unvested Profits Interest shall terminate as of the Closing; provided, however, that any unvested Profits Interest (and the related Team Class P Unit) that, pursuant to the terms of the applicable award agreement by and between the Company (or HRBeauty Team, as applicable) and holder thereof, will immediately vest prior to the consummation of the Transactions shall vest in accordance with the terms of the applicable award agreement and shall not be considered an unvested Profits Interest that will be cancelled pursuant to this Section 2.03(b).

(c)Notwithstanding anything to the contrary set forth in this Agreement, Parent shall have the right to substitute cash for shares of Parent Stock (based on the Parent Stock Price) in the event Parent determines in its reasonable discretion that it has not received evidence reasonably satisfactory to it that a Seller (or any holder of Team Class P Units) is (or remains) an Accredited Investor; provided, that, for the avoidance of doubt, such substitution shall not reduce the amount of cash any other Seller (or any holder of Team Class P Units) shall receive and the Stock Consideration of the applicable Seller(s) shall be reduced accordingly.

Section 2.04Closing. The consummation of the Transactions (the “Closing”) shall take place electronically by exchange of PDF copies of documents (i) on the third Business Day after the satisfaction or waiver of the last of the conditions set forth in Article 9 to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at Closing), or (ii) at such other time, date and location as the parties hereto agree in writing; provided, however, that in no event shall the Closing take place (x) during the last two weeks of any fiscal quarter of Parent, in which case the Closing shall instead occur on the first Business Day following the last date of such Parent fiscal quarter (subject to the satisfaction or waiver of the conditions set forth in Article 9 as of such date) or (y) prior to the date that is thirty (30) days after the date of this Agreement, unless otherwise agreed in writing by Buyer. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.”

Section 2.05No Fractional Shares. The number of shares of Parent Stock to which a Seller is entitled pursuant to this Article 2 will be rounded down to the nearest whole number of shares of Parent Stock (the amount of a fractional share of Parent Stock by which a Seller’s entitlement is rounded down, the “Reduced Parent Stock”) and Buyer shall pay each Seller an additional amount in cash equal to the value of such Seller’s Reduced Parent Stock, if any, calculated at the Parent Stock Price.

Notwithstanding anything to the contrary in this Agreement, no fractional shares of Parent Stock will be issued, and if, after aggregating all shares of Parent Stock (including fractional shares) that would be issued hereunder to a Seller, such aggregate number of shares of Parent Stock includes a fraction of a share of Parent Stock, no certificates or scrip for any such fractional shares will be issued hereunder.

Section 2.06Equitable Adjustments. If at any time during the period between the date of this Agreement and the Closing, any change in the outstanding shares of Parent Stock occurs by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Stock Consideration and any number or amount contained in this Agreement which is based on the price of Parent Stock or the number of shares of Parent Stock will be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or stock dividend thereon.

Section 2.07Exchange Mechanics.

(a)Paying Agent. Prior to the Closing, Buyer shall appoint U.S. Bank National Association or another Person selected by Buyer that is reasonably acceptable to the Sellers’ Representative as agent (the “Paying Agent”) for the purpose of exchanging the consideration payable to the Sellers pursuant to this Agreement. All costs and expenses of the Paying Agent shall be borne by Buyer.

(b)Exchange Procedures.

(i)At the Effective Time, holders of Company Units and original physical certificates representing Company Units that were outstanding immediately prior to the Effective Time (a “Company Unit Certificate”) shall cease to have any rights as equityholders of the Company, and the transfer books of the Company shall be closed with respect to all Company Units outstanding immediately prior to the Effective Time. The applicable portion of the Merger Consideration paid or payable following the Effective Time in accordance with this Agreement shall be paid or payable in full satisfaction of all rights pertaining to the Merger, and no further transfer of any such Company Units shall be made on such transfer books after the Effective Time. If, after the Effective Time, a valid Company Unit Certificate is presented to the Surviving Company, Buyer or Parent in accordance with this Section 2.07, such Company Unit Certificate shall be canceled and shall be exchanged as provided in this Section 2.07.

(ii)No later than ten (10) Business Days prior the Closing, Buyer shall cause the Paying Agent to send to each Seller and each holder of Team Class P Units at the email addresses provided to Buyer by the Company for each such Seller and holder of Class P Units no later than two (2) Business Days prior to such distribution a letter of transmittal (in a customary form reasonably acceptable to Buyer and the Sellers’ Representative, which, for the avoidance of doubt, shall contain an acknowledgment that such Seller agrees to be bound by the operative provisions applicable to a Seller under this Agreement) (a “Letter of Transmittal”) with instructions for use in surrendering Company Unit Certificates for cancellation in exchange for the consideration payable in accordance with Section 2.03. Each Seller and holder of Team Class P Units will be required to (A) deliver a properly completed and validly executed Letter of Transmittal, Investor Questionnaire and, in the case of a holder of Team Class P Units, a Profits Interest Acknowledgment and (B) surrender any Company Unit Certificate(s) representing such Seller’s Company Units, in each case, to the Paying Agent, in order to receive such Seller’s applicable portion of the Merger Consideration in accordance with Section 2.03. Upon delivery of a Letter of Transmittal, an Investor Questionnaire and a Profits Interest Acknowledgment (if applicable), each duly completed and validly executed in accordance with the instructions thereto, and the surrender of any Company Unit Certificate(s) representing a Seller’s Company Units (if applicable) (or delivery of a Lost Certificate Indemnity in lieu thereof), in each case, to the Paying Agent, such Seller (or holder of Team Class P Units, as applicable) shall be entitled to receive the consideration due to such Seller (or holder of Team Class P Units, as applicable) in accordance with the Payment Schedule.

Following the Closing, the Paying Agent shall make (and Buyer shall cause the Paying Agent to make) the payments described in the preceding sentence to each Seller (or holder of Team Class P Units, as applicable) in the method designated by such Seller (or holder of Team Class P Units, as applicable) in the Letter of Transmittal promptly following receipt of the Payment Schedule and delivery of the Letter of Transmittal, the Investor Questionnaire and the Profits Interest Acknowledgment (if applicable), each duly completely and validly executed in accordance with the instructions thereto and the surrender of any applicable Company Unit Certificate(s) (if applicable) (or the delivery of a Lost Certificate Indemnity in lieu thereof) (which, if all received at least five (5) Business Days prior to the Closing Date, shall be paid on the Closing Date). If any Company Unit Certificate shall have been lost, stolen or destroyed, the owner of such lost, stolen or destroyed Company Unit Certificate shall provide an appropriate affidavit and indemnification agreement as indemnity against any claim that may be made against Parent, Buyer or the Surviving Company with respect to such Company Unit Certificate (a “Lost Certificate Indemnity”) as a condition to payment.

(c)Closing Payments.

(i)At the Closing, Buyer shall deliver (or cause to be delivered) to the Paying Agent the Closing Cash Consideration by wire transfer of immediately available funds to the account designated in the Payment Schedule for such purpose such that the Paying Agent can make the payments pursuant to Section 2.07(b) on the Closing Date (subject to timely receipt of the required documentation in accordance with Section 2.07(b)).

(ii)At the Closing, Buyer shall deliver (or cause to be delivered) to the Paying Agent, such that the Paying Agent can make payment to the Escrow Agent, an amount equal to the Adjustment Escrow Amount by wire transfer of immediately available funds to the account designated by the Escrow Agent (the “Adjustment Escrow Account”).

(iii)At the Closing, Buyer shall deliver (or cause to be delivered) to the Paying Agent, such that the Paying Agent can make payment to the Sellers’ Representative, the Sellers’ Representative Expense Fund, by wire transfer of immediately available funds to the account designated in the Payment Schedule for such purpose.

(iv)At the Closing, Buyer shall deliver (or cause to be delivered) to the Paying Agent, such that the Paying Agent can make on behalf of the Company payment of all amounts required to be paid under (A) the Payoff Letters delivered pursuant to Section 6.07 in order to fully discharge the Covered Indebtedness thereunder and (b) Invoices delivered pursuant to Section 6.07 in order to fully discharge the amounts owed to Persons thereunder, in each case, by wire transfer of immediately available funds to the account designated in such Payoff Letters and Invoices.

(v)As promptly as practicable after the Closing (but in any event on the Closing Date), upon the terms and subject to the conditions contained herein (including the execution and delivery by the Lock-Up Holders of a Lock-Up Agreement and delivery of Investor Questionnaires and duly completed letters of transmittal), Parent will instruct its transfer agent to cause the Stock Consideration to be accepted into The Depository Trust Company and to be issued (in uncertificated book-entry form) to each Seller that is an Accredited Investor in accordance with the instructions set forth in the Payment Schedule.

(vi)On the Closing Date, Buyer will initiate (or cause to be initiated) wire transfer(s) of immediately available funds to the account designated in the Payment Schedule for the payment set forth in the foregoing clause (i) such that the Paying Agent can make the payments pursuant to Section 2.07(b) on the Closing Date (subject to timely receipt of the required documentation in accordance with Section 2.07(b)). On the Closing Date, Buyer will initiate (or cause to be initiated) wire transfer(s) of immediately available funds to the Paying Agent for purposes of making each of the payments set forth in the foregoing clauses (ii)-(iv).

Section 2.08Withholding Rights. Each of Parent, Buyer, the Escrow Agent, the Paying Agent, and the Surviving Company shall be entitled to deduct and withhold from any consideration or other amount payable or otherwise deliverable to any Person pursuant to this Agreement such amounts as Parent, Buyer, the Escrow Agent, the Paying Agent or the Surviving Company, as the case may be, is required to deduct or withhold therefrom under the Code, or any Tax law, with respect to the making of such payment. Parent shall use commercially reasonable efforts to notify each Seller reasonably in advance of the Closing Date or the payment of any Additional Cash Consideration the amount of any withholding proposed to be made in respect thereof (other than the portion of any payments treated as imputed interest for tax purposes and any withholding resulting from the failure of such Seller to provide any document required to be provided under this Agreement) to such Seller in respect of such Seller’s Units and shall give such Seller a reasonable opportunity to provide any statements, forms or other documents to reduce or eliminate any such deduction or withholding and shall reasonably consider all such statements, forms or other documents when determining whether withholding is required pursuant to Applicable Law. To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom or to which such amounts would otherwise have been paid and shall be paid over to the appropriate Tax Authority in accordance with Applicable Law.

Section 2.09Rights not Transferable. The rights of the Sellers under this Agreement as of immediately prior to the Closing are personal to each such Seller and shall not be transferable for any reason, other than by operation of law, will or the laws of descent and distribution without action taken by or on behalf of such Seller. Any attempted transfer of such right by any holder thereof (other than as permitted by the immediately preceding sentence) shall be null and void. Notwithstanding the foregoing, HRBeauty Team (in its capacity as a Seller) hereby directs Buyer, solely for administrative convenience, to pay each holder of Team Class P Units its Team Class P Units Pro Rata Share of HRBeauty Team’s Pro Rata Share of Aggregate Consideration, including Stock Consideration, and of any Additional Cash Consideration as set forth in the Payment Schedule. It is acknowledged that any such payments shall be made solely at the direction of HRBeauty Team and that Sellers’ Representative and HRBeauty Team shall be responsible for satisfying all Tax reporting, withholding and other obligations in relation to any such payments and Buyer shall be required to make such payments to the holders of Team Class P Units, rather than to HRBeauty Team, only if Buyer is reasonably satisfied that Buyer shall not have any liability in respect of HRBeauty Team’s Tax obligations.

Section 2.10No Interest. Notwithstanding anything to the contrary herein, no interest shall accumulate on any cash payable in connection with the consummation of the Transactions.

Section 2.11Deductions for Escrow Amount and Sellers’ Representative Expense Fund.

(a)Escrow Amount. Notwithstanding anything to the contrary in this Agreement (but subject to the following sentence), an amount in cash equal to each Seller’s Pro Rata Share of the Adjustment Escrow Amount shall be deducted from the Cash Consideration otherwise payable to such Seller pursuant to this Agreement in respect of the Company Units owned by such Seller, as set forth in the Payment Schedule. Buyer shall deliver, or cause to be delivered, the Adjustment Escrow Amount to U.S. Bank National Association (the “Escrow Agent”) to hold in accordance with the terms of the escrow agreement to be executed at Closing by Buyer, the Escrow Agent and the Sellers’ Representative in a customary form mutually agreed by Buyer and the Sellers’ Representative (the “Escrow Agreement”).

(b)Sellers’ Representative Expense Fund. Notwithstanding anything to the contrary in this Agreement (but subject to the following sentence), an amount in cash equal to each Seller’s Pro Rata Share of the Sellers’ Representative Expense Fund shall be deducted from the portion of the Cash Consideration otherwise payable to such Seller pursuant to this Agreement in respect of the Company Units owned by such Seller, as set forth in the Payment Schedule and Buyer shall deliver or cause to be delivered an amount equal to such to the Sellers’ Representative for purposes of paying, or reimbursing the Sellers’ Representative for, the expenses incurred by the Sellers’ Representative in fulfilling its obligations under this Agreement and the Escrow Agreement.

Section 2.12Aggregate Consideration Adjustment.

(a)Pre-Closing Estimate. No later than five Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Estimated Closing Statement”), setting forth (x) the Company’s good-faith estimate of each of (i) Closing Cash (such estimate, “Estimated Closing Cash”), (ii) Closing Indebtedness (such estimate, “Estimated Closing Indebtedness”), (iii) Closing Working Capital (such estimate, “Estimated Closing Working Capital”), and (iv) Unpaid Company Transaction Expenses (such estimate, “Estimated Unpaid Company Transaction Expenses”) and (y) an estimated unaudited balance sheet of the Company as of immediately prior to the Closing, in each case, to be prepared in accordance with the Specified Accounting Principles. The Company shall deliver all reasonable backup materials and schedules and supporting calculations and documentation of such calculations concurrently with the delivery of such Estimated Closing Statement. The Company shall consider in good faith any comments to the Estimated Closing Statement received from Buyer prior to the Closing and the Estimated Closing Statement shall be in form and substance reasonably satisfactory to Buyer. The Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Working Capital and Estimated Unpaid Company Transaction Expenses set forth in the Estimated Closing Statement shall be used to determine the Aggregate Consideration for purposes of the calculations set forth in the Payment Schedule (the “Estimated Aggregate Consideration”).

(b)Post-Closing Adjustment.

(i)As promptly as practicable, but in no event later than 90 calendar days following the Closing Date, Buyer shall cause to be prepared in good faith and in accordance with the Specified Accounting Principles and delivered to the Sellers’ Representative a statement (the “Buyer Closing Statement”) setting forth Buyer’s calculation of each of (A) Closing Cash, (B) Closing Indebtedness, (C) Closing Working Capital, (D) Unpaid Company Transaction Expenses and (E) the Aggregate Consideration and attaching all reasonable backup materials and schedules and supporting calculations and documentation of such calculations; provided, that to the extent not set forth in the Buyer Closing Statement, Buyer shall be deemed to have accepted and agreed with the Company’s calculations of all other items and amounts contained in the Estimated Closing Statement and such shall be final, conclusive and binding on all of the parties for all purposes hereunder; provided, further, that in the event Buyer does not deliver the Buyer Closing Statement in accordance with the foregoing sentence, the Estimated Aggregate Consideration shall be deemed to be the final, conclusive and binding Aggregate Consideration on all of the parties for all purposes hereunder.

(ii)During the 30-day period commencing upon receipt by the Sellers’ Representative of the Buyer Closing Statement (the “Review Period”), Buyer shall provide the Sellers’ Representative and any accountants or advisors retained by the Sellers’ Representative with reasonable access to the books, records and other relevant documents of the Company and shall reasonably cooperate with the Sellers’ Representative and any accountants or advisors retained by the Sellers’ Representative in seeking to obtain work papers from Buyer pertaining to or used in connection with the preparation of the Buyer Closing Statement and, subject to any confidentiality, use and non-reliance commitments requested by the disclosing party, provide the Sellers’ Representative and any accountants or advisors retained by the Sellers’ Representative with copies thereof (as reasonably requested by the Sellers’ Representative), solely for the purposes of: (A) enabling the Sellers’ Representative and its accountants and advisors to calculate and to review Buyer’s calculations set forth in the Buyer Closing Statement; and (B) identifying any dispute related to the calculations set forth in the Buyer Closing Statement.

(iii)If the Sellers’ Representative disputes the calculation of Closing Cash, Closing Indebtedness, Closing Working Capital, Unpaid Company Transaction Expenses or the Aggregate Consideration set forth in the Buyer Closing Statement, then the Sellers’ Representative shall deliver a written notice (an “Adjustment Dispute Notice”) to Buyer prior to the expiration of the Review Period. The Adjustment Dispute Notice shall set forth, in reasonable detail, the basis for the dispute of such calculation and the Sellers’ Representative’s calculations of such amounts so disputed.

(iv)If the Sellers’ Representative does not deliver an Adjustment Dispute Notice to Buyer prior to the expiration of the Review Period, Buyer’s calculations of each of Closing Cash, Closing Indebtedness, Closing Working Capital, Unpaid Company Transaction Expenses and the Aggregate Consideration shall be deemed final and binding on Buyer, the Sellers’ Representative and the Sellers for all purposes of this Agreement.

(v)If the Sellers’ Representative delivers an Adjustment Dispute Notice to Buyer prior to the expiration of the Review Period with respect to Buyer’s calculation of Closing Cash, Closing Indebtedness, Closing Working Capital, Unpaid Company Transaction Expenses or the Aggregate Consideration, then the Sellers’ Representative and Buyer shall meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the computation of such disputed items for a period of 30 calendar days after the end of the Review Period, and use reasonable efforts to resolve by written agreement (the “Agreed Adjustments”) any differences as to such disputed items. In the event Buyer and the Sellers’ Representative so resolve any such differences, Buyer’s calculations set forth in the Buyer Closing Statement, as adjusted by the Agreed Adjustments, shall be final and binding for purposes of this Agreement. If the Sellers’ Representative and Buyer are unable to reach agreement on any disputed item within such 30 calendar day period, then either the Sellers’ Representative or Buyer may submit the objections to a nationally recognized independent accounting firm mutually agreed upon by Buyer and the Sellers’ Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 30th day. In resolving any disputed item, the Designated Accounting Firm (i) shall determine the Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses and the Closing Working Capital in accordance with the respective definitions thereof, (ii) shall limit its review to matters still in dispute as specifically set forth in the Adjustment Dispute Notice (and only to the extent such matters are still in dispute) and (iii) shall act as an expert and not as an arbitrator. The Designated Accounting Firm shall be directed by Buyer and the Sellers’ Representative to resolve the unresolved objections as promptly as reasonably practicable in accordance with the Specified Accounting Principles, and, in any event, within 45 calendar days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to the Sellers’ Representative, Buyer and the Escrow Agent. In connection with the resolution of any such dispute by the Designated Accounting Firm, each of Buyer, the Sellers’ Representative and their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of Closing Cash, Closing Indebtedness, Closing Working Capital, Unpaid Company Transaction Expenses or the Aggregate Consideration. The determination of Closing Cash, Closing Indebtedness, Closing Working Capital, Unpaid Company Transaction Expenses or the Aggregate Consideration (as applicable) made by the Designated Accounting Firm shall be final and binding on Buyer, the Sellers’ Representative and the Sellers for all purposes of this Agreement, absent manifest error. In calculating Closing Cash, Closing Indebtedness, Closing Working Capital, Unpaid Company Transaction Expenses and the Aggregate Consideration (as applicable), the Designated Accounting Firm shall be limited to addressing only the particular disputes referred to in the Adjustment Dispute Notice. The Expert Calculations (A) shall reflect in detail the differences, if any, between the disputed items reflected in the Adjustment Dispute Notice and the disputed items set forth in the Buyer Closing Statement, and (B) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Buyer or the Sellers’ Representative, as the case may be, and no lower than the lower amount calculated by Buyer or the Sellers’ Representative, as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Buyer and the Sellers’ Representative (on behalf of the Sellers from the Sellers’ Representative Expense Fund) in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by Buyer and the Sellers’ Representative, respectively), as determined by the Designated Accounting Firm.

(vi)If the Aggregate Consideration, as finally determined in accordance with this Section 2.12, is less than the Estimated Aggregate Consideration (the amount by which the Estimated Aggregate Consideration is greater than the Aggregate Consideration, as finally determined in accordance with this Section 2.12, the “Excess Consideration”), then Buyer and the Sellers’ Representative shall promptly (and in any event within five Business Days) direct the Escrow Agent to disburse to Buyer from the Adjustment Escrow Amount an amount equal to such Excess Consideration, and all amounts remaining in the Adjustment Escrow Account shall be disbursed to the Sellers in accordance with their respective Pro Rata Shares; provided, that, for the avoidance of doubt, Buyer’s sole recourse for any Excess Consideration shall be limited to the Adjustment Escrow Amount and in no event shall any Seller be required to pay any Excess Consideration and Buyer shall have no claim against any Seller for such. If the Aggregate Consideration, as finally determined in accordance with this Section 2.12, is equal to or greater than the Estimated Aggregate Consideration (the amount by which the Estimated Aggregate Consideration is less than the Aggregate Consideration, as finally determined in accordance with this Section 2.12, the “Shortfall Consideration”), then Buyer shall (A) promptly (and in any event within five Business Days) pay, or cause to be paid, an amount in cash equal to such Shortfall Consideration, if any and (B) Buyer and the Sellers’ Representative shall promptly (and in any event within five Business Days) instruct the Escrow Agent to disburse the full Adjustment Escrow Amount to the Sellers based on their Pro Rata Shares (in accordance with the written instructions provided by the Sellers’ Representative to Buyer); provided, that in no event shall Parent, Buyer or Merger Sub be required to pay any Shortfall Consideration in excess of $5,000,000. If the Aggregate Consideration, as finally determined in accordance with this Section 2.12, equals the Estimated Aggregate Consideration, then no disbursement shall be made to any party.

Article 3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to Section 12.06, except as set forth in the Company Disclosure Schedule, as of the date hereof and as of the Closing Date, the Company hereby represents and warrants to Parent, Buyer and Merger Sub:

Section 3.01Organization, Existence and Power.

(a)The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all limited liability company powers required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction where such qualification is necessary, except to the extent the failure to be qualified, licensed or registered would not, in the aggregate, be material to the Company taken as a whole.

(b)Other than its ownership interest in HRBeauty Team, the Company has never owned, directly or indirectly, any securities of or interest in any other corporation, limited liability company, partnership, joint venture association or other business entity. The Company has not agreed or is not obligated to make any future investment in or capital contribution to any other Person.

(c)The Company has made available to Buyer accurate and complete copies of (i) its Organizational Documents, including all amendments and/or restatements thereto; (ii) the equity records of the Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the equityholders of the Company (related to the Company), the Company’s Board of Managers and all committees thereof. The Company is in compliance in all respects with respect to its Organizational Documents. The Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the unitholders of the Company, the Company’s Board of Managers or any committees thereof.

Section 3.02Authorization.

(a)The Company has all requisite rights, power and authority to enter into and to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Company. This Agreement has been, and each Ancillary Agreement to which the Company is a party will be at or prior to the Closing, duly and validly executed and delivered by the Company.

This Agreement and each Ancillary Agreement to which the Company is a party constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)The Company’s Board of Managers has (i) determined that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company’s equityholders, (ii) approved and adopted this Agreement and the Transactions in accordance with the DLLCA and (iii) resolved to submit the adoption of this Agreement to the equityholders of the Company and recommend adoption of this Agreement and approval of the Merger and the other Transactions by the equityholders of the Company. No other corporate action by the Company or its members (other than, in the case of the Merger, the filing of the Certificate of Merger) is necessary to approve or adopt this Agreement under Applicable Law and to consummate the Merger and the other Transactions.

(c)The affirmative vote of the Selling Member (as defined in the Company Operating Agreement) and the holders of at least a majority of the outstanding Company Units is the only vote of the holders of any limited liability company interests of the Company necessary to approve this Agreement, the Merger and the other Transactions (the “Requisite Equityholder Approval”). Prior to the execution hereof, the Company has delivered a true and complete copy of the executed Written Consent to Buyer, which Written Consent satisfies the Requisite Equityholder Approval.

Section 3.03Governmental Authorization. Except for (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) the applicable consents, approvals, authorizations, filings and notifications required under any applicable Antitrust Laws and (c) the filing of appropriate documents with the relevant authorities of other states or jurisdictions in which the Company is qualified to do business, the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which the Company is a party, and the consummation by the Company of the Transactions and thereby require no action by or in respect of, or filing to be made with, any Governmental Authority.

Section 3.04Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which the Company is a party, and the consummation of the Transactions do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of its Organizational Documents, (b) assuming compliance with the matters referred to in Section 3.03, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 3.03 and except as set forth on Section 3.04 of the Company Disclosure Schedule, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company is entitled under any provision of any Contract binding upon the Company or any material Permit affecting the assets or business of the Company or (d) result in the creation or imposition of any Lien on any asset of the Company. Prior to the Closing, the Company’s Board of Managers and the Selling Member (as defined in the Company Operating Agreement) shall have validly exercised their bring-along rights in accordance with Section 11.6 of the Company Operating Agreement, including by providing to each Bring-Along Seller the notice required by Section 11.6 of the Company Operating Agreement as soon as reasonably practicable following the date of this Agreement (and in any event within five (5) Business Days following such date).

Section 3.05Capitalization.

(a)Section 3.05(a) of the Company Disclosure Schedule contains a complete and correct list of (i) authorized limited liability company interests of the Company, (ii) each outstanding Company Unit as of the date of this Agreement, including the holder thereof, and with respect to such Company Units evidenced by Company Unit Certificates, the certificate number, (iii) in the case of Profits Interests held by HRBeauty Team, the name of the holder of related Team Class P Units and the number of related Team Class P Units held by such holder, and (iv) in the case of the Profits Interests and the Team Class P Units, the Threshold Value of the Profits Interests and Team Class P Units, and date of issuance of the Profits Interests and Team Class P Units.

(b)All outstanding Company Units have been (A) duly authorized and validly issued and are fully paid and nonassessable, to the extent applicable, and (B) issued and granted in compliance with (i) all applicable securities laws and other Applicable Laws and (ii) all requirements set forth in applicable Contracts. All Profits Interests were granted under the Company Equity Plan or, as to the Team Class P Units, under the Amended and Restated HRBeauty Team LLC 2021 Equity Incentive Plan (the “HRBeauty Team Equity Plan”).

(c)Except for the Company Units listed on Section 3.05(a) of the Company Disclosure Schedule, there are no outstanding (i) membership interests or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for membership interests or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other obligation of the Company to issue, any membership interests, voting securities or securities convertible into or exchangeable for membership interests or voting securities of the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”).

(d)True and complete copies of all equity plans and all form agreements and instruments (and any amendments thereto, if applicable) evidencing or relating to Profits Interests or the Team Class P Units, or other equity interests issued under the Company Equity Plans have been provided to the Buyer, and there are no agreements to amend, modify, or supplement such agreements or instruments from the forms thereof provided to the Buyer. All grants of Profits Interests under a Company Equity Plan and Team Class P Units have been granted in material compliance with Applicable Law, each such equity grant was made pursuant to agreements and instruments that do not deviate materially from such form agreements and instruments provided to Buyer.

(e)There are (i) no rights, agreements, arrangements or commitments of any kind or character, whether written or oral, relating to the membership interests of the Company to which the Company is a party, or by which it is bound, obligating the Company to repurchase, redeem or otherwise acquire any issued and outstanding Company Units, (ii) except for the Profits Interests set forth on Section 3.05(a) of the Company Disclosure Schedule, no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company and (iii) no voting trusts, equity holder agreements, proxies or other agreements or understandings in effect to which the Company is a party with respect to the governance of the Company or the voting or transfer of any membership interests of the Company, other than this Agreement, the Ancillary Agreements and the Organizational Documents of the Company.

(f)The Payment Schedule will be accurate and complete in all respects as of the Closing and be prepared in accordance with the Company Operating Agreement and the HRBeauty Team LLC Agreement.

Section 3.06Financial Statements.

(a)The Company made available to Buyer (i) the audited consolidated balance sheets of the Company as of December 31, 2023 and December 31, 2024, and the related audited consolidated statements of income, changes in members’ equity and cash flows for each of the fiscal years then ended, and (ii) the unaudited consolidated interim balance sheet of the Company as of the Balance Sheet Date and the related unaudited consolidated interim statements of income, changes in members’ equity and cash flows for the three-month period ended on the Balance Sheet Date (collectively, the “Financial Statements”).

(b)The Financial Statements (i) have been prepared from the books and records of the Company, (ii) complied as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates, (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (subject, in the case of unaudited interim period financial statements, to the absence of notes, which would not be materially different from those presented in the unaudited Financial Statements, and normal year-end audit adjustments, none of which individually or in the aggregate will be material in amount), and (iv) fairly present, in all material respects, in accordance with GAAP, the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to the absence of notes, which would not be materially different from those presented in the unaudited Financial Statements, and normal year-end audit adjustments, none of which individually or in the aggregate will be material in amount).

(c)The books of account and other financial records of the Company have been kept accurately in the ordinary course of business consistent with Applicable Laws, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company have been properly recorded therein in all material respects. The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Company’s Board of Managers, (ii) that transactions are recorded as necessary (A) to permit preparation of Financial Statements in conformity with the Specified Accounting Principles and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company, (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) that accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Since the Balance Sheet Date, there has been no change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company.

(d)All accounts, notes receivable and other receivables (other than receivables collected since the Balance Sheet Date) reflected on the Balance Sheet are, and all accounts and notes receivable and other receivables arising from or otherwise relating to the business of the Company as of the Closing Date will be, valid, genuine, arm’s length obligations for the provision of goods or services generated in the ordinary course of business, prepared in accordance with GAAP and adequately and appropriately reserved in accordance with GAAP and (to the Knowledge of the Company) fully collectible in the aggregate amount thereof, subject to normal and customary trade discounts, less any reserves for doubtful accounts recorded on the Balance Sheet; provided that, it is understood and agreed that the collectability of such accounts and notes receivable may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally.

(e)Section 3.06(e) of the Company Disclosure Schedule sets forth an accurate and complete (x) list of (i) all Indebtedness of the Company, (ii) all material Liens over the assets or property of the Company, in each case, as of the date hereof and (y) the aggregate amount of cash (identifying any Restricted Cash) held by the Company as of the close of business on the Business Day prior to the date of this Agreement.

Section 3.07Absence of Certain Changes. Except as set forth on Section 3.07 of the Company Disclosure Schedules, since the Balance Sheet Date, the business of the Company has been conducted in the ordinary course consistent with past practices in all material respects and there has not been:

(a)any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;

(b)any damage, destruction, abandonment, lapse, sale, exclusive license or casualty loss (whether or not covered by insurance) materially affecting the business or assets of the Company; or

(c)any actions, events or change that if taken or occurring after the date of this Agreement and prior to the Closing, would constitute a violation of, or require the Consent of Buyer under, Section 6.01.

Section 3.08No Undisclosed Liabilities. The Company does not have any material liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether or not required by GAAP or the Specified Accounting Principles to be reflected on a balance sheet of the Company, other than liabilities or obligations:

(a)specifically set forth on and adequately reserved for on the face of the Balance Sheet (and not the notes and schedules thereto);

(b)incurred in the ordinary course of business since the Balance Sheet Date (none of which results from, arises out of, or relates to, any breach of contract, breach of warranty, tort, infringement or violation of Applicable Law);

(c)to the extent captured in Unpaid Company Transaction Expenses, Closing Indebtedness or Closing Working Capital;

(d)that are executory obligations arising under Contracts to which the Company is a party (to the extent not resulting from a breach of such Contracts by the Company or a Company Subsidiary and none of which are Liabilities resulting from violations of Law or breaches of warranty, tort or infringement); and

(e)specifically disclosed on Section 3.08 of the Company Disclosure Schedule.

Section 3.09Material Contracts.

(a)Section 3.09(a) of the Company Disclosure Schedule (which shall be organized in accordance with each of the clauses below) contains a complete list of all Contracts to which the Company is a party or is bound (any Contract of a nature described below (whether or not set forth in the Company Disclosure Schedule) to which the Company is a party or is bound, but excluding, other than with respect to Section 3.09(a)(xviii) and Section 3.09(a)(xxiv), any Employee Plan, being hereinafter referred to as a “Material Contract”) that constitute any of the following:

(i)any Contract with a Significant Customer or Significant Vendor;

(ii)any Company Inbound IP License;

(iii)any Company Outbound IP License;

(iv)any Contract relating to the manufacturing or supply of Company Products by or for the Company that requires (A) annual payments by the Company of $250,000 or more in the past 12 months or (B) aggregate payments by the Company of $500,000 or more;

(v)any Contract relating to the invention, creation, conception, development or reduction to practice of any Technology or material Intellectual Property Rights independently or jointly, by or for the benefit of the Company, other than Contracts entered into pursuant to the Company’s form employee invention assignment agreements (copies of which have been made available to Buyer) between the Company and an employee of the Company regarding the development of Intellectual Property Rights or Technology by such employee;

(vi)any Contract imposing any material restriction on the Company’s right or ability, or, after the Closing, the right or ability of Parent, Buyer, the Surviving Company or any of their respective Affiliates (A) to compete or otherwise operate in any line of business or with any Person or in any geographic area or which would so limit the freedom of Parent, Buyer, the Company or any of their respective Affiliates after the Closing Date (including granting exclusive rights or rights of first refusal to license, market, sell or deliver any of the Company Products or any related Technology or Intellectual Property Right), (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person, (C) to use, assert, enforce, develop, distribute or otherwise exploit any Company IP, including the right to develop product formulations, (D) to redevelop similar formulations for, or reverse engineer, any Company Products, or (E) to solicit or hire for employment or the provision of services of any Person that would be material to the Company;

(vii)any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company of $250,000 or more or (B) aggregate payments by the Company of $500,000 or more;

(viii)any supply Contract relating to any sole source of supply of any raw material or component;

(ix)any Contract granting a right of first refusal or right of first negotiation or similar rights by the Company to any Person, other than the Company Operating Agreement;

(x)any Contract providing for “most favored nation” or similar terms, including such terms for pricing, granted by the Company to any Person;

(xi)any Contract relating to any capital commitment or capital expenditure by the Company of greater than $100,000 for any individual commitment;

(xii)any Contract relating to marketing and advertising of the Company or Company Products that require: (A) annual payments by the Company of $150,000 or more or (B) aggregate payments by the Company of $300,000 or more;

(xiii)any Contract establishing or governing any partnership, joint venture, strategic alliance or any Contract relating to the sharing of revenues, profits, losses, costs or liabilities or any other similar Contract;

(xiv)any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), other than Profits Interest Agreements;

(xv)any Contract for the sale of any of the assets of the Company (whether by merger, sale of stock, sale of assets or otherwise) which is material to the Company’s business (other than any Contract that provides for the sale or disposition of inventory or equipment in the ordinary course of business), other than Profits Interest Agreements;

(xvi)any Contract that includes a covenant not to sue given by the Company or relates to the settlement of any Proceeding (other than any such Contracts that involved payments to or by the Company of less than $50,000 as the sole and exclusive remedy) or any co-existence arrangements;

(xvii)any Contract relating to (a) Indebtedness or (b) the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset);

(xviii)any Contract relating to the acquisition, issuance or transfer of any securities, other than the Company’s Organizational Documents;

(xix)any Contract relating to any interest rate, currency or commodity derivatives or hedging transaction;

(xx)any Contract under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of the Company or (B) the Company has directly or indirectly guaranteed liabilities or obligations of any other Person;

(xxi)any Contract relating to the creation of any Lien with respect to any asset of the Company; (xxii)any Contract which contains any provisions requiring the Company to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services in the ordinary course of business consistent with past practice involving (A) annual payments by the Company of $150,000 or less or (B) aggregate payments by the Company of $300,000 or less);

(xxiii)any Contract with any Related Person other than the Ancillary Agreements;

(xxiv)any employment, severance, retention, termination, change in control, bonus or other agreement or Contract with any current or former employee, officer, director, advisor or consultant of the Company (A) pursuant to which the Company has any current or future rights or obligations, (B) that provides for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated by this Agreement, or (C) that otherwise restricts the Company’s ability to terminate the employment or engagement of such individual without penalty or liability;

(xxv)any collective bargaining agreement or other similar Contract with any labor union or works council;

(xxvi)any Contract relating to insurance or reinsurance;

(xxvii)any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other material consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Merger, either alone or in combination with any other event;

(xxviii)any Contract with any Governmental Authority, other than any permits or licenses to conduct business issued to the Company in the ordinary course of business;

(xxix)any Real Property Lease;

(xxx)any Contract relating to verifications or certifications for the Company Products, such as Environmental Working Group (EWG) verification, Leaping Bunny certification and other similar verifications or certifications;

(xxxi)any Contract involving (A) annual payments by the Company of $250,000 or more or (B) aggregate payments by the Company of $500,000 or more that cannot be terminated without penalty on 30 days’ or shorter notice; and

(xxxii)any other Contract not made in the ordinary course of business that is material to the Company.

(b)The Company has made available to Buyer accurate and complete copies of all Material Contracts, including all amendments and/or restatements thereto. Section 3.09(a) of the Company Disclosure Schedule provides an accurate description of the terms of each Material Contract that is not in written form.

(c)(i) Each Material Contract is a valid and binding agreement of the Company, subject to (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of law governing specific performance, injunctive relief and other equitable remedies, and is in full force and effect, (ii) the Company has performed, in all material respects, all obligations required to be performed by it under each of the Material Contracts to which it is a party, (iii) the Company is not and, to the Knowledge of the Company, no other party thereto is in default or breach in any material respect under the terms of any such Material Contract, and, to the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Material Contract, (C) give any Person the right to accelerate the maturity or performance of any Material Contract, except for the acceleration of Profits Interest Units as a result of this Agreement, or (D) give any Person the right to cancel, terminate or modify any Material Contract and (iv) the Company has not received any written or other notice regarding any material violation or breach of, or default under, or the cancellation of termination of any Material Contract.

(d)No Person is renegotiating, nor has a right (or has asserted a right) pursuant to the terms of any Material Contract to renegotiate, any amount paid or payable to or by the Company under any Material Contract or any other material term or provision of any Material Contract.

(e)The Company has not waived any of its material rights under any Material Contract.

Section 3.10Compliance with Applicable Laws; Regulatory Matters.

(a)Except as would not reasonably be expected to be material to the Company, the Company is, and for the past five (5) years has been, in compliance with all Applicable Laws.

(b)The Company is, and for the past three (3) years has been in material compliance with all Applicable Laws related to labeling, advertising, product safety, ingredients, contaminants, and reporting obligations, including, without limitation, the Federal Trade Commission Act, the Federal Food, Drug, and Cosmetic Act (including the Modernization of Cosmetics Regulation Act of 2022), the Consumer Product Safety Act, and the California Safe Drinking Water and Toxic Enforcement Act of 1986. Except as would not reasonably be expected to be material to the Company, to the Knowledge of the Company, the Company’s contract manufacturers and suppliers are, and for the past three (3) years have been, in material compliance with all Applicable Laws related to labeling, advertising, product safety, ingredients, contaminants, and reporting obligations.

(c)The Company has not received nor, to the Knowledge of the Company, is there any written or oral notice, Order, complaint or other written communication from any Governmental Authority or any other Person regarding any actual or alleged violation of, or failure to comply with, any Applicable Law. To the Knowledge of the Company, no investigation or review by any Governmental Authority regarding a violation of any Applicable Law with respect to the Company has occurred or is threatened. The Company has not conducted or initiated any internal investigations (other than internal audits or employee investigations conducted in the ordinary course of business) or made any disclosure to any Governmental Authority with respect to any alleged act of non-compliance arising under any Applicable Law.

(d)The Company, its directors, officers, employees, and, to the Knowledge of the Company, each of their respective agents, Representatives, or other Persons associated with or acting on behalf of the Company, has not been under investigation with respect to or, to the Knowledge of the Company, threatened to be charged with or given notice of any violation of, any Applicable Law.

(e)The Company is, and has at all times been, in compliance in all material respects with all applicable Anti-Bribery Laws and Anti-Money Laundering Laws. Except as would not reasonably be expected to be material to the Company, the Company, its directors, officers and employees have not, and, to the Knowledge of the Company, no third party, agent or other person acting on behalf of the Company, has, directly or indirectly:

(i)used any corporate or other funds for any unlawful contributions, gifts, donations, entertainment or other unlawful expenses related in any way to the Company’s business;

(ii)violated any applicable provision of the United States Foreign Corrupt Practices Act of 1977, 15 U.S.C. § 78dd-1 et seq. (the “Foreign Corrupt Practices Act”), or any other applicable Anti-Bribery Laws;

(iii)offered or given (or promised or authorized the offering or giving of) anything of value or any payment to a Government Official or any other Person for the purpose of influencing any action or decision of a Government Official, including a decision to fail to perform such Government Official’s official function, or to influence any act or decision of such Government Official, in each case to assist the Company in obtaining or retaining business of the Company or directing business to any Person;

(iv)accepted or received any unlawful contributions, payments, gifts or expenditures;

(v)made any payment to any customer or supplier of the Company, or given any other consideration to any such customer or supplier in respect of the business of the Company that violates any Applicable Law; or

(vi)suspected, been made aware of or otherwise received any written or oral notice of any investigation, request for information, or inquiry regarding any actual or alleged violation of any applicable Anti-Bribery Laws.

(f)The Company has (i) complied with all applicable Trade Controls and Sanctions, (ii) obtained all material required Consents, notices, Orders, Permits, registrations, declarations, or other authorizations from, and have made any material filings with, any Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under Trade Controls and Sanctions, (iii) not been the subject of or otherwise been involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of Trade Controls or Sanctions, and has not been notified of any such pending or threatened actions, (iv) maintained in place and implemented a system and controls to comply with Trade Controls and Sanctions and (v) not engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person.

(g)Neither the Company nor any of its managers or officers, or, to the Knowledge of the Company, any of its employees, agents, Representatives or other Persons associated with or acting on behalf of the Company is, or has been (i) a Sanctioned Person, (ii) engaged in transactions, dealings, or activities that might be reasonably expected to cause such Person to become a Sanctioned Person, or (iii) subject to debarment or any list-based designations under any Trade Controls.

Section 3.11Litigation.

(a)There has not been within the past three (3) years and there is no currently pending Proceeding, and, to the Knowledge of the Company, no Person has threatened to commence any Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, materially delaying, making illegal or otherwise interfering with, the Merger or any of the Transactions. To the Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Proceeding.

(b)There is no Order to which the Company, or any of the assets owned or used by the Company, is subject or which restricts in any respect, the ability of the Company to conduct its business. To the Knowledge of the Company, no officer or other employee of the Company is subject to any Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company. To the Knowledge of the Company, there is no pending audit or investigation by a Governmental Authority: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or operation of law; or (ii) that challenges, or that may have the effect of preventing, materially delaying, making illegal or otherwise interfering with, the Transactions.

Section 3.12Real Property.

(a)The Company does not own any real property, nor has the Company ever owned any real property.

(b)The Company has a good and valid leasehold interest in each parcel of real property leased by the Company (the “Company Leased Real Property”). Section 3.12(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease, sublease, license or other occupancy agreement or arrangement relating to the Company Leased Real Property (each, a “Real Property Lease”), including for each Real Property Lease (i) the names of the fee owners and/or landlords and (ii) the commencement date and current expiration date. The Company does not have any interest in any real property, other than the Real Property Leases. Each Real Property Lease is in full force and effect and is the valid and binding obligation of the Company in accordance with its terms. There is not, under any Real Property Lease, any material default by the Company or, to the Knowledge of the Company, any other party thereto.

(c)The Company has good leasehold title to the Company Leased Real Property, and the Company Leased Real Property is not subject to any Liens, except for Permitted Liens. The Company has not received any written notice of a material violation of any ordinances, regulations or building, zoning or other similar laws with respect to the Company Leased Real Property. The Company has not received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any material entitlement relating to the Company Leased Real Property and there is no condemnation, special assessment or the like pending or, to the Knowledge of the Company, threatened with respect to any of the Company Leased Real Property. The Company has the right to use and occupy the Company Leased Real Property for the full term of the Real Property Lease relating thereto, subject to the terms and conditions of the applicable Real Property Lease.

Section 3.13Properties.

(a)The Company has good and marketable, indefeasible, fee simple title to, or in the case of leased property and assets, has valid leasehold interests in, all tangible property and assets reflected on the Balance Sheet or acquired after the Balance Sheet Date. None of such property or assets is subject to any Lien, except for Permitted Liens.

(b)There are no developments affecting any such tangible property or assets pending or, to the Knowledge of the Company threatened, which would reasonably be expected to materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of any such tangible property or assets. All leases of personal tangible property are in good standing and are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease any material default or any event which with notice or lapse of time or both would constitute a material default.

(c)The equipment owned by the Company has no material defects, is in good operating condition and repair, and is adequate and suitable for its present uses.

(d)The tangible property and assets owned or leased by the Company, or which it otherwise has the right to use, constitute all of the tangible property and assets used or held for use in connection with its businesses and are adequate to conduct such business as currently conducted.

Section 3.14Suppliers, Customers and Vendors.

(a)Section 3.14(a) of the Company Disclosure Schedule sets forth an accurate and complete list of the top 10 suppliers and vendors of the Company measured by spend during the 12-month period ending March 31, 2025, including the dollar amounts of purchases or services therefrom during such period (collectively, the “Significant Vendors”).

(b)Section 3.14(b) of the Company Disclosure Schedule sets forth an accurate and complete list of the customers (including distributors and retailers) of the Company representing at least $50,000 in gross sales of the Company during the 12-month period ending March 31, 2025, including the dollar amounts of gross sales by such customers during such period (collectively, the “Significant Customers”).

(c)The Company has not received any written notice or any other communication in writing or, to the Knowledge of the Company, otherwise (i) that any of the Significant Customers or Significant Vendors intends to terminate or materially adversely modify their arrangements with the Company, or (ii) intends to materially reduce the volume of business transacted.

Since the Balance Sheet Date, there has not been any termination of, or modification, amendment or change to, the Company’s business relationship with any Significant Customer or Significant Vendor. As of the date of this Agreement, the Company has no outstanding disputes with any Significant Customer or Significant Vendor.

Section 3.15Products and Product Liability.

(a)Except for Company Products that have been discontinued, Section 3.15(a) of the Company Disclosure Schedule sets forth an accurate and complete list as of the date of this Agreement of (i) each Company Product; (ii) the owner of the formulation for each Company Product; and (iii) if the owner of such formulation is not the Company, (A) the Contract pursuant to which such formulation is licensed to the Company or the Company is otherwise granted the right to use such formulation in connection with the manufacturing, marketing, sale and other exploitation of such Company Product (or if there is no written Contract, an accurate description of the terms of such license or right to use); and (B) if applicable, the amount of any additional payments or quantity of product required to be made or ordered by the Company under such Contract in order for the Company to obtain full and exclusive ownership of such formulation.

(b)Each of the Company Products has been manufactured, developed, tested, formulated, marketed, sold, packaged, stored, and distributed (or otherwise made available) in material compliance with all Applicable Laws. Each of the Company Products has been manufactured, developed, tested, formulated, marketed, sold, packaged, stored, and distributed (or otherwise made available) in material compliance with applicable industry standards and internal specifications, except as would not reasonably be expected to have a Company Material Adverse Effect. All material claims made by or on behalf of the Company in the twelve (12) months immediately prior to the date hereof in external advertising, marketing and promotional materials in any media (including labels and packaging) relating to the Company Products are in material compliance with all Applicable Laws, in each case, at the time such claims were made by or on behalf of the Company. The Company has, or has access to, sufficient evidence to substantiate all material claims made by or on behalf of the Company regarding each Company Product. In the three (3)-year period prior to the date of this Agreement, there has not been, nor is there pending nor, to the Knowledge of the Company as of the date hereof, threatened any Proceeding against the Company under or relating to any of the foregoing Applicable Laws, or in connection with any former or discontinued product produced, sold, or distributed by or on behalf of the Company.

(c)In the last three (3) years, there have been no recalls or material market withdrawals of any Company Product nor facts or circumstances that would reasonably be expected to result in a recall or material market withdrawal of any Company Product.

(d)The Company has not made or provided any express warranty with respect to the Company Products. There are no pending claims or claims threatened in writing to the Company or any of its managers, officers, employees, consultants, contractors, agents or Affiliates relating to (i) any material warranty obligations, failure to meet warranties or material Company Product returns, or (ii) material Product Liabilities against or involving the Company’s business or any Company Product, no such claims have been settled or adjudicated. There are no material liabilities for Product Liabilities, warranty, or other claims or returns with respect to any of the Company Products relating to any defects, deficiencies or failures of the Company Products.

(e)There are no material technical problems or concerns associated with any Company Product under development by the Company (that has not been made commercially available).

(f)No Contract under which any Company Products are supplied to the Company, including the Contracts scheduled in Section 3.09(a)(iv) of the Company Disclosure Schedule, imposes any, and the Company is not otherwise bound by any, restriction or prohibition against the Company or any other Person redeveloping similar formulations for, or reverse engineering, any Company Products supplied to the Company or otherwise deriving the formulations of such Company Products.

Section 3.16Inventory. Except as provided in the Company’s reserves in the Financial Statements, the Inventory of the Company, wherever located, is in good condition and free of any material defect or deficiency, is usable or saleable in the ordinary course of the business. The Inventory levels maintained by the Company are adequate for the conduct of the Company’s operations in the ordinary course of business. Except as provided in the Company’s reserves in the Financial Statements, none of such Inventory is obsolete (as determined in accordance with the Specified Accounting Principles) based on the purposes for which such Inventory is currently intended by the Company and, as of the date of this Agreement, no write-down of such Inventory has been made in the period since the Balance Sheet Date. Section 3.16 of the Company Disclosure Schedule indicates the locations of the Inventory as of the Balance Sheet Date.

Section 3.17Intellectual Property.

(a)Section 3.17(a) of the Company Disclosure Schedule sets forth an accurate and complete list as of the date of this Agreement of (i) each item of Company IP that is Registered IP (“Company Registered IP”), (ii) the jurisdiction (or, in the case of domain names, the registrar) in which such item of Company Registered IP has been registered or filed and the applicable application, registration, or serial or other similar identification number, (iii) any other Person that has an ownership interest in such item of Company Registered IP and the nature of such ownership interest, and (iv) all material unregistered Trademarks included in the Company IP that are used in the Company’s business. Section 3.17(a) of the Company Disclosure Schedule accurately identifies and describes each filing, payment, and action that must be made or taken on or before the date that is 180 days after the date of this Agreement in order to maintain each such item of Company Registered IP in full force and effect.

(b)Section 3.17(b) of the Company Disclosure Schedule identifies as of the date of this Agreement (i) all Intellectual Property Rights or Technology licensed, sold, assigned or otherwise conveyed or provided to the Company (other than (x) Standard Software, (y) Intellectual Property Rights or Technology licensed, sold, assigned or otherwise conveyed or provided to the Company pursuant to Contracts entered into pursuant to the Company’s form employee invention assignment agreements (copies of which have been made available to Buyer) between the Company and an employee of the Company regarding the development of Intellectual Property Rights or Technology by such employee; and (z) non-exclusive licenses of Trademarks that are incidental to the performance of the applicable Contract), (ii) the corresponding Contract or Contracts pursuant to which such Intellectual Property Right or Technology is licensed, sold, assigned or otherwise conveyed or provided to the Company (the “Company Inbound IP Licenses”), and (iii) whether the license or licenses granted to the Company is or are, as the case may be, exclusive or nonexclusive. Except as would not reasonably be expected to be material to the Company, no Person who has licensed Technology or Intellectual Property Rights to the Company has ownership rights or exclusive license rights to derivative works or improvements made by or on behalf of the Company related to such Technology or Intellectual Property Rights.

(c)Section 3.17(c) of the Company Disclosure Schedule identifies as of the date of this Agreement each Contract pursuant to which (i) any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, or assignment or sale of, any Company IP, or (ii) pursuant to which the Company has agreed not to enforce any material Company IP against any Person (in each case of (i) and (ii), excluding any Contracts (x) with the Company’s customers in connection with the commercial sale of Company Products in the ordinary course of business on a form previously provided to Parent, (y) containing non-exclusive licenses of Intellectual Property Rights owned by the Company granted to the Company’s service providers solely for the purpose of providing services to the Company in the ordinary course of business based on a form previously made available to Buyer, and (z) providing for a non-exclusive license Trademarks that is incidental to the performance of such Contract) (the “Company Outbound IP Licenses”). The Company is not bound by, and no Company IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Company to use or otherwise exploit any material Company IP anywhere in the world. The Company has not transferred, and has not agreed to assign or transfer, ownership of, or granted any exclusive right to use or otherwise exclusively exploit, any material Company IP to any Person. The Company is not in material breach of any Company IP Contract, and there are no disputes regarding the scope of, or payments required pursuant to, any such Company IP Contract between the parties thereof.

(d)The Company exclusively owns all right, title, and interest to and in the Company IP (excluding any Intellectual Property Rights exclusively licensed to the Company, as identified in Section 3.17(b) of the Company Disclosure Schedule) free and clear of any Liens (except for Permitted Liens). The Company has the exclusive right to bring a claim or suit against any third party for infringement, misappropriation, or any other violation of any rights in or to the Company IP.

(e)Each of the Company’s current and former employees, officers, directors, independent contractors, consultants and other service providers who invented, created or contributed to the development of any material Company IP (collectively, “Contributors”) has signed a valid, enforceable agreement that grants the Company exclusive ownership of all Technology and Intellectual Property Rights created or developed in connection with his or her employment or engagement with the Company, pursuant to the form agreements provided to Parent. No Contributor owns or claims any rights, licenses, claims or interest whatsoever with respect to the Company IP developed by the Contributor for or on behalf of the Company.

(f)Except as would not reasonably be expected to be material to the Company, no current or former Contributor is, or was during employment or engagement with the Company, (i) in violation of any law or breach of any term or covenant of any Contract relating to employment, invention disclosure, invention assignment, non-disclosure or non-competition or any other Contract with any other party by virtue of such Contributor being employed by, or performing services for, the Company, or using Proprietary Information of others without permission, or (ii) otherwise subject to any Contract that would have an adverse effect on the rights of the Company in the Company IP.

(g)The Company owns or otherwise has, and, after the Closing, Parent will own or otherwise have all Intellectual Property Rights used in or necessary for the conduct of its businesses as currently conducted, including the design, development, manufacture, license, sale, provision, maintenance and support, and use of all Company Products currently under development or in production. The Company IP, together with the licenses identified in Section 3.17(b) of the Company Disclosure Schedule, constitute all of the material Technology and material Intellectual Property Rights used in or necessary for the conduct of the business of the Company as currently conducted and as proposed to be conducted. All Company Products currently commercially available may be manufactured immediately following the Closing in accordance with their specifications or applicable formulation in substantially the same manner as currently manufactured by the Company.

(h)All material Company IP is subsisting, and all material Company IP (excluding applications for registration of Company Registered IP) is valid and enforceable. Each item of Company Registered IP is in compliance with all legal requirements, and the Company has made all registration, maintenance, renewal and other relevant filings and payments and taken all other actions required to be made or taken to maintain each item of material Company Registered IP in full force and effect by the applicable deadline and otherwise in accordance with all Applicable Laws through the date hereof. No cancellation, interference, opposition, inter partes review, reissue, reexamination, or other Proceeding of any nature is pending or threatened in writing to the Company or any of its managers, officers, employees, consultants, contractors, agents or Affiliates, in which the scope, validity, or enforceability of any material Company IP is being contested or challenged. The Company has complied in all material respects with its duty of candor and disclosure and have made no material misrepresentations in the filings submitted to the applicable Governmental Authority with respect to all patents included in Company Registered IP. In the past five (5) years the Company has not received any notice or communication in writing relating to any challenge to the validity or enforceability of any of its Intellectual Property Rights. To the Knowledge of the Company, no event or circumstance (including a failure to exercise adequate quality controls and an assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or could reasonably be expected to result in, the abandonment of any Trademark (whether registered or unregistered) owned, used, or applied for by the Company.

(i)The Company has taken all steps reasonably necessary or appropriate to maintain, establish and protect the confidentiality of all of its material Proprietary Information, and all such Proprietary Information provided to it by any Person. All current and former employees and contractors of the Company and any other Person having access to material Proprietary Information have executed and delivered to the Company a valid and enforceable written agreement to protect the Company’s Proprietary Information, pursuant to the form agreements provided to Parent.

To the Knowledge of the Company, there has been no misappropriation, misuse, or breach of confidentiality of any Company Product formulations or trade secrets or other confidential information included in the Company IP by any Person.

(j)To the Knowledge of the Company, in the past five (5) years, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating, or otherwise violating, any Company IP.

(k)Except as would not reasonably be expected to be material the Company, neither the execution, delivery, or performance of this Agreement nor the consummation of any of the Transactions will, with or without notice or the lapse of time, result in, or give any other Person the right or option to cause or declare, (i) a loss or impairment of, payment of any additional material fees, royalties or other amounts with respect to, or Lien on, any Company IP; (ii) a breach of, termination of, or acceleration or modification of any right or obligation under any Company IP Contract; (iii) the release, disclosure, or delivery of any Company IP by or to any escrow agent or other Person; or (iv) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any Technology or Intellectual Property Right.

(l)The Company has not infringed, misappropriated, or otherwise violated, nor is currently infringing, misappropriating or otherwise violating, and the conduct of the business of the Company does not, and when conducted in substantially the same manner by Parent following the Closing, will not, infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person. No claim or Proceeding alleging infringement or misappropriation is pending or, to the Knowledge of the Company, threatened in writing against the Company. The Company has not received any notice or other communication (in each case, in writing) relating to any actual, alleged, or suspected infringement, misappropriation, or violation by the Company of any Intellectual Property Right of another Person. No claim or Proceeding against the Company involving any material Technology or material Intellectual Property Right licensed to the Company is pending or, to the Knowledge of the Company, has been threatened against the Company, except for any such claim or Proceeding that, if adversely determined, would not adversely affect (i) the use or exploitation of such Technology or Intellectual Property Right by the Company or (ii) the distribution, purchase, sale or license of any Company Products, in each case, in any material respect.

(m)Section 3.17(m) of the Company Disclosure Schedule contains a complete and accurate list of all Software included in the Company IP (the “Company Software”). No Company Software contains any bug, defect, error or any malware code designed or intended to have any of the following functions: (i) disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed, or (ii) compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent (collectively, “Malicious Code”). The Company implements reasonable measures designed to prevent the introduction of Malicious Code into any Company Software.

(n)No (i) government funding or (ii) facilities or personnel of a university, college, other educational institution or research center were used in the development of any material Company IP. The Company is not a party to any Contract with any Governmental Authority or any university, college, other educational institution or research center that grants to such Person any ownership interest in or exclusive right or license with respect to any material Company IP. No current or former employee of the Company who contributed to the creation or development of any material Company IP has performed services for any government, university, college or other educational institution or research center during the period of time during which such employee was also performing services for the Company.

(o)The Company is not nor has ever been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company to grant or offer to any other Person any license or right to any material Company IP or to refrain from enforcing any material Company IP.

Section 3.18Information Technology.

(a)Except as would not reasonably be expected to be material the Company, the Company owns or has a valid right to access and use all information technology systems, software, servers, hardware, networks, interfaces, electronic data processing infrastructure, information record keeping and digital storage infrastructure, communications infrastructure, telecommunications infrastructure, peripherals and related systems owned, leased, operated, controlled, licensed or otherwise used in the business of the Company (the “IT Systems”). The IT Systems are adequate and sufficient for, and operate and perform as required in connection with, the operation of the business of the Company as currently conducted, including as to capacity, scalability and ability to process current and currently anticipated peak volumes in a timely manner.

(b)Except as would not reasonably be expected to be material the Company, the Company’s IT Systems and the Company’s related procedures and practices are designed, implemented, operated and maintained in accordance with customary industry standards and practices for entities operating businesses similar to the business of the Company, including with respect to redundancy, reliability, scalability and security, including the Payment Card Industry Data Security Standard (“PCI DSS”). Without limiting the foregoing, except as would not reasonably be expected to be material the Company, (i) the Company has taken reasonable steps consistent with industry standards and implemented reasonable procedures to protect the confidentiality, integrity and security of the Company’s IT Systems (and all information and transactions stored or contained therein or transmitted thereby) against unauthorized use or access, and against the introduction of Malicious Code, including by using commercially available anti-virus software, and (ii) the Company has in effect industry standard disaster recovery plans, procedures and facilities for its business and has taken all reasonable steps to safeguard the security and the integrity of its IT Systems, in each case including in accordance with PCI DSS. There has been no failure or other substandard performance of any IT Systems of the Company which has caused any material disruption to the business of the Company. Except as would not reasonably be expected to be material the Company, the Company has not suffered any data loss, business interruption, or other harm as a result of any Malicious Code intentionally designed to permit (A) unauthorized access to a computer or network, (B) unauthorized disablement or erasure of Software, hardware or data, or (C) any other similar type of unauthorized activities. Except as would not reasonably be expected to be material the Company, the Company has implemented any and all security patches or upgrades that are generally available for the IT Systems. The Company’s information security procedures and tools meet in all material respects applicable information security standards, including those established by applicable U.S. or foreign governmental regulatory agencies, applicable rules, regulations, standards and other requirements promulgated by any foreign or domestic payment network, electronic funds network or association, payment card association, debit card network or similar organization having clearing or oversight responsibilities with respect to card transactions or electronic funds transfers and PCI DSS.

Section 3.19Privacy.

(a)The Company, and to the Knowledge of the Company, each Affiliate or third party that has Processed Personal Data on behalf of, or shared Personal Data with, the Company (each, a “Data Partner”), is and at all times has been, in material compliance with all applicable (i) Consumer Protection, Privacy and Information Security Laws, (ii) policies, notices or statements related to the privacy, security or Processing of Personal Data (the “Privacy Policies”), (iii) Contracts (or portions thereof), if any, in effect between the Company and users of the Company Products or visitors to the Company Websites, and (iv) Contracts (or portions thereof) between the Company and customers, vendors, marketing affiliates, financial institutions, and other business partners, and other third parties to which any Personal Data is provided, disclosed or made available by or on behalf of or made available to the Company, and (v) any rules of self-regulatory, industry or other organizations in which the Company is a member relating to Personal Data with which the Company is required to comply by virtue of such membership (clauses (i)–(v) collectively being hereinafter referred to as “Privacy Requirements”).

(b)The Company currently and at all times has provided accurate notice of its privacy practices on, or made such notice accessible through, the Company Websites, including by making available, directly or indirectly, the applicable Privacy Policies to all visitors to the Company Websites. Except as would not reasonably be expected to be material the Company, the Company’s Privacy Policies are comprehensive, accurate and fully-implemented, and no Privacy Policy contains any omissions of the Company’s privacy practices nor is, or has been, misleading, deceptive or in violation of Consumer Protection, Privacy and Information Security Laws.

(c)The Company has at all times implemented and materially complies with procedures for conducting due diligence on all Data Partners designed to assess their information security program and compliance with Consumer Protection, Privacy and Information Security Laws before allowing them to access, receive or otherwise Process Personal Data. The Company has Contracts in place with all Data Partners, which agreements require such Persons to protect such Personal Data in a manner consistent with the Company’s obligations under Privacy Requirements.

(d)Neither the execution, delivery or performance of this Agreement, nor the consummation of any of the Transactions will (i) result in any material violation of any Privacy Requirements; (ii) require the delivery of any notice to, or receipt of any consent from, any Person under any Privacy Requirements; or (iii) give rise to any right of termination or other right that would materially impair or limit Buyer’s rights to own and Process any Personal Data used in, or necessary for, the operation of the Company’s business.

(e)The Company has implemented and materially complies with, and has required its Data Partners to implement and comply with, reasonable and appropriate technical, administrative, physical, organizational and other safeguards in place, including a written information security program, which are designed to (i) protect Proprietary Information and Personal Data in the Company’s possession or control from Security Incidents and (ii) identify and address any internal or external risks to the privacy or security of Proprietary Information and Personal Data (the “Security Program”). The Company regularly tests its Security Program.

(f)The Company does not hold any unsatisfied data subject rights requests in respect of Personal Data, including any outstanding applications for access, rectification or erasure of Personal Data from any individual, in each case that will not be handled in a manner compliant with Privacy Requirements.

(g)Neither the Company nor, to the Knowledge of the Company, any Data Partner has ever been materially impacted by any Security Incidents. The Company has never notified, nor has it ever been required to notify, any third party of a Security Incident.

(h)To the Knowledge of the Company, no Person has made any illegal or unauthorized use of Personal Data that was Processed by or on behalf of the Company and is in the possession or control of the Company.

(i)The Company has not received in writing, and to the Knowledge of the Company there has not been, any complaint to any regulatory or other Governmental Authority or official, foreign or domestic, or any audit, Proceeding, investigation (whether formal or informal), or claim against, the Company by any private party or any regulatory or other Governmental Authority or official, foreign or domestic, regarding any Security Incident or actual or alleged violation of any Privacy Requirement, and no such complaint, audit, Proceeding, investigation or claim has been threatened in writing against the Company.

(j)Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company, (i) the Company does not sell, rent or lease Personal Data to data brokers or any third parties and (ii) the Company does not disclose Personal Data to third parties to use for any purpose other than as necessary to provide services to the Company, to facilitate a transaction for users of Company Products or otherwise for the operation of the business of the Company.

Section 3.20Insurance Coverage. Section 3.20 of the Company Disclosure Schedule contains an accurate and complete list of (i) all insurance policies (the “Company Insurance Policies”) relating to the assets, business, operations, employees, officers or directors of the Company, each of which is in full force and effect, and (ii) all pending claims under Company Insurance Policies. The Company has made available to Buyer copies of each Company Insurance Policy and all amendments and riders thereto.

There is no claim by the Company pending under any Company Insurance Policy as to which coverage has been questioned, denied or disputed by the underwriters of such policies or in respect of which such underwriters have reserved their rights. All premiums payable under all such policies have been timely paid and the Company has otherwise complied fully with the material terms and conditions of all such policies. All Company Insurance Policies are in full force and effect. The Company has no Knowledge of any threatened termination of, material premium increase with respect to, or material alteration of coverage or event of default under, any of such policies. After the Closing, the Surviving Company shall continue to have coverage under such policies with respect to events occurring prior to the Closing.

Section 3.21Licenses and Permits. The Company has, and in the past three (3) years has had, all material licenses, permits, qualifications, accreditations, consents, approvals and authorizations of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under Applicable Law, necessary to conduct its business as presently conducted. The Company has not received any written notice or other written communication regarding any actual or possible violation of or failure to comply with any material term or requirement of any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permit. The Company has made available to Buyer all Permits issued to the Company. Each such Permit has been validly issued or obtained and is, and after the consummation of the transactions contemplated by this Agreement will be, in full force and effect. Section 3.21 of the Company Disclosure Schedule sets forth an accurate and complete list of all material Permits for which the Company has applied or has taken the steps necessary to secure or maintain or that the Company otherwise intends to obtain.

Section 3.22Tax Matters.

(a)The Company has duly and timely filed with the appropriate Tax Authorities all income and other material Tax Returns required to be filed by it under Applicable Law (taking into account any extensions of time within which to file). All such Tax Returns are complete and accurate in all material respects. All income and other material Taxes due and owing by the Company (whether or not shown on any Tax Returns) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return (other than automatically granted extensions obtained in the ordinary course of business). No claim has ever been made by a Tax Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. Since the Balance Sheet Date, the Company has not incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice.

(b)No material deficiencies for Taxes with respect to the Company have been claimed, proposed or assessed by any Tax Authority. There are no pending or, to the Knowledge of the Company, threatened audits, assessments or other actions for or relating to any liability in respect of Taxes of the Company.

(c)The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, in each case, that is still currently in effect, nor is any written request for any such extension or waiver still outstanding. No power of attorney has been granted with respect to any matter related to Taxes of the Company that is currently in effect or that will be in effect as of the Closing Date.

(d)There are no material Liens for Taxes upon any property or asset of the Company other than statutory liens for current Taxes not yet due and payable.

(e)The Company will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) installment sale or other transaction on or prior to the Closing Date, (ii) any accounting method change or agreement with any Tax Authority or required as a result of the Transactions, (iii) the use of an improper method of accounting for any period or portion thereof ending prior to the Closing Date or (iv) any prepaid amount received on or prior to the Closing.

(f)The Company has not engaged in a trade or business, had a permanent establishment (within the meaning of an applicable Tax treaty), or otherwise become subject to Tax jurisdiction in a country other than the United States.

(g)The Company is not a partner for Tax purposes with respect to any joint venture, partnership, or other arrangement or Contract which is treated as a partnership for U.S. federal, state or local income Tax purposes.

(h)The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract (other than any commercial agreement entered into in the ordinary course of business the primary purpose of which is not related to Taxes).

(i)The Company has not been a party to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2).

(j)The Company has not ever been a member of an affiliated group filing a consolidated federal income Tax Return or any similar group for federal, state, local or foreign Tax purposes. The Company has not any liability for the Taxes of any Person (other than Taxes of the Company) (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), (ii) as a transferee or successor or (iii) otherwise by operation of Applicable Law.

(k)The Company has timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, unitholders of the Company or other Person. The Company has properly classified all individuals providing services to it as employees or non-employees for all relevant Tax purposes.

(l)The Company has properly collected and remitted all material sales and similar Taxes with respect to sales made to, and purchases made by, its customers (including customers that purchase Company Products from the Company Websites) and properly requested, received and retained all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transactions as to which the Company would otherwise have been obligated to collect and remit such Taxes under Applicable Law.

(m)The Company has never made (i) a pass-through entity election or other Tax election to cause the Company to bear or pay any Taxes of or attributable to its members or (ii) an election pursuant to Treasury Regulations Section 301.7701-3 (or any comparable provision pursuant to state or local Applicable Law) to be treated as an association taxable as a corporation for U.S. federal (or applicable state and local) income Tax purposes. For U.S. federal and applicable state income tax purposes, the Company has been reported as a disregarded entity or a partnership since its formation.

(n)The Company has complied in all material respects with all Applicable Law relating to escheat and abandoned property.

(o)Since November 24, 2021, the Company has filed all Tax Returns consistently with the treatment of HRBeauty Team as a partner in the Company for U.S. federal (and applicable state and local) income Tax purposes. The Company has never been treated as a partner in or owner of HRBeauty Team for any Tax reporting or other Tax purposes.

(p)To the Knowledge of the Company, each holder of an outstanding Profits Interest or Team Class P Unit has made a timely and valid election under Section 83(b) of the Code with respect to such Profits Interest or Team Class P Unit.

Section 3.23Employees and Employee Benefit Plans.

(a)The Company has furnished or made available to Parent an accurate and complete list of the names of all employees of the Company as of the date hereof, including for each such employee: (i) title, (ii) hire date, (iii) annual base salary or hourly wage rate, as applicable, (iv) commission, bonus or other cash incentive opportunity, (v) principal work location, (vi) status as exempt or non-exempt from the application of the state and federal wage and hour laws applicable to employees who do not occupy a managerial, administrative, professional or other exempt position, (vii) applicable work visa and (viii) employment status (whether such person is party to an employment agreement or is employed “at will”).

(b)Section 3.23(b) of the Company Disclosure Schedule sets forth an accurate and complete list identifying each (i) material “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) material employment, severance, termination or similar Contract, (iii) other material plan, policy, agreement, program or arrangement (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock option or other stock related rights or other forms of stock- or equity-related rights, incentive or deferred compensation, vacation or paid-time-off benefits, insurance (including any self-insured arrangements), death, life, dental, vision, health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits retention, transaction, change of control payments, savings, pension, retirement, post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits), and (iv) other material employee compensation or benefit plan, program, policy, agreement, program, arrangement or commitment, in each case, which is maintained, administered or contributed to by the Company or any ERISA Affiliate thereof and covers any employee or former employee of the Company, or with respect to which the Company has any liability (whether actual or contingent). Such plans are referred to (collectively herein, without regard to materiality qualifiers), as the “Employee Plans”)).

(c)The Company has furnished or made available to Parent accurate and complete copies of (i) all documents constituting each material Employee Plan (and written descriptions of all material terms of any material Employee Plan that is not in writing), including all amendments thereto and all related trust documents and other funding arrangements, (ii) the three most recent annual reports (Form 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each material Employee Plan, (iii) if the material Employee Plan is funded, the most recent annual and periodic accounting of material Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each material Employee Plan, (v) the most recent determination or opinion letter from the IRS relating to each material Employee Plan, if any, and (vi) all material correspondence within the past three years to or from any Governmental Authority relating to any Employee Plan.

(d)No Employee Plan is, and the Company does not sponsor, maintains or contributes to, or has in the past six years sponsored, maintained or contributed to, any (i) pension plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 or 430 of the Code, (ii) any multiemployer plan, as defined in Section 3(37) of ERISA, multiple employer plan, as defined in Section 413(c) of the Code, (iii) multiple employer welfare arrangement, within the meaning of Section 3(40) of ERISA, (iv) a voluntary employee benefit association under Section 501(a)(9) of the Code or (v) any plan which is intended to be qualified under Section 401(a) of the Code.

(e)Except as would not reasonably be expected to result in the material liability to the Company: (i) the Company has performed all material obligations required to be performed by it thereunder, is not in default or violation of, and the Company has no Knowledge of any default or violation by any other party to, any Employee Plan and (ii) Employee Plan has been established, operated and maintained in accordance with its terms and in compliance with all Applicable Laws, including ERISA and the Code. Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (or opinion letter, if applicable), or has pending or has time remaining in which to file, an application for such determination from the IRS and, to the Knowledge of the Company, there is no reason any such determination letter could be revoked, not issued or not be reissued. Each trust established in connection with any Employee Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and no fact or event has occurred that would reasonably be expected to adversely affect the exempt status of any such trust.

(f)The consummation of the Transactions will not (either alone or together with any other event, including a subsequent termination of employment or service), including pursuant to any Employee Plan, (i) entitle any current or former employee, independent contractor or director of the Company or any other Person to any payment, (ii) accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits, including any equity award, to any such Person, (iii) increase the amount or compensation or benefits due or payable to any such Person, (iv) trigger any other obligation pursuant to any Employee Plan, or (v) result in direct or indirect payments of any amount which could, individually or in combination with any other payment or benefit, constitute a “parachute payment” within the meaning of Section 280G of the Code.

(g)The Company is in compliance in all material respects with (i) the applicable requirements of Section 4980B of the Code and any similar state law, and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

(h)No Employee Plan is subject to the laws of any jurisdiction outside the United States or provides compensation or benefits to any current or former employee of the Company (or any dependent thereof) that is subject to the laws of any jurisdiction outside of the United States.

(i)Except as would not reasonably be expected to be material the Company, the Company is in compliance in all respects with all Applicable Laws regarding employment, employment practices, terms and conditions of employment, classification as exempt or non-exempt, classification as an employee or non-employee (e.g., independent contractor), employee safety and health, immigration status and wages and hours, and (i) is not liable for any arrears of wages, severance pay or any Taxes with respect to employees or any penalty for failure to comply with any of the foregoing, and (ii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees.

(j)To the Knowledge of the Company, no employee of the Company is in any material respect in violation of any term of any employment agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company because of the nature of the business conducted or presently proposed to be conducted by the Company or to the use of trade secrets or proprietary information of others.

(k)Except as would not reasonably be expected to be material the Company, there has not been, nor are there currently, any Proceedings or internal investigations or inquiries conducted by the Company, any of the Company’s Board of Managers or any committee thereof (or any Person at the request of any of the foregoing) concerning any financial, accounting, conflict of interest, illegal activity, fraudulent or deceptive conduct, discrimination/sexual harassment, whistleblowing or other misfeasance or malfeasance issues with respect to any current or former director, officer, advisor, consultant or employee of the Company. There are no controversies pending, or to the Knowledge of the Company, threatened between the Company and any of its respective current or former employees or consultants that could result in a Proceeding.

(l)There has not been any Proceeding relating to, or to the Knowledge of the Company, any act or allegation of or relating to sex-based discrimination, sexual harassment or sexual misconduct, or breach of any policy of the Company relating to the foregoing, in each case involving any current or former employee, director, officer, or independent contractor (in relation to his or her work at the Company) of the Company, nor has there been any settlements or similar out-of-court or pre-litigation arrangement relating to any such matters nor has any such Proceeding been threatened.

(m)The Company does not maintain or sponsor any “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code). With respect to any nonqualified deferred compensation plan (within the meaning of Section 409A of the Code) maintained by the Company, such plan has complied and continues to comply in form and operation with Section 409A of the Code and the guidance issued thereunder.

(n)There is no Contract covering any employee or other service provider of the Company that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that could be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code.

There is no Contract by which the Company is bound to compensate any Person for excise taxes paid pursuant to Section 4999 or 409A of the Code.

Section 3.24Environmental Matters.

(a)Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company:

(i)no notice, notification, demand, request for information, citation, summons or Order has been received, no complaint has been filed, no penalty has been assessed, and no Proceeding (or any basis therefor) is pending or, to the Knowledge of the Company, is threatened by any Governmental Authority or other Person relating to the Company and relating to or arising out of any Environmental Law;

(ii)the Company is, and has at all times been, in compliance with all Environmental Laws and all Environmental Permits; and

(iii)there are no liabilities or obligations of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that could reasonably be expected to result in or be the basis for any such liability or obligation.

(b)There has been no environmental investigation, study, audit, test, review or other analysis conducted of which the Company has Knowledge in relation to the current or prior business of the Company or any property or facility now or previously owned or leased by the Company that has not been delivered to Buyer.

Section 3.25Affiliate Transactions. No manager, officer, employee, Affiliate (which for purposes of this Section 3.25 shall include any Seller) or “associate” or members of any of their “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of the Company (each of the foregoing, a “Related Person”), other than in its capacity as a manager, officer or employee of the Company (a) has entered into any Contract involving the Company that remains in effect, (b) directly or indirectly owns, or otherwise has any right, title, interest in, to or under, any material property or material right, tangible or intangible, that is used by the Company or otherwise related to the business of the Company, (c) is engaged, directly or indirectly, in any business that competes with the business of the Company, (d) has any claim or right against the Company (other than rights to receive compensation for services performed as a manager, officer or employee of the Company and other than rights to reimbursement for travel and other business expenses incurred in the ordinary course), (e) owes any money to the Company or is owned money from the Company (other than amounts owed for compensation or reimbursement pursuant to clause (d) above) or (f) provides services to the Company (other than services performed as a manager, officer or employee of the Company) or is dependent on services or resources provided by the Company. In addition, to the Knowledge of the Company, no officer or employee of the Company has an interest in any Person that competes with the business of the Company in any market presently served by the Company (except for ownership of less than one percent of the outstanding capital stock of any corporation that is publicly traded on any recognized stock exchange or in the over-the-counter market).

Section 3.26Bank Accounts. Section 3.26 of the Company Disclosure Schedule sets forth a complete and correct list of all banks or other financial institutions with which the Company has an account or maintains a safe deposit box, showing the account numbers and names of the persons authorized as signatories with respect thereto. The Company has furnished to the Parent true and complete copies of any agreements setting forth the terms of any lines of credit available to the Company.

Section 3.27Books and Records. The Company has made and kept material business records, financial books and records, personnel records, ledgers, sales accounting records, and related work papers and other books and records of the Company (collectively, the “Books and Records”) that are complete and accurate in all material respects and accurately and fairly reflect, in all material respects, the business activities of the Company.

The Company has not engaged in any material transaction, maintained any bank account or used any corporate funds except as reflected in its normally maintained Books and Records.

Section 3.28Finders’ Fees. Except for Moelis & Company LLC and J.P. Morgan Securities LLC, whose fees and expenses shall be treated as Company Transaction Expenses hereunder, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission from the Company or any of its Affiliates in connection with the Transactions.

Section 3.29No Other Representations or Warranties. Except for the representations and warranties expressly set forth in Article 3 and Article 4, none of the Company, its Affiliates or any other Person on their behalf, makes (and the Company hereby disclaims) any express or implied representation or warranty with respect to the Company, its Affiliates, or their respective businesses or assets or with respect to any other information provided, or made available, to Buyer or its Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, none of the Company or its Affiliates will have or be subject to any liability or other obligation to Buyer or its Representatives or Affiliates or any other Person resulting from Buyer’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to them and any information provided in any teaser, marketing material, confidential information memorandum, financial model, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Company or its Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in Article 3 or Article 4. Notwithstanding the foregoing or anything else in this Agreement, nothing in this Section 3.29 shall limit any claim for Fraud. Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by Buyer, on behalf of itself and Buyer Related Parties, that any estimate, projection forecast, plan, budget or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by or on behalf of the Company, the Sellers or any Seller Related Party, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in this Article 3 or Article 4 hereof as a representation and warranty by the Sellers or the Company.

Article 4.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

As of the date hereof and as of the Closing Date, each Seller, severally and not jointly with the other Sellers, hereby represents and warrants to Parent, Buyer and Merger Sub in respect of itself, as follows:

Section 4.01Existence and Power. In the case of each Seller that is not an individual, such Seller is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

Section 4.02Authorization. Such Seller has all requisite right, power and authority to enter into and to perform its obligations under this Agreement and the Ancillary Agreements to which such Seller is or will be a party. The execution, delivery and performance by such Seller of this Agreement have been duly authorized by all necessary action on the part of such Seller. This Agreement and each of the Ancillary Agreements to which such Seller is or will be a party constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to (i) Applicable Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of Applicable Laws governing specific performance, injunctive relief and other equitable remedies.

Section 4.03Governmental Authorization. Except for (a) the applicable consents, approvals, authorizations, filings and notifications required under any applicable Antitrust Laws, and (b) such consents that if not obtained or made would not, and would not reasonably be expected to, prevent or materially impede the ability of such Seller to consummate the Transactions, the execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the Transactions require no consent or approval of, or notification to, any Governmental Authority.

Section 4.04Non-Contravention. The execution, delivery and performance by such Seller of this Agreement and the consummation of the Transactions do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of such Seller, (b) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 4.03, require any consent or approval of, or notification to, any Person, under, result in a breach of, constitute a default, or an event that, with or without notice or lapse of time or both, would result in a breach of, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company is entitled under any provision of any Contract binding upon such Seller, or (d) result in the creation or imposition of any Lien on the such Seller’s Company Units.

Section 4.05Title to Company Units.

(a)Such Seller is the sole record and beneficial owner of the Company Units set forth opposite its name on Section 3.05 of the Company Disclosure Schedule, and has good and valid title to such Company Units, free and clear of all Liens and, at Closing, shall deliver to Buyer good and valid title to such Company Units, free and clear of all Liens except for Liens arising under Applicable Laws relating to securities.

(b)Such Seller does not own, and does not have the right to acquire, directly or indirectly, any other Company Units. Such Seller is not a party to any option, warrant, purchase right, or other Contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any Company Units (other than this Agreement and the Organizational Documents). Such Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any membership interest of the Company, other than the Organizational Documents.

Section 4.06Ownership of Company Assets. Other than Excluded Assets, such Seller does not own any property, asset or Intellectual Property Rights, that is used by the Company, nor does such Seller own (whether solely or jointly), or have any rights to or under, any Intellectual Property Rights or any other property or asset of the Company.

Section 4.07Litigation. There is no Proceeding pending, or to the knowledge of such Seller, threatened in writing against Seller, in each case, that would reasonably be expected to prevent or materially impede the ability of such Seller to consummate the Transactions. Such Seller is not subject to any Order and is not in breach or violation of any Order, except as would not reasonably be expected to prevent or materially impede the ability of such Seller to consummate the Transactions.

Section 4.08Solvency. Such Seller is not bankrupt or insolvent and has not proposed or has been made subject to a voluntary arrangement or made, has been made subject to or proposed any arrangement or composition with such Seller’s creditors or any class of such creditors, and no petition in respect of any such arrangement or composition has been presented. The completion of the Transactions shall not constitute a fraudulent transfer by such Seller under applicable bankruptcy and other similar laws relating to bankruptcy and insolvency of such Seller.

Section 4.09Finders’ Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of such Seller who might be entitled to any fee or commission from the Company in connection with the Transactions.

Section 4.10No Other Representations or Warranties.

Except for the representations and warranties expressly set forth in Article 3 (to the extent applicable to such Seller) or Article 4, no Seller, its Affiliates or any other Person on their behalf, makes (and each Seller hereby disclaims) any express or implied representation or warranty with respect to the Seller, its Affiliates, or their respective businesses or assets or with respect to any other information provided, or made available, to Buyer or its Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, no Seller or its Affiliates will have or be subject to any liability or other obligation to Buyer or its Representatives or Affiliates or any other Person resulting from Buyer’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to them and any information provided in any teaser, marketing material, confidential information memorandum, financial model, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of such Seller or its Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in Article 3 (to the extent applicable to such Seller) or Article 4. Notwithstanding the foregoing or anything else in this Agreement, nothing in this Section 4.10 shall limit any claim for Fraud.

Notwithstanding the foregoing or anything else in this Agreement to the contrary, no Bring-Along Seller shall be required to make the representations and warranties set forth in Section 4.05(b), Section 4.06, Section 4.07, Section 4.08, or Section 4.09.

Article 5.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB

As of the date hereof and as of the Closing Date, Buyer and Merger Sub hereby represent and warrant to the Company that:

Section 5.01Corporate Existence and Power. Each of Parent and Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent, Buyer and Merger Sub is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except to the extent the failure to be qualified, licensed or registered would not, in the aggregate, be material to Parent, Buyer and their Subsidiaries (including Merger Sub), taken as a whole and would not reasonably be expected to prevent or materially impede the ability of Parent, Buyer or Merger Sub to consummate the Transactions.

Section 5.02Corporate Authorization. Each of Parent, Buyer and Merger Sub has all requisite right, power and authority to enter into and to perform its obligations under this Agreement and the Ancillary Agreements which it is a party. The execution, delivery and performance by each of Parent, Buyer and Merger Sub of this Agreement have been duly authorized by all necessary action on the part of Parent, Buyer and Merger Sub, as applicable. This Agreement and each Ancillary Agreement which Parent, Buyer and Merger Sub is a party constitutes the legal, valid and binding obligation of Parent, Buyer and Merger Sub, enforceable against Parent, Buyer and Merger Sub in accordance with its terms, subject to (i) Applicable Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of Applicable Laws governing specific performance, injunctive relief and other equitable remedies.

Section 5.03Governmental Authorization. Except for the (a) applicable consents, approvals, authorizations, filings and notifications required or advisable under any applicable Antitrust Laws, (b) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities laws and the rules of the NYSE in connection with the issuance and listing on NYSE of the shares of Parent Stock issuable pursuant to this Agreement and (c) such consents that if not obtained or made would not, and would not reasonably be expected to, prevent or materially impede the ability of Parent, Buyer or Merger Sub to consummate the Transactions, the execution, delivery and performance by Parent, Buyer and Merger Sub of this Agreement and the consummation by Parent, Buyer and Merger Sub of the Transactions require no action by or in respect of, or filing to be made with, any Governmental Authority.

Section 5.04Non-Contravention. The execution, delivery and performance by Parent, Buyer and Merger Sub of this Agreement and the consummation by Parent, Buyer and Merger Sub of the Transactions do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of Parent, Buyer or Merger Sub’s respective Organizational Documents or (b) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law.

Section 5.05Litigation. There is no Proceeding pending or, to the Knowledge of Buyer, threatened against Parent, Buyer or Merger Sub, in each case, that would reasonably be expected to prevent or materially impede the ability of Parent, Buyer or Merger Sub to consummate the Transactions. None of Parent, Buyer or any of their respective Subsidiaries is subject to any Order or is in breach or violation of any Order, except as would not reasonably be expected to prevent or materially impede the ability of Parent, Buyer or Merger Sub to consummate the Transactions.

Section 5.06Available Funds.

(a)Buyer has delivered to the Sellers’ Representative a true, correct and complete copy of (i) the executed commitment letter, dated as of the date of this Agreement, by and among Buyer and the Debt Financing Sources party thereto and (ii) the fee letter, dated as of the date of this Agreement (which may be customarily redacted with respect to fee amounts, pricing and other economic terms that do not adversely affect availability or conditionality of the Debt Financing or reduce the amount of the Debt Financing), by and among Buyer and the Debt Financing Sources party thereto (collectively, the “Debt Commitment Letter”), pursuant to which such Debt Financing Sources have agreed, upon the terms and subject to the conditions thereof, to lend the amounts set forth therein for the purpose, among other things, of financing the Transactions (the “Debt Financing”). To the knowledge of Buyer, the Debt Commitment Letter constitutes the legal, valid and binding obligation of the Debt Financing Sources party thereto, enforceable against such Debt Financing Sources in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)The Debt Commitment Letter has not been amended or modified in any respect prior to the date of this Agreement and no such amendment or modification is contemplated, other than any such amendment or modification permitted by Section 7.08. As of the date hereof, to the Knowledge of the Buyer, no commitment contained in the Debt Commitment Letter has been withdrawn, rescinded or terminated in any respect and the Debt Commitment Letter is in full force and effect and is the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Debt Commitment Letter contains all of the conditions precedent to the obligations of the Debt Financing Sources party thereto to make the full amount of the Debt Financing available to Buyer on the terms set forth in the Debt Commitment Letter. As of the date hereof, there are no side letters or other agreements, contracts or arrangements related to the funding of the Debt Financing that adversely affect availability or conditionality or reduce the amount of the Debt Financing.

(c)Buyer has fully paid (or caused to be paid) all fees in connection with the Debt Financing that are due and payable on or prior to the date of this Agreement.

(d)Assuming the conditions set forth in Section 9.01 and Section 9.02 are satisfied at the Closing and assuming the accuracy of the Company’s and Sellers’ representations and warranties set forth in this Agreement and performance by the Company and Sellers of their respective obligations under this Agreement, and assuming the Debt Financing is funded in accordance with the Debt Commitment Letter, the aggregate amount of the Debt Financing, when taken together with available cash and cash equivalents of the Parent, Buyer and each of their respective Subsidiaries is sufficient to enable Buyer to consummate on a timely basis the Transactions and all amounts payable by Buyer hereunder, including the Cash Consideration, any repayment or refinancing of Indebtedness contemplated by this Agreement, any other amounts required to be paid in connection with the consummation of the Transactions and all related fees and expenses of Parent, Buyer and Merger Sub (collectively, the “Required Amount”), in each case in accordance with the terms hereof.

Each of Parent, Buyer and Merger Sub acknowledges and agrees that in no event shall the receipt or availability of the Debt Financing or any other funds or financing by Buyer or any of its Affiliates be a condition to the obligations of Buyer or Merger Sub to effect the Closing.

Section 5.07Valid Issuance. All shares of Parent Stock to be issued to the Sellers will be, when issued in accordance with the terms of this Agreement, (a) duly authorized, validly issued, fully paid and nonassessable and (b) issued in compliance in all material respects with Applicable Laws relating to securities.

Section 5.08Finders’ Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent, Buyer or Merger Sub who might be entitled to any fee or commission from Parent, Buyer or Merger Sub or any of their Affiliates in connection with the Transactions.

Section 5.09Solvency. Immediately after giving effect to the Transactions, and assuming the accuracy, in all material respects, of the Company’s and Sellers’ representations and warranties set forth in Article 3 and Article 4, respectively, including the payment of the Cash Consideration, any repayment or refinancing of Indebtedness contemplated by this Agreement, payment of any other amounts required to be paid in connection with the consummation of the Transactions and payment of all related fees and expenses of Parent, Buyer and Merger Sub, Parent, Buyer, Merger Sub and the Company and each of their respective Subsidiaries, on a consolidated basis, will be Solvent as of the Closing Date immediately after giving effect to the consummation of the Transactions. For the purposes of this Agreement, the term “Solvent,” when used with respect to any Person, means that, as of any date of determination, on such date (a) the amount of the “fair saleable value” (on a consolidated and going concern basis) of the assets of such Person will, as of such date, exceed the sum of (i) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with Applicable Laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the liabilities of such Person, as of such date, on its existing debts (including contingent and other liabilities) as such debts become absolute and mature in the ordinary course of business, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date and (c) such Person will be able to pay its liabilities (including contingent and other liabilities) as they become absolute and mature in the ordinary course of business. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities (including contingent and other liabilities) as they mature” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due in the ordinary course of business.

Section 5.10Parent SEC Documents; Financial Statements; NYSE Listing.

(a)Parent has filed all reports, schedules, forms, statements and other documents required to be filed by Parent with the SEC since January 1, 2023 (the “Parent SEC Documents”) in a timely manner. As of its respective date, each Parent SEC Document complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the Knowledge of Buyer, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation.

(b)The consolidated financial statements of Parent included in Parent SEC Documents including the notes thereto and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of its financial statements included in the Parent SEC Documents in accordance with GAAP.

(c)Parent has not received any written notice from the NYSE or the SEC regarding the revocation or potential delisting of Parent Stock from the NYSE.

Section 5.11Seasoned Issuer. As of the date of this Agreement, Parent is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.

Section 5.12Ownership of Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Buyer, was formed solely for the purpose of engaging in the Transactions and has engaged in no business activity other than as contemplated by this Agreement. Except for the liabilities incurred in connection with the Transactions, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

Section 5.13No Other Representations or Warranties. Except for the representations and warranties expressly set forth in Article 5, Buyer, nor its Affiliates (including Parent and Merger Sub) or any other Person on its behalf, makes (and Buyer hereby disclaims) any express or implied representation or warranty with respect to Buyer, its Affiliates (including Parent and Merger Sub), or their respective businesses or assets or with respect to any other information provided, or made available, to the Company, Sellers or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither Buyer nor its Affiliates (including Parent and Merger Sub) will have or be subject to any liability or other obligation to the Company, Sellers or their respective Representatives or Affiliates or any other Person resulting from the Company’s or Sellers’ or their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to them and any information provided in any teaser, marketing material, confidential information memorandum, financial model, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or its Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in Article 5. Notwithstanding the foregoing or anything else in this Agreement, nothing in this Section 5.13 shall limit any claim for Fraud.

Article 6.
COVENANTS

Section 6.01Conduct of the Company. From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (such period being referred to herein as the “Interim Period”), except (x) as expressly contemplated by the terms of this Agreement (including in connection with the assignment of Excluded Assets), (y) required by Applicable Law, or (z) in accordance with the prior approval by Buyer in writing, the Sellers shall cause the Company to conduct its business in the ordinary course consistent with past practice and (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local Permits, and (iii) use commercially reasonably efforts to maintain satisfactory relationships with the material customers, distributors, retailers, lenders, suppliers, licensors and licensees of the Company and others having material business relationships with the Company; provided that, for the avoidance of doubt, no impact on the Company’s relationships solely due to the announcement of the Transactions or the identity of Buyer or Parent shall be a violation of this provision. Without limiting the generality of the foregoing, except (x) as specifically disclosed in the applicable subsection of Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by the terms of this Agreement (including in connection with the assignment of Excluded Assets), (y) required by Applicable Law, or (z) pursuant to the prior approval by Buyer in writing, during the Interim Period, the Sellers shall procure that the Company shall not:

(a)amend its certificate of formation, limited liability company agreement or other similar organizational documents (whether by merger, consolidation or otherwise) or authorize or permit any amendment to the limited liability company agreement of HRBeauty Team;

(b)declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Company Securities, other than ordinary course tax distributions payable solely in cash under Section 9.1(b) of the Company Operating Agreement which tax distributions reduce Closing Cash and are consistent with the past practice of the Company; or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Company Securities;

(c)(i) issue, deliver or sell, or authorize the issuance, delivery or sale of, any Company Unit or (ii) amend any term of any Company Securities (whether by merger, consolidation or otherwise) or Profits Interests or authorize or permit any amendment of the terms of the Team Class P Units, except any amendment required to effect the treatment of the Profits Interests and Team Class P Units as set forth in Section 2.03;

(d)adjust, split, combine, subdivide, reclassify, redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any of the Company’s equity interests, as the case may be, or any option, warrant, profits interest, or similar right relating thereto;

(e)dissolve, wind-up, liquidate or effect a recapitalization, reclassification of units, unit split, reverse unit split or reorganization in any form of transaction;

(f)incur any capital expenditures or any obligations or liabilities in respect thereof, except for any budgeted capital expenditures and other unbudgeted capital expenditures not to exceed $100,000 individually or $200,000 in the aggregate;

(g)acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than (i) inventory in the ordinary course of business consistent with past practice or (ii) inventory in an amount not to exceed $100,000;

(h)sell, pledge, lease, divest, license or otherwise transfer, or create or incur any Lien (other than Permitted Liens) on, any of the assets (other than inventory in the ordinary course of business consistent with past practice or Company IP), securities, properties, interests or businesses of the Company, other than obsolete or unsalable equipment in an amount not to exceed $100,000;

(i)transfer, assign, license, dispose of, create or incur any Lien (other than Permitted Liens) on, abandon or permit to lapse any rights in, to or for the use of any Company IP, other than non-exclusive licenses granted in the ordinary course of business, or permit to enter into the public domain any material trade secrets included in the Company IP;

(j)make any loans, advances or capital contributions to, or investments in, any other Person;

(k)enter into or amend any Contract with any Related Person other than (A) the Ancillary Agreements or (B) any Contract relating to employment (other than with any Key Service Provider) entered into in the ordinary course of business, on commercially reasonable terms established on an arm’s-length basis (including confidentiality and inventions assignment agreements and other employment related agreements);

(l)create, incur, assume, suffer to exist or otherwise be liable with respect to any Indebtedness;

(m)amend or modify in any material respect or terminate any Material Contract (which shall include terms of sale to any Significant Customer or terms of purchase from any Significant Vendor) or otherwise waive, release or assign any material rights, claims or benefits of the Company pursuant to any Material Contract or enter into any Contract, that if entered into prior to the date of this Agreement, would be a Material Contract; (n)enter into any Contract for the sale or distribution of any Company Product, excluding invoices and purchase orders received in the ordinary course of business consistent with past practice and which are not, individually or in the aggregate, material to the Company;

(o)reformulate or reverse-engineer any formulation for any Company Product;

(p)change any manufacturer or supplier of any Company Product (or any component thereof);

(q)other than as required by Applicable Law: (i) other than pursuant to an employment agreement executed as of the date hereof, a copy of which has been provided to Buyer, grant or increase, or commit to grant or increase, any form of compensation or benefits payable to any director, officer, advisor, consultant, or employee of the Company, including, without limitation, pursuant to any Employee Plan, (ii) adopt, enter into, modify, or terminate any Employee Plan; (iii) accelerate the vesting or payment or any compensation or benefits under any Employee Plan, including any Profits Interests and Team Class P Units, other than pursuant to the terms of award agreements in place as of the date hereof, (iv) grant any equity or equity-linked awards or severance, transaction bonus, commission or other incentive compensation, including any Profits Interests and Team Class P Units, to any manager, officer, advisor, consultant or employee of the Company, or (v) hire, promote or terminate (other than for cause) any employee, consultant, advisor, officer or manager of the Company with a position of director (or the equivalent) or above or with a salary of over $150,000 per year;

(r)enter into any collective bargaining agreement or recognize any union as a collective bargaining representative for any employee of the Company;

(s)change the Company’s methods of accounting or accounting practices, except as required by concurrent changes in GAAP or Applicable Law, as agreed to by its independent public accountants;

(t)commence, settle, or offer or propose to settle, (i) any Proceeding involving or against the Company, except where the amount paid in settlement does not exceed $50,000 with respect to any individual Proceeding and $100,000 in the aggregate, in each case, as the sole remedy, or (ii) any Proceeding that relates to the Transactions;

(u)settle or compromise any claim, notice, audit report or assessment in respect of a material amount of Taxes; change any annual Tax accounting period; enter into any pre-filing agreement, advance pricing agreement, or closing agreement within the meaning of Section 7121 of the Code; enter into any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract (other than any commercial agreement entered into in the ordinary course of business the primary purpose of which is not related to Taxes); or amend any material Tax Return; surrender or forfeit any right to claim a material Tax refund; consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment;

(v) except with respect to a Flow-Through Return of the Company for a Tax period ending on or before the Closing Date in accordance with Section 8.01, adopt or change any material method of Tax accounting, or make, change or revoke any material Tax election;

(w)form or acquire any Subsidiaries;

(x)terminate any insurance or reinsurance policy, and if any insurance or reinsurance policy otherwise terminates or expires in accordance with its terms, the Company shall put in place a comparable policy;

(y)(i) materially write up, write down, or write off the book value of any of its assets, (ii) accelerate, delay, change or modify any credit collection and payment policies, procedures or practices (including any acceleration in the collection of receivables or delay in the payment of payables) or alter the management of working capital or (iii) materially change the manner in which the Company extends discounts, credits or warranties to customers or otherwise deals with customers or suppliers; (z)enter into any new business line outside of the Company’s existing business lines as of the date of this Agreement;

(aa)sell any Inventory or Company Products outside the ordinary course of business, including with respect to pricing, discounting practices, bundling, sales volume and services level, other than obsolete or unsalable Inventory or Company Products in an amount not to exceed $250,000 in the aggregate; or

(ab)agree, resolve or commit to do any of the foregoing.

Notwithstanding anything to the contrary, nothing contained in this Agreement shall give Buyer or Parent, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business, assets and operations.

Section 6.02No Solicitation; Other Offers.

(a)During the Interim Period, neither the Company nor any Seller shall, and each shall cause their respective Representatives not to, directly or indirectly, (i) solicit, initiate, facilitate, support, seek, induce, or knowingly encourage, or take any action to solicit, initiate, facilitate, support, seek, induce, entertain or knowingly encourage any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, with any Person other than Parent, Buyer or Merger Sub, (ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent, Buyer or Merger Sub, (iii) furnish to any Person other than Parent, Buyer or Merger Sub any information that the Company or any Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iv) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal, with any Person other than Parent, Buyer or Merger Sub, or (v) resolve, propose or agree to do any of the foregoing.

(b)The Company and each Seller shall, and shall cause each of their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement relating to any Acquisition Proposal, and subject to any confidentiality obligations by which the Company may be bound under the terms of any confidentiality agreement between the Company and any Other Interested Party (as defined below) entered into prior to the date of this Agreement, during the Interim Period, shall promptly (and in any event within 24 hours) provide Buyer with: a written description of the material terms of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Proposal, that is received by the Company, any Seller or any Representative of the Company or Seller from any Person (other than Buyer), including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information was received (the “Other Interested Party”) and the amount and form of consideration offered. Promptly following the execution of this Agreement, the Company shall deliver written notices to request the return or destruction of all Proprietary Information to all Persons (except for Buyer and the Sellers) with such return or destroy obligations under non-disclosure or similar agreements related to a potential Acquisition Proposal. From and following the date of this Agreement, the Company further agrees not to release any Persons described in the preceding sentence from any obligations under such non-disclosure or similar agreements without the prior written consent of Buyer.

Section 6.03Access to Information.

(a)Subject to the Non-Disclosure Agreement and Applicable Laws, during the Interim Period, the Company shall (i) upon reasonable notice, give Buyer and its Representatives reasonable access during normal business hours to the facilities, properties, personnel, Contracts, operating and financial reports, work papers, assets, books and records of the Company, (ii) furnish to Buyer and its Representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request; (iii) instruct the employees, counsel and financial advisors of the Company and Sellers to cooperate with Buyer in its investigation of the Company; and (iv) upon reasonable notice, use reasonable efforts to facilitate calls with the Company’s Significant Vendors, on the one hand, and Buyer and its Representatives, on the other hand to discuss the business of the Company and the Transactions; provided, that no information or knowledge obtained by Buyer or its Representatives in any investigation conducted after the date of this Agreement pursuant to the access contemplated by this Section 6.03 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent, Buyer or Merger Sub hereunder. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company or Sellers.

(b)Notwithstanding anything to the contrary set forth in this Section 6.03, the Company may restrict or otherwise prohibit access to such documents or information to the extent that (i) any Applicable Law (including, but not limited to, Antitrust Laws) or Order requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information, or (iii) access to a Contract to which the Company is a party or otherwise bound would give a third party the right to terminate or accelerate the rights under, such Contract. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Buyer that it is withholding such access or information and shall use all reasonable efforts to communicate the applicable information in a way that would not violate the Applicable Law, Order, or Contract, or risk waiver of such privilege, including by using reasonable best efforts to obtain the required Consent of any third party necessary to provide such disclosure or developing an alternative to providing such information so as to address such matters that is reasonably acceptable to Buyer.

(c)Notwithstanding anything to the contrary contained herein or otherwise, the Company shall not be required to provide any books and records or reports based thereon that are not currently in existence or that it does not maintain or prepare in the ordinary course of business and the Company shall not be required to incur any out-of-pocket costs or expenses in connection with its obligations pursuant to this Section 6.03. The Company shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 6.03.

Section 6.04Employee Matters.

(a)Following the date of this Agreement, the Company shall use commercially reasonable efforts in assisting Buyer to secure any employment or consulting documentation deemed reasonably necessary or appropriate by Buyer with each employee and independent contractor of the Company designated by Buyer, including by providing Buyer necessary information relating any such employees’ employment or such independent contractor’s consulting agreement with the Company. Unless otherwise approved by Buyer in writing, effective as of immediately prior to the Closing, the Company shall terminate the employment of each employee and the service of each independent contractor of the Company who has declined to execute any employment or consulting documentation deemed necessary or appropriate by Buyer or who has revoked his or her acceptance of such employment or consulting documentation (each such employee, a “Non-Continuing Service Provider”), provided that such employment or consulting documentation reflects terms consistent with Section 6.04(b). The Company shall present each Non-Continuing Service Provider with a separation and release agreement or a termination and release agreement (in either case, a “Separation Agreement”) that provides for a general release of claims against the Company and its Affiliates, and the Company shall use commercially reasonable efforts to obtain executed Separation Agreements from each of the Non-Continuing Service Provider no later than immediately prior to the Closing. The form of each Separation Agreement shall be subject to Parent’s prior review and approval.

(b)For a period of at least twelve (12) months following the Closing Date (the “Continuation Period”) (or, if earlier, the date of a Continuing Service Provider’s termination), Buyer shall, or shall cause the Company to, provide Continuing Service Providers with (i) aggregate total annual compensation opportunities, comprised of a base salary or wage, annual target cash bonus, and incentive opportunities (excluding special, retention, one-time or transaction-based compensation arrangements) no less favorable in the aggregate than the total annual compensation opportunities that similarly situated employees of Buyer and Parent were eligible for immediately prior to the Closing Date, and (ii) employee benefits (including participation in health, dental and vision plans, long-term disability and life insurance programs, and cafeteria plans) that are no less favorable in the aggregate to the employee benefits similarly situated employees of Buyer and Parent were eligible to participate in or entitled to receive immediately prior to the Closing Date.

(c)From and after the Closing Date, Buyer shall, or shall cause the Company to use commercially reasonable efforts to (i) provide for all Continuing Service Providers to receive credit for prior service with the Company (or any predecessor entities) prior to Closing as recognized by the Company for purposes of eligibility to participate, level of benefits, and vesting, except to the extent such credit would result in the duplication of benefits for the same period of service; and (ii) ensure that any pre-existing conditions or limitations, eligibility waiting periods, actively-at-work requirements or required physical examinations, or other exclusions or limitations under any welfare benefit plans of Buyer, the Company or any of its or their respective Affiliates will be waived with respect to the Continuing Service Providers and their eligible spouses and dependents.

(d)Buyer shall, or shall cause the Company to, take the actions set forth on Schedule 6.04(d).

(e)Nothing in this Agreement shall, or shall be construed so as to create any third-party rights in any such current or former service provider of the Company (or any beneficiaries or dependents thereof). Nothing in this Agreement shall, or shall be construed so as to, confer upon any employee any right to continue in the employ or service of the Company, Buyer, Parent or any of their Affiliates, or shall interfere with or restrict in any way the rights of the Company, Buyer, Parent or any of their Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any employee at any time for any reason whatsoever, with or without cause. Notwithstanding any other provision in this Agreement to the contrary, nothing in this Section 6.04 shall be deemed or construed to be an amendment or other modification of any Employee Plan or employee benefit plan of Buyer, Parent or any of their Affiliates.

(f)Unless otherwise requested by Buyer in writing delivered to the Company not less than ten Business Days prior to the Closing, the Company shall adopt resolutions and take such action as is reasonably necessary to terminate each Employee Plan that contains a Code Section 401(k) cash or deferred arrangement effective no later than one day prior to the Closing and each other Employee Plan effective no later than thirty (30) day after the Closing. The Company shall provide Buyer with evidence that each such Employee Plan will be terminated in accordance with the immediately preceding sentence (the form and substance of which shall be subject to reasonable review and approval by Buyer) not later than two Business Days prior to the Closing.

Section 6.05Notices of Certain Events.

(a)During the Interim Period, the Company shall promptly notify Parent of:

(i)any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions;

(ii)any notice or other communication from any Governmental Authority indicating that a Permit has been revoked or is about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained, which revocation or failure to obtain has had or could reasonably be expected to have a Company Material Adverse Effect;

(iii)any Proceeding commenced or, to its Knowledge, threatened in writing against, relating to or involving or otherwise affecting the Company, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.11, as the case may be, or that relates to the consummation of the Transactions; and

(iv)any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 9 impossible or reasonably unlikely.

No such notice given pursuant to this Section 6.05 shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (x) determining the accuracy of any of the representations and warranties made by the Company in this Agreement or (y) determining whether any condition set forth in Article 9 has been satisfied.

(b)During the Interim Period, the Buyer shall promptly notify the Sellers’ Representative of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 9 impossible or reasonably unlikely.

Section 6.06Payment Schedule. The Company shall prepare and deliver to Buyer in accordance with this Section 6.06 a spreadsheet reasonably satisfactory to Buyer and dated as of the Closing Date that accurately and completely sets forth the allocation of the Aggregate Consideration and Additional Cash Consideration in accordance with the terms and conditions of the Company Operating Agreement, the Amended and Restated Limited Liability Company Agreement of HRBeauty Team dated as of November 14, 2024 (the “HRBeauty Team LLC Agreement”), the HRBeauty Team Equity Plan and the applicable award agreements, as applicable, all of the information set forth on Exhibit E attached hereto and a funds flow memorandum setting forth applicable wire instructions (the “Payment Schedule”). At least five Business Days prior to the Closing, the Company shall deliver to Buyer a draft Payment Schedule setting forth in reasonable detail the Company’s good-faith estimates of the information therein requested as of the Closing and shall be prepared in accordance with the applicable provisions of the Company Operating Agreement and this Agreement. At least three Business Days prior to Closing, the Company shall deliver to Buyer the final form of the Payment Schedule setting forth the information requested as of the Closing and prepared in accordance with the applicable provisions of the Company Operating Agreement and this Agreement. All amounts and allocations set forth in the Payment Schedule shall be conclusive and binding upon the Company, the Company Unitholders and the members of HRBeauty Team and neither Parent, Buyer, nor after Closing, the Company shall have any obligation to verify the accuracy of the Payment Schedule. In the event of any inconsistency between the Payment Schedule and any provision of the Company Operating Agreement, the HRBeauty Team LLC Agreement, the HRBeauty Team Equity Plan or any other document, the Payment Schedule shall control in all respects. Notwithstanding anything to the contrary in this Agreement, the parties and the Sellers acknowledge and agree that Buyer and each of its Affiliates shall be entitled to rely on the Payment Schedule as setting forth a true, correct and complete listing of all items set forth therein, and neither Buyer nor any of its Affiliates shall have any liability or obligation to any Person, including the Sellers or the Sellers’ Representative, for any liabilities arising from or relating to errors, omissions or inaccuracies in calculating the portion of the Aggregate Consideration, Additional Cash Consideration or other amounts to be received by each Seller pursuant to this Agreement or any other errors, omissions or inaccuracy in the Payment Schedule. The Payment Schedule shall provide that each holder of Team Class P Units shall receive its Team Class P Units Pro Rata Share of HRBeauty Team’s Pro Rata Share of Aggregate Consideration and Additional Cash Consideration in lieu of HRBeauty Team receiving such amounts directly.

Section 6.07Payoff Letters and Invoices. The Company shall obtain and deliver to Buyer and the Debt Financing Sources no later than five (5) Business Days prior to the Closing Date, accurate and complete copies of: (a) customary payoff letters, in form and substance reasonably satisfactory to Buyer and the Debt Financing Sources (each, a “Payoff Letter”) with respect to any Indebtedness (x) for borrowed money of the Company, (y) that is guaranteed by the Company or (z) that is secured by a Lien on the Company Units or any asset or property of the Company, if any (any such Indebtedness, “Covered Indebtedness”); and (b) customary lien releases relating to the Covered Indebtedness in form and substance (in recordable form if applicable) sufficient to evidence the complete discharge and termination of all Liens relating to the Covered Indebtedness, including UCC-3 financing statements and intellectual property releases. In addition, the Company shall obtain and deliver to Buyer no later than two (2)

Business Days prior to the Closing Date, accurate and complete copies of invoices from each advisor or other service provider to the Company, dated no more than three (3) Business Days prior to the Closing Date, with respect to all Unpaid Company Transaction Expenses to be due and payable to such advisor or other service provider, as the case may be, as of such date (each, an “Invoice”).

Section 6.08Transfer of Teams Class O Unit and Excluded Assets. At least one day prior to the Closing, the Company shall have transferred the Team Class O Unit held by the Company to the Sellers’ Representative (or another Person designated by the Sellers’ Representative and reasonably acceptable to Buyer), such that as of immediately prior to the Closing the Company shall not own or hold any interest in HRBeauty Team. Notwithstanding anything to the contrary in this Agreement, at any time during the Interim Period, the Company shall be permitted to assign the Excluded Assets to Hailey Rhode Bieber or an Affiliate of Hailey Rhode Bieber, provided that the Sellers will be solely responsible for any Taxes and other costs, liabilities or obligations relating to such assignment and fully indemnify the Buyer and its Affiliates (including the Surviving Company after the Closing) for any such Taxes or other costs, liabilities or obligations; provided, further, that the assignment of the Assignable Trademarks (as defined in Schedule 1.01(c)) shall not prevent Buyer’s or any of its Affiliates’ right to use the rhode Trademark on a standalone basis for any purpose.

Section 6.09Interim Period Financial Statements. During the Interim Period, the Company shall use commercial reasonable efforts to prepare, have reviewed by the Company’s independent auditor and deliver to Buyer by no later than August 15, 2025, (a) the unaudited consolidated interim balance sheet of the Company as of each of the Balance Sheet Date and March 31, 2024 and the related unaudited consolidated interim statements of income, changes in members’ equity and cash flows for each of the three month periods ended on the Balance Sheet Date and March 31, 2024; and (b) the unaudited consolidated interim balance sheet of the Company as of June 30, 2025 and the related unaudited consolidated interim statements of income, changes in members’ equity and cash flows for the six month period ended on June 30, 2025 ((a) and (b) collectively, the “Interim Period Financial Statements”). The Interim Period Financial Statements shall be prepared in accordance with GAAP. During the Interim Period, the Company shall use commercial reasonable efforts to cooperate, and shall direct its independent auditors to reasonably cooperate, with Buyer in connection with the preparation of the Interim Period Financial Statements and any pro forma financial statements that are derived in part from the Interim Period Financial Statements or other financial statements of the Company and shall provide Buyer with a reasonable opportunity to consult with the Company and its Representatives, including its independent auditors, from time to time during the Interim Period, with respect to the progress of the preparation and review of such Interim Period Financial Statements or pro forma financial statements.

Article 7.
ADDITIONAL COVENANTS OF THE PARTIES

Section 7.01Reasonable Best Efforts.

(a)Upon the terms and subject to the conditions set forth in this Agreement and provided that at all times the provisions of Section 7.02 shall govern the matters set forth therein, Buyer, on the one hand, and the Company and Sellers, on the other hand, shall use reasonable best efforts to take all actions, and to do, or cause to be done all things, reasonably necessary, proper or advisable under Applicable Laws or contractual obligations to consummate and make effective the Transactions as promptly as reasonably practicable, including satisfaction, but not waiver, of the conditions to Closing set forth in Article 8.

(b)In furtherance of, and not in limitation of Section 7.01(a), as promptly as practicable after the execution of this Agreement, each party (i) shall make all filings and give all notices that are or may be required or advisable to be made and given by such party in connection with the Merger and the other Transactions and (ii) shall use reasonable best efforts to obtain all Consents which are or may be required to be obtained (pursuant to any Applicable Law, Contract, or otherwise) by such party in connection with the Merger and the other Transactions. Each party shall, upon request of another party and to the extent permitted by Applicable Law or applicable Contract, promptly deliver to such other party a copy of each such filing made, each such notice given and each such Consent obtained by it.

Notwithstanding the foregoing, nothing in this Agreement shall require Parent, Buyer, the Company or any Seller to agree to amend or modify any Contract or pay any fee to any third party or Governmental Authority (including filing or other fees payable to Governmental Authorities), or incur any costs and expenses of any third party resulting from the taking of any such actions or the doing of any such things, in each case, unless required by the express terms of any such Contract and except as expressly contemplated pursuant to this Agreement.

(c)Unless prohibited by a restraining order, preliminary or permanent injunction or other Order issued by any Governmental Authority of competent jurisdiction, if requested by Buyer in writing, within five (5) Business Days following the date the Company receives such notice, the Company shall exercise its rights pursuant to Section 6.11 of the Company Operating Agreement and execute this Agreement and the Written Consent on behalf of each Bring-Along Seller.

Section 7.02Regulatory Filings.

(a)In furtherance and not in limitation of the terms of Section 7.01(a) and Section 7.01(b), each of Buyer, the Sellers and the Company will, and will cause their respective Affiliates, if applicable, to the extent required in the reasonable judgment of counsel to Buyer and the Company, to use their respective reasonable best efforts to file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act as promptly as practicable following the date of this Agreement, but in no event later than twenty-five (25) Business Days after the date hereof. Each of Buyer, the Sellers and the Company will (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the others in the making of such filings, (B) use its respective reasonable best efforts to supply the others (or cause the others to be supplied) with any information that may be required in order to make such filings, (C) use its respective reasonable best efforts to supply (or cause the others to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing, form, or submission is made, (D) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the Merger and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the Merger, in each case as soon as practicable, and (E) where reasonably practicable, prior to independently participating in any material meeting or engaging in any substantive conversation with any Governmental Authority where such meeting or conversation is substantially related to any such filings or investigations relating thereto, provide notice to Sellers’ Representative (on behalf of the Sellers) or Buyer, as applicable, of such meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity for Sellers’ Representative (on behalf of the Sellers) or Buyer, as applicable, to attend or participate. Buyer (and its Affiliates, if applicable), on the one hand, and the Sellers’ Representative (on behalf of the Sellers) and the Company (and its Affiliates), on the other hand, will promptly inform the other of any communication from any Governmental Authority regarding the Merger in connection with such filings. If any party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger, then such party will use reasonable best efforts to make (or cause to be made), as soon as reasonably practicable and after consultation with the other parties, an appropriate response in response to such request. Notwithstanding the foregoing, in connection with the performance of each party’s respective obligations, Buyer, the Sellers and the Company may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 7.02(a) as “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of the materials (Buyer, the Sellers or the Company, as the case may be) or its legal counsel.

(b)(i) Following the meaningful consultation with and good faith consideration of the views of the Company and the Sellers’ Representative as contemplated by Section 7.02(a), Buyer shall have the exclusive right to make all strategic and tactical decisions as to the manner in which to obtain from any Governmental Authority under the HSR Act or any other applicable Antitrust Laws, and to determine any actions or non-actions, consents, approvals, authorizations, clearances or orders required to be obtained by Buyer, the Sellers or the Company or any of their respective Affiliates in connection with the consummation of the Transactions, (ii) Buyer and its Representatives shall have no obligation to share with the Sellers, the Sellers’ Representative, the Company or any of their respective Representatives (other than outside antitrust counsel) any nonpublic information, data or materials about any of the businesses or operations of Buyer and its Affiliates and (iii) the Sellers, the Sellers’ Representative and the Company will not, nor will they permit any of their respective Representatives to make any communications with, or proposals relating to, or enter into, any understanding, undertaking or agreement with, any Governmental Authority relating to the Transactions without Buyer’s prior review and approval. Any such provisions of information, rights to participate or consultations between the parties may be made on a counsel-only or outside counsel-only basis to the extent required under Applicable Law or as appropriate to maintain attorney-client or other privilege.

(c)Notwithstanding anything to the contrary in this Agreement, none of Parent, Buyer or any of their respective Subsidiaries shall be required to, offer, agree, commit, undertake, or otherwise take any action to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, Parent, Buyer, or any Subsidiary of any of the foregoing, or (ii) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, Parent, Buyer, or any Subsidiary of Parent or Buyer in any manner (together a “Restrictive Action”), in each case unless such Restrictive Action would not (A) materially reduce the benefits or advantages Buyer and/or its Affiliates expect to receive from the Transactions or (B) impact Buyer or any of its Affiliates (including, after the Closing, the Surviving Company) in a manner or amount that is material relative to the value of the Company. In addition, the Company may not offer, agree, commit, undertake, or become subject to any Restrictive Action without the prior written consent of Buyer. In addition, the Company may not offer, agree, commit, undertake, or become subject to any Restrictive Action without the prior written consent of Buyer; provided, that if requested by Buyer, the Company will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any Restrictive Action so long as such Restrictive Action is only binding on the Company in the event the Closing occurs.

Section 7.03Confidentiality; Public Announcements.

(a)Buyer (and its Affiliates) and the Company hereby acknowledge and agree to continue to be bound by the confidentiality provisions set forth in the Non-Disclosure Agreement until the Closing. Each Seller and the Sellers’ Representative agrees that such Person shall be bound by the terms and subject to the conditions of the Non-Disclosure Agreement during the Interim Period as if such Person was a party to the Non-Disclosure Agreement and a Recipient of Confidential Information (each as defined in the Non-Disclosure Agreement) thereunder.

(b)(1) Except with the prior written consent of Buyer, each Seller and the Sellers’ Representative agrees, for a period of five years following the Closing, to (i) keep confidential and not disclose (other than to its Representatives) with a bona fide need to know (provided that such Persons have agreed to or are otherwise bound by the confidentiality restrictions contained herein): (A) the terms and conditions and existence of this Agreement, any other Ancillary Agreements and the Transactions; and (B) all Company Confidential Information obtained by such Seller or its Representatives; and (ii) not to use any such Company Confidential Information in any manner whatsoever, except, in each case, to the extent that (x) any such information is reasonably necessary for enforcing such Seller’s or the Sellers’ Representative’s rights under this Agreement (or under any agreement entered into in connection with this Agreement) or is disclosed to any Governmental Authority in connection with any Proceeding involving a dispute between such Seller or the Sellers’ Representative, on the one hand, and Buyer, on the other; or (y) such Seller or the Sellers’ Representative is required by any Applicable Law, stock exchange or stock market requirement, or legal process, to divulge or disclose any such information (in which case the Seller or the Sellers’ Representative, as applicable, shall, to the extent legally permissible, promptly notify Buyer in advance of disclosing such information and use commercially reasonable efforts to cooperate with Buyer to limit such disclosure to the extent permitted under any Applicable Law); (2) except with the prior written consent of the Sellers’ Representative, Parent, Buyer and the Surviving Company agree, for a period of two years following the Closing, to (i) keep confidential and not disclose (other than to its Representatives) with a bona fide need to know (provided that such Persons have agreed to or are otherwise bound by the confidentiality restrictions contained herein) all Seller Confidential Information obtained by Parent, Buyer and the Company; and (ii) not to use any such Seller Confidential Information in any manner whatsoever other than for purposes of business or employment relationships with the applicable Seller or its Affiliate, except, in the case of each of (i) and (ii), to the extent that (x) any such information is reasonably necessary for enforcing Parent, Buyer or the Company’s rights under this Agreement (or under any agreement entered into in connection with this Agreement) or is disclosed to any Governmental Authority in connection with any Proceeding involving a dispute between a Seller, on the one hand, and Buyer or any of its Affiliates (including the Surviving Company), on the other; or (y) Parent, Buyer or the Surviving Company is required by any Applicable Law, stock exchange or stock market requirement, or legal process, to divulge or disclose any such information (in which case Buyer shall, to the extent legally permissible, promptly notify the applicable Seller in advance of disclosing such information and use commercially reasonable efforts to cooperate with the applicable Seller to limit such disclosure to the extent permitted under any Applicable Law); provided that, the foregoing obligations set forth in items (1) and (2) above shall not apply to information to the extent such information (I) is or becomes generally available to the public (including as a result of SEC reporting obligations), so long as such public disclosure is not as a result of any direct or indirect disclosure by the parties (not including Buyer’s SEC reporting obligations), (II) was received from a source other than the parties hereto or their respective Representatives; provided that in the case of (II), the source was not bound by a confidentiality obligation with or other contractual obligation with respect to such information, (III) was independently developed by the party or any of its Representatives without use of or reference to the Company Confidential Information, in the case of the Sellers, or the Seller Confidential Information, in the case of Parent, Buyer and the Company, or (IV) in respect of the obligations in (2) only, was known to, or was in the possession of, Buyer, Parent, the Company or any of their respective Representatives prior to receipt from a Seller or any of its Representatives without being subject to confidentiality restrictions with respect to such information.

(c)Buyer and the Company shall mutually agree in writing in advance with respect to the content of any initial press release concerning the Transactions. The Sellers and the Company, on the one hand, and Parent and Buyer, on the other hand, shall not, and each such party shall cause its respective Representatives not to, directly or indirectly, issue any press release or other public statement (including through social media and other online platforms) relating to the terms of this Agreement or the Transactions or use the other parties’ names or refer to the other parties directly or indirectly in connection with the relationship established hereby in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media or social media, whether or not in response to an inquiry, without the prior written approval of Buyer (in the case of a proposed communication by the Company or any Seller) or the Sellers’ Representative (in the case of a proposed communication by Parent or Buyer) (in each case, such approval not to be unreasonably withheld, conditioned or delayed) unless to the extent required by Applicable Law, in which case such party shall advise the other parties of any such requirement and the parties shall use reasonable best efforts to cause a mutually agreeable press release or other public statement to be issued. Notwithstanding anything herein or in the Non-Disclosure Agreement, (i) Parent and Buyer may issue such press releases or make such other public statements regarding this Agreement or the Transactions as Parent and Buyer may, in its reasonable discretion, determine after, to the extent practicable, consultation with the Sellers’ Representative, (ii) Parent and Buyer may make public statements with respect to this Agreement and the Transactions, including their effect on Parent’s and Buyer’s business and their financial projections, with investors, analysts and financing sources, including on its periodic earnings calls and in any “road show,” and any public disclosure as required by any Governmental Authority as Buyer may determine without prior consultation with the Sellers’ Representative, (iii) following the Closing Date, Buyer and Parent may make such public communications regarding this Agreement or the Transactions as Buyer or Parent may determine is reasonably appropriate; provided, that such communications shall not include any Seller Confidential Information and (iv) following the Closing Date, the Sellers may make such public communications regarding this Agreement or the Transactions as such Seller may determine is reasonably appropriate that are consistent with previous press releases of public announcements and other public disclosures made by Parent, Buyer or the Company in compliance with this Section 7.03; provided, that such communications shall not include any Company Confidential Information.

Section 7.04Indemnification of Directors and Officers.

(a)The Surviving Company shall, and Buyer shall cause the Surviving Company to, honor and fulfill in all respects for a period of at least six (6) years after the Closing, the obligations of the Surviving Company to Persons who on or prior to the Closing are or were directors, managers and/or officers of the Company (the “Company D&O Indemnified Parties”) pursuant to any exculpation, indemnification and or advancement of expenses provisions under the Company Operating Agreement as in effect as of the date of this Agreement and pursuant to any indemnification or other agreements between the Company and any such Company D&O Indemnified Party existing as of the date of this Agreement, in each case which true and complete copies of which have been made available to Buyer (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Closing whether asserted or claimed prior to, at or after the Closing (including in respect of any matters arising in connection with this Agreement and the Transactions); provided, however, that the foregoing obligations shall be subject to any limitation imposed by Applicable Law.

(b)As of the Closing, the Company shall obtain “tail” insurance policies with a claims period of six (6) years from the Closing Date (the “D&O Tail Policy”) on the existing policy of the Company’s directors’ and officers’ liability insurance, in a form mutually acceptable to the Company and Buyer (Buyer’s approval not to be unreasonably withheld, conditioned or delayed), covering claims arising from facts or events that occurred at or prior to the Closing (including in connection with this Agreement and the Transactions) and covering each Company D&O Indemnified Party who is covered as of the Closing by the D&O Tail Policy on terms with respect to coverage, retentions, deductibles, exclusions, and amounts that are no less favorable than those terms in effect on the date hereof on terms and conditions no less advantageous than the D&O Tail Policy. The D&O Tail Policy will be the primary obligor for any claims by the Company D&O Indemnified Parties under this Section 7.04, and the Company D&O Indemnified Parties shall seek recovery from the D&O Tail Policy (if and to the extent available) prior to seeking recourse from Parent, Buyer, the Surviving Company or their respective successors pursuant to the Company Indemnification Obligations. Buyer shall cause the Surviving Company and its successors and assigns not to cancel or reduce the D&O Tail Policy and continue to honor the obligations thereunder in accordance with its terms, to the extent permitted by Applicable Law, from and after the Closing. In the event that the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving company or entity of such consolidation or merger or (ii) transfers or conveys fifty percent (50%) or more of its properties and other assets to any Person (including by liquidation, dissolution or assignment for the benefit of creditors or similar action), then, and in each such case, the Surviving Company, as the case may be, shall cause proper provision to be made so that the applicable successors and assigns or transferees expressly assume the obligations set forth in this Section 7.04.

(c)The provisions of this Section 7.04 shall survive the Closing and are intended to be for the benefit of, and enforceable by, each Company D&O Indemnified Party and his or her heirs and personal representatives, each of whom is an intended third-party beneficiary of this Section 7.04, and nothing in this Agreement shall affect any indemnification rights that any such Company D&O Indemnified Party and his or her heirs and personal representatives may have under the Company Indemnification Obligations, including all amendments and/or restatements thereto, or any Contract or Applicable Law.

Section 7.05RWI Policy. Except in the case of Fraud, Buyer acknowledges and agrees that the RWI Policy to be obtained by Buyer at Buyer’s sole cost (whether or not such RWI Policy is actually obtained or is sufficient to cover the applicable Damages) shall be the sole and exclusive remedy of Buyer, Parent, and their respective Affiliates (including, from and after the Closing, the Surviving Company) and the Buyer Related Parties, in law, equity or otherwise, arising out of, or related to any inaccuracy or breach of any representation or warranty of the Sellers or the Company contained in this Agreement or in any certificates delivered with respect thereto, and Buyer, Parent, and their respective Affiliates (including, from and after the Closing, the Surviving Company), the Buyer Related Parties and the insurers under the RWI Policy shall have no recourse against any Seller or other Seller Related Party with respect thereto, except in the case of Fraud, Buyer agrees that it shall cause the RWI Policy to expressly exclude rights of subrogation, contribution, assignments and other rights of recovery against the Sellers and the other Seller Related Parties except in the case of Fraud (the “Subrogation Waiver”).

The Subrogation Waiver shall not be amended, restated, supplemented, modified or altered, or any terms thereof waived without the prior written consent of the Sellers’ Representative (which such consent shall be in Sellers’ Representative’s sole and absolute discretion). The failure of Buyers to obtain the RWI Policy shall not release Buyer of any of its obligations pursuant to this Agreement, including its obligation to consummate the Transaction.

Section 7.06Restrictions on Parent Stock; Shelf Registration.

(a)The Parent Stock issued pursuant to the terms of this Agreement will be issued in a transaction exempt from registration under the Securities Act (by reason of Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act) and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. The Parent Stock to be issued pursuant to the terms of this Agreement will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to the holder of such securities, which counsel and opinion are reasonably satisfactory to Parent, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. The Parent Stock issued hereunder shall, if certificated, bear an appropriate legend (or if held in book-entry form, will be noted) with respect to such restrictions.

(b)Prior to the Closing, Parent shall (i) prepare a shelf registration statement on Form S-3 or, if Form S-3 is not available to Parent, another appropriate form (including any amendments or supplements, the “Registration Statement”) and the prospectus (including any amendments or supplements, the “Prospectus”) forming part of the Registration Statement in compliance with Rule 415 under the Securities Act covering the resale on a continuous basis of all of the Registrable Securities from time to time after the Closing Date by and pursuant to any method or combination of methods legally available to the Holders of Registrable Securities and (ii) submit such Registration Statement to the Sellers’ Representative at least five (5) days prior to filing, for the Sellers’ Representative’s review and shall consider any reasonable comments of the Sellers’ Representative on such Registration Statement.

(c)Promptly (and in any event within three (3) Business Days) following the Closing Date, Parent shall file with the SEC, and use reasonable best efforts to cause to be declared effective as soon as reasonably practicable after filing, the Registration Statement (including the Prospectus forming part of the Registration Statement). Such Registration Statement shall be an “automatic resale registration statement” as defined pursuant to Rule 462(e) if Parent so qualifies, and to the extent Parent does not so qualify, Parent shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such Registration Statement is filed with the SEC. Parent shall use reasonable best efforts to cause the Registration Statement to be continuously effective (subject to Section 7.06(e)), and maintain and update the Registration Statement and the Prospectus as necessary, for a period of one year following the Closing Date or, if sooner, the date on which all shares of Parent Stock subject to the Registration Statement cease to be Registrable Securities hereunder.

(d)As a condition to its obligations under Section 7.06(b), Parent may require each Holder of Registrable Securities as to which any registration is being effected to (i) furnish Parent with such information regarding such Person that is necessary to satisfy the disclosure requirements relating to the registration and the distribution of such securities under the Securities Act and the rules and regulations promulgated thereunder as Parent may from time to time reasonably request in writing, including a properly completed and executed Selling Holder Questionnaire and (ii) promptly notify Parent in writing of any changes in the information set forth in the applicable Registration Statement after it is prepared regarding the Holder of Registrable Securities. The Registration Statement and Prospectus shall only include the Registrable Securities of holder of Parent Stock for whom Parent has received properly completed Selling Holder Questionnaires on or before the Closing Date.

None of the information supplied (or to be supplied) by or on behalf of any of the Holders of Registrable Securities for inclusion or incorporation by reference in the applicable Registration Statement or Prospectus will, at the time the Registration Statement is declared effective under the Securities Act (or with respect to any post-effective amendments or supplements thereto, at the time such post-effective amendments or supplements become effective under the Securities Act), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. For the purposes of this Section 7.06, a “Holder of Registrable Securities” refers solely to a holder of Registrable Securities as of or following the Closing Date.

(e)Parent shall have the right at any time, upon written notice (with immediate effect) to the Holders of Registrable Securities (each, a “Blackout Notice”), to (i) delay the filing of the Registration Statement or a request for acceleration of the effective date, or (ii) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to any Registration Statement in the event, in the case of clause (i) or (ii), that (A) Parent is or may be in possession of material non-public information, the disclosure of which, in the good faith judgment of Parent, in the Registration Statement would be harmful to the interests of Parent and its stockholders and the failure of which to disclose in the Registration Statement, in the good faith judgment of Parent’s outside legal counsel, would reasonably be expected to result in a violation of securities laws or (B) any other event occurs that, in the good faith judgment of Parent’s outside legal counsel, makes any statement of a material fact made in such Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in such Registration Statement in order to make the statements therein not misleading; provided, however, that Parent may not suspend the filing or effectiveness or use of the Registration Statement for more than forty-five (45) consecutive calendar days and not more than ninety (90) total calendar days in the aggregate, in each case during any twelve (12) month period. If Parent suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this Section 7.06(d), Parent shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Parent to do so, take such actions as may be reasonably necessary to file or reinstate the effectiveness of such Registration Statement and give written notice to all Holders of Registrable Securities authorizing them to resume sales pursuant to such Registration Statement. If as a result thereof the Prospectus included in any Registration Statement has been amended to comply with the requirements of the Securities Act, Parent shall enclose such revised Prospectus with the notice to Holders of Registrable Securities given pursuant to this Section 7.06(d), and the Holders of Registrable Securities shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised Prospectus. Parent need not specify the nature of the event giving rise to any delay or suspension in any notice to Holders of Registrable Securities and shall not include any material nonpublic information regarding the reason for the suspension in any such notice.

(f)Parent shall:

(i)provide written notice to each Holder of Registrable Securities within two Business Days of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;

(ii)use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as promptly as reasonably practicable;

(iii)pay all registration fees under the Securities Act, all printing expenses and all fees and disbursements of Parent’s legal counsel, Parent’s independent registered public accounting firm and any other persons retained by Parent, and any other expenses incurred by Parent, in connection with the performance of Parent’s obligations under this Section 7.06; and

(iv)use its reasonable best efforts, upon request of any Holder of Registrable Securities, to, subject to compliance with applicable securities laws, (A) cause the removal of the restrictive legends from any shares of Parent Stock being sold under the Registration Statement or pursuant to Rule 144 at the time of such sale of shares of Parent Stock and (B) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent for the Parent Stock in connection with the removal of such restrictive legends.

Section 7.07NYSE Listing. Prior to the Closing, Parent shall file a Supplemental Listing Application (or such other form as may be required by NYSE) with NYSE with respect to the shares of Parent Stock to be issued in connection with the Transactions and shall use reasonable best efforts to cause such shares to be approved for listing before the Closing Date.

Section 7.08Financing.

(a)Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and conditions (including any “flex” provisions in the Debt Commitment Letter) described in the Debt Commitment Letter (or on such other terms that are acceptable to both Buyer and the Debt Financing Sources to the extent in compliance with Section 7.08(c)), including using commercially reasonable efforts to: (i) subject to amendments, modifications or replacements of the Debt Commitment Letter permitted by clauses (c) and (d) below of this Section 7.08, maintain in effect the Debt Commitment Letter from the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, in each case, in accordance with the terms and subject to the conditions thereof; (ii) comply in all material respects with all conditions and covenants applicable to Buyer and within its control in the Debt Commitment Letter; (iii) negotiate and enter into definitive agreements with respect to the Debt Financing in an aggregate amount, when taken together with the cash and cash equivalents available to Parent, Buyer and each of their respective Subsidiaries, not less than the Required Amount; and (iv) satisfy all conditions to such definitive agreements that are applicable to Buyer and within its control and consummate the Debt Financing at or prior to the Closing, including using commercially reasonable efforts to enforce its rights under the Debt Commitment Letter and to cause the Debt Financing Sources to fund the Debt Financing.

(b)Upon the reasonable written request of the Sellers’ Representative, Buyer shall keep the Sellers’ Representative informed on a reasonably current basis and in reasonable detail of the status of its efforts to obtain the Debt Financing. Without limiting the generality of the foregoing, Buyer shall give the Sellers’ Representative prompt written notice (i) of any material default or material breach (or any event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material default or material breach) by any party to the Debt Commitment Letter or definitive document related to the Debt Financing of which Buyer becomes aware, (ii) of the receipt of any written notice or other communication from any Debt Financing Source with respect to any (A) actual or potential default, breach, termination or repudiation by any party to the Debt Commitment Letter or any definitive document related to the Debt Financing or (B) material dispute or disagreement between or among any parties to the Debt Commitment Letter or any definitive document related to the Debt Financing, and (iii) of the occurrence of an event or development that would reasonably be expected to have a material and adverse impact on the ability of Buyer to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter or the definitive documents related to the Debt Financing.

(c)Buyer shall not permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy available to it under, the Debt Commitment Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of the Debt Financing contemplated in the Debt Commitment Letter (including by changing the amount of fees to be paid or original issue discount), such that, when taken together with cash and cash equivalents available to Parent, Buyer and each of their respective Subsidiaries, the aggregate amount of Debt Financing would be less than the Required Amount, (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) materially delay or prevent the Closing or (B) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur or (iii) adversely impacts in any material respect the ability of Buyer to enforce its rights against the other parties to the Debt Commitment Letter. Any reference in this Agreement to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as amended or modified in compliance with this Section 7.08(c), and “Debt Commitment Letter” shall include such document as amended or modified in compliance with this Section 7.08(c).

(d)If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter and such portion of the Debt Financing is required for Buyer to consummate the Transactions, Buyer shall promptly notify the Sellers’ Representative and shall use its commercially reasonable efforts to arrange and promptly obtain alternative financing from alternative sources (including taking into account the flex provisions in the Debt Commitment Letter) which does not include any conditions to the consummation of such alternative financing that are materially more onerous, taken as a whole than the conditions set forth in the Debt Commitment Letter and in an amount, when taken together with any remaining portion of the Debt Financing and cash and cash equivalents available to Parent, Buyer and each of their respective Subsidiaries, not less than the Required Amount (the “Alternate Debt Financing”), and to obtain a new financing commitment letter with respect to such Alternate Debt Financing (together with any related fee letter, the “New Debt Commitment Letter”), a true, complete and correct copy of which shall be provided by Buyer (which, in the case of any associated fee letter, may be customarily redacted with respect to fee amounts, pricing and other economic terms that do not adversely affect availability or conditionality of the Alternate Debt Financing or reduce the amount of the Alternate Debt Financing) to the Sellers’ Representative promptly and in any event within one (1) Business Days after Buyer obtains it. In the event any New Debt Commitment Letter is obtained, (i) any reference in this Agreement to the “Debt Financing” shall mean, with respect to the Alternate Debt Financing, the debt financing contemplated by the New Debt Commitment Letter, and (ii) any reference in this Agreement to the “Debt Commitment Letter” shall be deemed to include both the Debt Commitment Letter to the extent not superseded by the New Debt Commitment Letter at the time in question and the New Debt Commitment Letter to the extent then in effect. Buyer acknowledges and agrees that the obtaining of the Debt Financing or any Alternate Debt Financing is not a condition to its obligations to consummate the Closing hereunder.

Section 7.09Financing Cooperation.

(a)Prior to the Closing, (x) with respect to the following clauses (v), (viii) and (ix), the Sellers and the Company shall, and shall cause each of the Company’s Subsidiaries (and use commercially reasonable efforts to cause the Representative) and (y) otherwise, the Sellers and the Company shall use, and shall use their commercially reasonable efforts to cause their respective Representatives to use, their commercially reasonable efforts, in each case, to provide to Buyer all customary cooperation that is reasonably requested in writing by Buyer in connection with the obtaining and arrangement of the Debt Financing, including by (i) causing appropriate senior management of the Company to participate in a reasonable number of lender meetings and due diligence presentations on a telephonic or other remote basis at reasonable times mutually agreed and upon reasonable prior notice to the Company, (ii) furnishing Buyer and the Debt Financing Sources with the financial information regarding the Company, including historical audited and un-audited annual and quarterly consolidated balance sheets and related statements of income and cash flow, (iii) assisting Buyer with Buyer’s preparation of (but not executing) any documents contemplated by the Debt Financing, any other customary definitive documents relating to the Debt Financing, any certificates and schedules related thereto and otherwise reasonably assist in facilitating the pledging of collateral contemplated by the Debt Financing as reasonably requested by Buyer, (iv) assisting Buyer and the Debt Financing Sources with the preparation of customary lender presentations, bank information memoranda and similar customary marketing documents in connection with the Debt Financing, (v) providing at least four (4) Business Days prior to the Closing Date, all documentation and other information about the Company that shall have been reasonably requested by the Debt Financing Sources in writing at least nine (9) Business Days prior to the Closing Date in connection with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act (it being understood and agreed that this clause (v) shall not be subject to any “commercially reasonable efforts” qualifier contained in this Section 7.09), (vi) timely delivering any required prepayment or redemption notices with respect to the Covered Indebtedness and providing any Payoff Letters with respect thereto in accordance with Section 6.07, (vii) taking reasonable corporation actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Debt Financing, (viii) prior to the Closing, the Company shall furnish to Buyer and its Debt Financing Sources the Required Information (it being understood and agreed that this clause (viii) shall not be subject to any “commercially reasonable efforts” qualifier contained in this Section 7.09) and (ix) provide executed authorization letters to the Debt Financing Sources authorizing the distribution to prospective lenders or investors (it being understood and agreed that this clause (ix) shall not be subject to any “commercially reasonable efforts” qualifier contained in this Section 7.09); provided, that other than as set forth in clauses (v), (viii) and (ix) above, that in no event shall the Company or Seller be required (A) to furnish any information (x) which is not prepared by the Company or Seller in the ordinary course of business, unless such information is readily available, customarily provided for debt financings or could be prepared by the Company or Seller without undue burden or expense, or (y) with respect to a month or fiscal period that has not yet ended or has ended less than 60 days prior to the date of such request or (B) to prepare any financial information in compliance with Regulation S-X.

(b)Notwithstanding anything to the contrary contained herein, nothing in this Section 7.09 shall require any such cooperation or assistance to the extent that it would: (i) require the Company or Seller or any of their respective Representatives to waive or amend any terms of this Agreement or agree to pay any commitment or other fees or reimburse any expenses prior to the Closing Date, or incur any liability or give any indemnities to any third party or otherwise commit to take any similar action, in each case, that is not contingent on the Closing or, in the case of normal costs, for which it is not reimbursed or indemnified by Buyer, in each case with respect to such reimbursement or indemnification, in accordance with, and subject to the limitations set forth in, clause (c) below; (ii) unreasonably interfere with the ongoing business or operations of the Company or Seller; (iii) require the Company or Seller to commit to take any corporate action or execute any documentation (other than with respect to authorization letters referred to in Section 7.09(a)(ix) that is effective prior to Closing), in each case, that is not contingent on the Closing; (iv) require the Company or Seller to take any action that would (A) conflict with, violate or result in a breach of or default under any organizational documents of the Company or Seller, any Material Contract or any Applicable Law, (B) require providing access to or disclosing information that the Company or Seller reasonably determines could jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, the Company, after using commercially reasonable efforts to provide such access or disclose such information in a manner that does not jeopardize such attorney-client privilege or other privilege or Seller or (C) require the Company or Seller to change any fiscal period prior to the Closing Date; (v) require any director, manager or equivalent of the Company or Seller to pass resolutions or consents to approve or authorize the execution of any debt financing or the creation of any agreements or documents (other than with respect to authorization letters referred to in Section 7.09(a)(ix) that is effective prior to Closing), or the taking of any actions, in each case in connection therewith, other than to the extent such director, manager or equivalent is continuing in such capacity immediately at and after the Closing; (vi) cause any representation and warranty in this Agreement to be inaccurate or breached; (vii) cause or result in any closing condition to fail to be satisfied; (viii) cause or result in the breach of this Agreement; (ix) require the Company or Seller to prepare or provide any pro forma financial information or any other financial information in a form or subject to a standard different than those provided to Buyer on or prior to the date hereof; (x) subject any director, manager, officer, employee or equity holder of the Company or Seller or any of their respective Affiliates to any actual or potential liability; (xi) require the Company or Seller or any of their respective Representatives to provide any quality of earnings assessment with respect to the business of the Company or Seller; or (xii) require the Company or Seller or any of their respective Representatives to deliver or cause to be delivered any legal opinion or accountants’ cold comfort letters or reliance letters.

(c)Buyer shall (i) promptly upon request by the Company, reimburse the Company or Seller, as applicable, for all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable, documented and out-of-pocket legal fees) incurred by the Company or Seller, as applicable, in connection with the cooperation or assistance contemplated by this Section 7.09, other than (A) any ordinary course amounts payable to employees or other Representatives of, or consultants to, the Company with respect to services provided prior to the Closing, (B) any amounts incurred in connection with the Payoff Letters and (C) any other amounts that would have been incurred in connection with the Transactions hereby notwithstanding the Debt Financing (including, for the avoidance of doubt, with respect to the preparation of historical financial statements required by this Agreement), and (ii) indemnify, defend and hold harmless the Company, the Sellers and their Representatives from and against any losses suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Buyer pursuant to this Section 7.09 and any information used in connection therewith, except to the extent resulting from the Company, the Seller and their Representatives’ bad faith, gross negligence or willful misconduct.

(d)The Company hereby consents to the customary use of the Company’s logos in connection with the Debt Financing; provided such logos shall be used (i) solely in a manner that is not intended or reasonably likely to harm or disparage any of the Company or its reputation or goodwill or (ii) in any other manner as reasonably approved by the Company.

Section 7.10Release.

(a)Effective for all purposes as of the Closing, each Seller, on behalf of itself and each of its agents, trustees, beneficiaries, directors, officers, Affiliates, Subsidiaries, estate, successors and assigns (each, a “Seller Releasing Party”), hereby irrevocably and unconditionally releases and forever discharges, to the fullest extent permitted by Applicable Law, the Company, Parent and Buyer and each of their respective Subsidiaries, affiliates, directors, officers, employees, representatives, agents, members, stockholders, successors, predecessors and assigns (each, a “Buyer Released Party” and collectively, the “Buyer Released Parties”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, suits, rights, demands, costs, Damages, debts and expenses (including attorneys’ fees and costs incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, existing or prospective (“Claims”), that such Seller Releasing Party now has or hereafter may have against any or all of the Released Parties, solely to the extent based on facts, whether or not now known, existing on or before the Closing and solely to the extent relating to the Company or its business or such Releasing Party’s status as a holder of any equity or debt of the Company (the “Seller Released Claims”).

(b)Effective for all purposes as of the Closing, each of Buyer and Parent, on behalf of itself, the Company, and each of their respective agents, trustees, beneficiaries, directors, officers, Affiliates, Subsidiaries, estate, successors and assigns (each, a “Buyer Releasing Party” and collectively, the “Buyer Releasing Parties” and, together with the Seller Releasing Parties, collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges, to the fullest extent permitted by Applicable Law, each Seller, and each of their respective Subsidiaries, affiliates, directors, officers, employees, representatives, agents, members, stockholders, successors, predecessors and assigns (each, a “Seller Released Party” and collectively, the “Seller Released Parties” and, together with Buyer Released Parties, collectively, the “Released Parties”) from any and all Claims that such Buyer Releasing Party now has or hereafter may have against any or all of the Seller Released Parties, solely to the extent based on facts, whether or not now known, existing on or before the Closing and solely to the extent relating to the Company and its business, including the pre-Closing operations of the Company (the “Buyer Released Claims” and, together with the Seller Released Claims, the “Released Claims”).

(c)Notwithstanding anything to the contrary contained in this Section 7.10, the Released Claims shall not include, and the Released Parties will remain liable to the Releasing Parties, with respect to, the liabilities and obligations, if any, they may have to the Releasing Parties, (i) pursuant to this Agreement, any Ancillary Agreement, any other agreement or document executed or delivered pursuant to or in connection with this Agreement or the Transactions, (ii) with respect to any Releasing Party that is or was an employee, consultant or other service provider of the Company, for any and all matters relating to such Person’s employment or engagement with the Company, (iii) any rights any Releasing Party may have to indemnification or advancement or reimbursement of expenses under any directors’ liability insurance policy, tail insurance policy or pursuant to the Company Operating Agreement, and (iv) for any claim for Fraud.

(d)Each of Buyer, Parent and each Seller hereby represents and acknowledges that it has read the release in this Section 7.10 and understands its terms, is providing this release knowingly, freely and without coercion and has been given an opportunity to ask questions of the Released Party’s representatives and to consult with independent legal counsel of its own choosing. Each of Buyer, Parent and each Seller further represents that in agreeing to the terms of this release by signing this Agreement, it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of any Released Party or anyone else with regard to the subject matter, basis or effect of this release or otherwise.

(e)Each of Buyer, Parent and each Seller hereby acknowledges that such party is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows:

EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

(f)Effective for all purposes as of the Closing, each of Buyer, Parent and each Seller waives and relinquishes on behalf of each Releasing Party any rights and benefits which such Releasing Party may have under Section 1542 or any similar statute or common law principle of any jurisdiction. Each of Buyer, Parent and each Seller acknowledges that it may hereafter discover facts in addition to or different from those which such party now knows or believes to be true with respect to the Released Claims, but it is such party’s intention to fully and finally and forever settle and release any and all matters, disputes and differences, known or unknown, suspected and unsuspected, which do now exist or may exist or heretofore have existed between any Releasing Party and any Released Party with respect to the Released Claims. In furtherance of this intention, the releases herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different facts.

Section 7.11Limitation on Acquisitions or Investments. During the Interim Period, neither Parent nor Buyer shall, and shall cause their respective Subsidiaries and Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a controlling interest in, any business or any corporation, partnership, association, or other business organization or division thereof, in each case, that operates in the industries in which the Company operates, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (a) materially increase the risk of any Governmental Authorities successfully seeking or entering an order prohibiting the consummation of the Transactions; (b) materially increase the risk of not being able to remove any such order on appeal or otherwise; or (c) otherwise prevent the consummation of the Transactions.

Article 8.
TAX MATTERS

Section 8.01Flow-Through Returns. The Sellers’ Representative shall prepare or cause to be prepared and file or cause to be filed any U.S. federal, state or local partnership income Tax Returns of the Company (“Flow-Through Returns”) for the Company for all periods ending on or prior to the Closing Date that are filed after the date hereof (such Flow-Through Returns, the “Seller Tax Returns”). Such Flow-Through Returns will be prepared in accordance with the past practice of the Company except as required by Applicable Law and in accordance with Applicable Law at a “more likely than not” or higher standard; provided, however, that no pass-through entity election or other election to cause the Company to bear or pay any Taxes of or attributable to the Sellers shall be made. The Sellers’ Representative shall provide Buyer with a draft of any Seller Tax Return at least thirty (30) days prior to the due date for such Tax Return (taking into account any extensions) for Buyer’s review and shall consider in good faith any comments provided by Buyer. In addition, any item or other aspect (including for the avoidance of doubt any reporting position, election, or accounting method) of or reflected on such Tax Return that could reasonably be expected to give rise to any liability for or adversely affect Buyer or its Affiliates shall be subject to Buyer’s approval, which approval shall not be unreasonably withheld. The Sellers’ Representative shall ensure that (i) the Flow-Through Returns properly report income and loss and other partnership items to HRBeauty Team for those periods during which HRBeauty Team held Company Units, (ii) all income Tax Returns of HRBeauty Team are prepared in accordance with Applicable Law, the Flow-Through Returns and this Agreement and are timely filed, (iii) HRBeauty Team remains in existence as a partnership for U.S. federal and applicable state and local income Tax purposes through such time as all payments of Additional Cash Consideration have been made or it has been determined that no additional payments of Additional Cash Consideration will be made, and (iv) any Team Class P Units in respect of which payments are directed by HRBeauty Team to be made by Buyer under Article 2 remain outstanding as partnership interests therein. The Flow-Through Returns shall be prepared consistently with the analysis described in Section 8.11.

Section 8.02Cooperation on Tax Matters. Buyer and the Sellers’ Representative shall cooperate, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any Tax Contest.

Buyer, the Company (after the Closing) and the Sellers shall retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates shall be required to disclose to the Sellers’ Representative or the Sellers any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates.

Section 8.03Contest Provisions. If, subsequent to the Closing, Parent or the Company receives notice of an income Tax Contest with respect to any Flow-Through Return for the Company for all periods ending on or prior to the Closing Date, then, Parent promptly shall notify the Sellers’ Representative of such notice. The Sellers’ Representative shall control the defense of any such Tax Contest (a “Seller Tax Contest”). The Sellers’ Representative shall (i) keep Buyer fully informed of the progress of any such Seller Tax Contest, (ii) provide Buyer with the opportunity to participate (with its own counsel) in any such Seller Tax Contest at Buyer’s own expense to the extent such Seller Tax Contest could reasonably be expected to give rise to any liability for or adversely affect Buyer or its Affiliates, and (iii) without the prior written consent of Buyer, which shall not be unreasonably withheld, not settle or otherwise resolve, either administratively or after the commencement of litigation, any such Seller Tax Contest to the extent such Seller Tax Contest could reasonably be expected to give rise to any liability for or adversely affect Buyer or its Affiliates.

Section 8.04Straddle Period. For purposes of the determination of “Pre-Closing Income Taxes”: in the case of any Straddle Period, the amount of any Income Taxes of the Company that relate to the portion of the Straddle Period ending on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date.

Section 8.05Certain Tax Elections.

(a)Unless otherwise agreed in writing by the Sellers’ Representative and Buyer, the Company shall make an election under Section 6226(a) of the Code (or any successor or comparable election under federal Tax law and any similar provision of state, local or non-U.S. Applicable Law) for any Pre-Closing Tax Period and the Sellers’ Representative and the Sellers shall, and shall cause their Affiliates to, take any actions such as filings, disclosures and notifications necessary to effectuate such election or elections.

(b)The Company shall have in place or make an election under Section 754 of the Code (and any corresponding provision of state or local Applicable Law) with respect to any tax period that includes the Closing Date.

Section 8.06Transfer Taxes. All transfer, stamp, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes) incurred in connection with this Agreement and the Transactions (“Transfer Taxes”) will be borne 50% by Buyer and 50% by the Sellers (excluding, for the avoidance of doubt, any such Taxes incurred in connection with the assignment of the Excluded Assets). The Person that is required by Applicable Law to file any Tax Returns required to be filed in connection with any Transfer Taxes shall prepare and file in a timely manner all necessary documents (including, but not limited to, all Tax Returns) with respect to such Transfer Taxes. The Sellers’ Representative and Buyer shall reasonably cooperate in connection with the preparation and filing of such Tax Returns and, if required by Applicable Law, join in the execution of such Tax Returns.

Section 8.07Intended Tax Treatment and Purchase Price Allocation.

(a)Buyer and the Sellers agree that for U.S.

federal (and applicable state and local) income Tax purposes, (i) Buyer’s acquisition of the Company is intended be treated in accordance with IRS Revenue Ruling 99-6, Situation 2 such that, as to Buyer, such acquisition shall be treated as a taxable purchase of all of the assets of the Company and, as to the Sellers, such acquisition shall be treated as a sale of partnership interests in the Company, (ii) the Company shall terminate as a partnership under Section 708 of the Code as of the Closing Date, (iii) any payments of the Additional Cash Consideration to the Sellers are intended to be treated as additional consideration paid for the Company Units, (iv) at no time has the Company been treated as or will the Company be treated as a partner in HRBeauty Team, and (v) any payments made by Buyer to the holders of Team Class P Units pursuant to Section 2.07(b) or otherwise in connection with this Agreement are for administrative convenience only and at the direction of HRBeauty Team and shall be treated as paid to HRBeauty Team in its capacity as a Seller and then distributed by HRBeauty Team to such holders of Team Class P Units in respect of their Team Class P Units.

(b)Buyer and the Sellers agree to allocate the Aggregate Consideration and Additional Cash Consideration, if applicable (and any other amounts treated as consideration for the assets of the Company for applicable tax purposes) among the assets of the Company in accordance with the methodology set forth on Exhibit F (such allocation, the “Allocation” and such methodology, the “Allocation Methodology”). Within sixty (60) days following the determination of the Aggregate Consideration under Section 2.12, Buyer shall deliver to the Sellers’ Representative a draft Allocation prepared consistently with the Allocation Methodology. The Sellers’ Representative shall have sixty (60) days following the receipt of the Allocation to review and comment in writing on the Allocation. If the Sellers’ Representative does not object as contemplated by the following sentence to the Allocation during such period, the Allocation, as prepared by Buyer, shall become final and binding on the Parties. If the Sellers’ Representative notifies Buyer in writing within sixty (60) days following the receipt of such Allocation that the Sellers’ Representative objects to any items reflected in such Allocation (which shall include the basis for any such objection, in reasonable detail, and proposed changes), Buyer and the Sellers’ Representative shall discuss such disputed items in good faith; provided, however, that if Buyer and the Sellers’ Representative are unable to resolve any dispute with respect to the Allocation within sixty (60) days following the delivery of Allocation to the Sellers’ Representative, the disputed items shall be resolved by the Designated Accounting Firm, based on the same procedures and principles set forth in Section 2.12(b)(v), mutatis mutandis, and in any case consistently with the Allocation Methodology, and such determination shall be final, conclusive and binding upon the Parties.

(c)To the extent amounts are paid to Sellers under Section 2.12, such amounts shall be treated as adjustments to the Aggregate Consideration for U.S. federal (and applicable state and local) tax purposes and the Allocation shall be updated consistently with the Allocation Methodology and the procedures set forth in Section 8.07(b).

(d)Buyer, the Company and the Sellers shall each (and their respective Affiliates shall) prepare and file all Tax Returns in a manner consistent with the Tax treatment described in Section 8.07(a) and the Allocation, as determined pursuant to Section 8.07(b).

Section 8.08Section 1446(f) Statement. At least twenty (20) Business Days prior to the Closing Date, UK Seller shall deliver to Buyer a statement meeting all the requirements of Treasury Regulations Section 1.1446(f)-2(c)(4) and setting forth the determination date, as determined by UK Seller, and UK Seller’s (i) adjusted basis in its Company Units, (ii) amount to be realized in respect of its disposition of its Company Units pursuant to this Agreement, (iii) outside ordinary and capital gain in respect thereof that would be recognized and treated as effectively connected gain under Treasury Regulations Section 1.864(c)(8)-1(b), (iv) maximum tax liability and (v) share of partnership liabilities of the Company determined pursuant to Treasury Regulations Sections 1.1446(f)-2(c)(2) and 2(c)(4)(iii) (such statement, the “Section 1446(f) Statement”). UK Seller shall reflect any reasonable comments received from Buyer.

Section 8.09Post-Closing Actions. After the Closing, Buyer (and any of its Affiliates, including the Surviving Company) shall not, without the prior written consent of the Sellers’ Representative, which shall not be unreasonably withheld: (a) amend any previously filed Flow-Through Returns of the Company for any Tax period ending on or before the Closing Date; (b) make any Income Tax election with respect to any Flow-Through Return for any Tax period ending on or before the Closing Date; or (c) initiate discussions or examinations with any Tax Authority regarding items that would be reflected on a Flow-Through Return with respect to any Pre-Closing Tax Period.

For the avoidance of doubt, in the event that, between the Closing Date and the time of the final determination of the Aggregate Consideration under Section 2.12, Buyer files any income Tax Returns for a Pre-Closing Tax Period of the Company in a manner inconsistent with past practice, files any Income Tax election with respect to the Company for a Pre-Closing Tax Period, or makes any voluntary disclosures relating to Income Taxes of the Company to a Tax Authority, in each case, in a manner inconsistent with the final analysis prepared in accordance with Section 8.11, Taxes resulting from any such action shall be disregarded for purposes of determining the amount of Pre-Closing Income Taxes.

Section 8.10Tax Classification of the Company. Notwithstanding anything to the contrary herein, the Company shall not file, or cause to be filed, any entity classification election to treat the Company as other than a partnership for U.S. federal (or applicable state or local) income tax purposes for any Pre-Closing Tax Period (including the Closing Date).

Section 8.11State Non-Resident Withholding Tax Amount. No later than ten (10) days after the date hereof, the Company shall engage an accounting firm commonly considered as one of the "Big 4" or such other nationally recognized accounting firm that is reasonably acceptable to Buyer to analyze the Company’s state and local income Tax Return and Income Tax payment (including non-resident withholding Tax payment) obligations for Tax years or portions thereof beginning on or after January 1, 2024, through the Closing Date. The Company shall keep Buyer fully informed of the status of such analysis and shall provide any additional information requested by Buyer in connection therewith and shall provide Buyer an opportunity to review any drafts prior to the finalization of such analysis and the issuance of a report reflecting such analysis. Such analysis shall be completed at least ten (10) days prior to the Closing Date and shall be used as the basis for the determination of the amount of Pre-Closing Income Taxes to be included in Closing Indebtedness.

Article 9.
CONDITIONS TO THE TRANSACTIONS

Section 9.01Conditions to the Obligations of Each Party. The obligations of each party to consummate the Transactions are subject to the satisfaction (or, to the extent permitted by Applicable Law, written waiver by each of the Sellers’ Representative and Buyer) of the following conditions:

(a)Requisite Equityholder Approval. The Requisite Equityholder Approval shall be in full force and effect.

(b)Governmental Approvals. (i) Any applicable waiting period (or extensions thereof) under the HSR Act relating to the Transactions shall have expired or been terminated and (ii) any applicable waiting period (or extensions thereof) or approvals under each other applicable Antitrust Law relating to the Transactions shall have expired, been terminated or been obtained and be in full force and effect.

(c)No Injunction; No Legal Impediment. No temporary restraining order, preliminary or permanent injunction or other Proceeding or Order pending or issued by any Governmental Authority of competent jurisdiction shall be pending or in effect which restrains, enjoins or otherwise prohibits, or seeks to restrain, enjoin or otherwise prohibit, the consummation of the Merger on the terms contemplated herein, and no Applicable Law shall have been enacted or be deemed applicable to the Merger (each of the foregoing, a “Restraint”) that makes consummation of the Merger illegal or restrains, enjoins or otherwise prohibits the consummation of the Merger.

(d)Share Listing. The shares of Parent Stock to be issued in connection with the Transactions shall have been approved for listing on the NYSE, subject to official notice of issuance; provided, that Buyer shall only be entitled to rely upon this Section 9.01(d) if Parent has complied with its obligations under Section 7.07.

Section 9.02Conditions to the Obligations of Parent, Buyer and Merger Sub. The obligations of Parent, Buyer and Merger Sub to consummate the Transactions are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Buyer), at or prior to the Closing, of the following further conditions:

(a)Representations and Warranties. Each of the representations and warranties made by each Seller and the Company in this Agreement, other than the Company Fundamental Representations and the Seller Fundamental Representations, shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date), in each case, without giving effect to any “Company Material Adverse Effect” or other materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties, except where the failure of any such representations and warranties to be true and correct (without giving effect to any “Company Material Adverse Effect” or other materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties) does not constitute a Company Material Adverse Effect or would not reasonably be expected to prevent or materially impede the ability of the Company or any Seller to consummate the Transactions. Each of (i) the Company Fundamental Representations made by the Company in this Agreement (other than those set forth in Section 3.05(a) and (b)) and (ii) the Seller Fundamental Representations made by each Seller in this Agreement, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date), in each case, without giving effect to any “Company Material Adverse Effect” or other materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties. Each of the representations made by the Company in Section 3.05(a) and (b) of this Agreement shall be true and correct in all respects (other than for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date), in each case, without giving effect to any “Company Material Adverse Effect” or other materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties.

(b)Covenants. Each of the covenants and obligations that the Company and the Sellers are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

(c)Consents. Each of the Consents set forth in Section 9.02(c)(i) of the Company Disclosure Schedules shall have been obtained in form and substance reasonably satisfactory to Buyer and shall be in full force and effect and each of the Liens set forth in Section 9.02(c)(ii) of the Company Disclosure Schedules shall have been completely discharged and terminated.

(d)No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

(e)Executed Agreements and Certificates. Buyer shall have received the following agreements and documents, each of which shall be in full force and effect:

(i)the Escrow Agreement, executed by the Sellers’ Representative and the Escrow Agent;

(ii)the Service Agreements, executed by each Key Services Provider;

(iii)the Non-Competition Agreements, executed by each Restricted Holder;

(iv)a certificate executed on behalf of the Company by its Chief Executive Officer (the “Company Closing Certificate”) containing representations and warranties of the Company to the effect that the conditions set forth in Sections 9.02(a), 9.02(b) and 9.02(d), have been duly satisfied; (v)written resignations, in a form reasonably satisfactory to Buyer, of all the managers and officers of the Company, to be effective as of the Closing;

(vi)a certificate from the Secretary of State of the State of Delaware, dated within three (3) Business Days prior to the Closing Date, certifying that the Company is in good standing and all applicable franchise Taxes and fees of the Company through and including the Closing Date have been paid;

(vii)the Lock-Up Agreements, executed by each of the Lock-Up Holders;

(viii)Investor Questionnaires, duly completed and executed by each Seller and each holder of Team Class P Units; provided, that, failure to deliver an Investor Questionnaires by any holder of Team Class P Units shall not constituted a failure of this condition but shall permit Parent the right to substitute cash for shares of Parent Stock (based on the Parent Stock Price) for each holder of Team Class P Units that fails to submit an Investor Questionnaire;

(ix)a selling holder questionnaire in the form of Exhibit G attached hereto (each, a “Selling Holder Questionnaire” and, collectively, the “Selling Holder Questionnaires”), duly completed and executed by each Seller and each holder of Team Class P Units; provided, that, failure to deliver a Selling Holder Questionnaire by any Seller or holder of Team Class P Units shall not constituted a failure of this condition but shall permit Parent the right to not include in the Registration Statement the Parent Stock of each Seller and Team Class P Units that fails to submit a Selling Holder Questionnaire;

(x)Profits Interest Acknowledgments in the form of Exhibit H attached hereto (each, a “Profits Interest Acknowledgment”), executed by each holder of Team Class P Units; provided, that, so long as no more than two (2) holders of Team Class P Units fail to deliver a Profits Interest Acknowledgment, the failure of such holders of Team Class P Units shall not constitute a failure of this condition but shall permit the Paying Agent the right to withhold the Aggregate Consideration and Additional Cash Consideration otherwise payable to such holders of Team Class P Units that fail to submit a Profits Interest Acknowledgments until such time that such Team Class P Units submits a Profits Interest Acknowledgment;

(xi)from the Company, a properly completed and executed certificate satisfying the requirements of Treasury Regulations Section 1.1445-11T(d)(2)(i), dated as of the Closing Date; and

(xii)(A) from each Seller (other than UK Seller), HRBeauty Team and each holder of Team Class P Units, a properly completed and executed IRS Form W-9; and (B) from UK Seller, a correctly completed and duly executed certification of maximum tax liability satisfying the requirements of Treasury Regulations Section 1.1446(f)-2(c)(4) and prepared in accordance with the Section 1446(f) Statement and the appropriate IRS Form W-8.

Notwithstanding anything in this Agreement to the contrary, the receipt of the certificates and forms described in Section 9.02(e)(xi) and Section 9.02(e)(xii) shall not be a condition to Parent, Buyer’s and Merger Sub’s rights to consummate the Transaction, but if such certificates and forms are not received, Parent, Buyer and Merger Sub shall have the right to withhold in accordance with Section 2.08.

(f)Employees. As of immediately prior to the Closing, (i) each Key Services Provider shall have accepted their applicable Service Agreement with Buyer or one of its Subsidiaries and shall not have revoked his or her acceptance or evidenced any specific overt intention to terminate his or her service provider relationship with Buyer or its applicable Subsidiary immediately following the Closing, and (ii) at least 75% of the independent contractors designated by Buyer as potential Continuing Service Providers and other employees of the Company shall remain employed or engaged by the Company and shall not have evidenced in writing any intention to terminate employment or engagement with Buyer or any Affiliate of Buyer, as applicable, following the Closing; provided, that with respect to clause (ii), any employee that has been replaced with a similarly qualified and situated employee shall not be counted against the required threshold.

(g)Related Party Transactions. All Contracts between the Company, on the one hand, and any Related Person, on the other hand (other than (i) the Ancillary Agreements, (ii) any Contract relating to employment (other than with any Key Service Provider) entered into in the ordinary course of business, on commercially reasonable terms established on an arm’s-length basis (including non-compete and non-solicitation agreements, confidentiality and inventions assignment agreements, and other employment related agreements) and (iii) the Contracts set forth on Section 9.02(g) of the Company Disclosure Schedules) shall have been terminated.

Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that the obtaining of any financing is not a condition to the Merger or the Closing and reaffirms its obligation to consummate the Merger and the Transactions irrespective and independently of the availability of any financing subject to the applicable conditions set forth in Section 9.01 and this Section 9.02.

Section 9.03Conditions to the Obligations of the Company and the Sellers. The obligations of the Sellers and the Company to consummate the Transactions are subject to the satisfaction (or, to the extent permitted by Applicable Law, written waiver by the Sellers’ Representative) of the following further conditions:

(a)Representations and Warranties. Each of the representations and warranties made by Buyer in this Agreement, other than the Buyer Fundamental Representations, shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date), in each case, without giving effect to any materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties, except where the failure of any such representations and warranties to be true and correct (without giving effect to any materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties) would not reasonably be expected to prevent or materially impede the ability of Parent, Buyer or Merger Sub to consummate the Transactions. Each Buyer Fundamental Representation made by Buyer in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date), in each case, without giving effect to any materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties.

(b)Covenants. Each of the covenants and obligations that Parent, Buyer and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

(c)Executed Agreements and Certificates. The Sellers shall have received the following agreements and documents, each of which shall be in full force and effect:

(i)the Escrow Agreement, executed by Buyer and the Escrow Agent; and

(ii)a certificate executed on behalf of Parent, Buyer and Merger Sub by its authorized representative and containing the representation and warranty of Parent, Buyer and Merger Sub that the conditions set forth in Sections 9.03(a) and 9.03(b) have been duly satisfied.

Article 10.
TERMINATION

Section 10.01Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing (notwithstanding any approval of this Agreement by the holders of Company Securities):

(a)by mutual written agreement of the Sellers’ Representative and Buyer;

(b)by either the Sellers’ Representative or Buyer, if the Merger has not been consummated on or before September 25, 2025 (the “End Date”); provided, that the right to terminate this Agreement pursuant to this Section 10.01(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Merger to be consummated by such time;

(c)by either the Sellers’ Representative or Buyer, if a Governmental Authority shall have issued any Order or taken any other action, in each case, which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Merger;

(d)by Buyer, if there shall have occurred a Company Material Adverse Effect;

(e)by Buyer, if (i) any representation or warranty of the Company or the Sellers contained in this Agreement shall be inaccurate such that the condition set forth in Section 9.02(a) would not be satisfied, or (ii) the covenants or obligations of the Company or the Sellers contained in this Agreement shall have been breached in any material respect such that the condition set forth in Section 9.02(b) would not be satisfied; provided, however, that if an inaccuracy or breach is curable by the Company or the applicable Seller during the 15-day period after Buyer notifies the Sellers’ Representative in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Buyer may not terminate this Agreement under this Section 10.01(e) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period unless the Company and the applicable Seller is no longer continuing to exercise commercially reasonable efforts to cure such inaccuracy or breach; provided, however, that the right to terminate this Agreement pursuant to this Section 10.01(e) shall not be available to Buyer if Buyer is then in breach of any of their representations, warranties, agreements or covenants contained herein and such breach would result in the failure of any condition set forth in Section 9.03(a) or Section 9.03(b);

(f)by the Sellers’ Representative, if (i) any representation or warranty of Buyer contained in this Agreement shall be inaccurate such that the condition set forth in Section 9.03(a) would not be satisfied, or (ii) the covenants or obligations of Parent, Buyer or Merger Sub contained in this Agreement shall have been breached in any material respect such that the condition set forth in Section 9.03(b) would not be satisfied; provided, however, that if an inaccuracy or breach is curable by Parent, Buyer or Merger Sub during the 15-day period after the Sellers’ Representative notifies Buyer in writing of the existence of such inaccuracy or breach (the “Buyer Cure Period”), then the Sellers’ Representative may not terminate this Agreement under this Section 10.01(f) as a result of such inaccuracy or breach prior to the expiration of Buyer Cure Period unless Buyer is no longer continuing to exercise commercially reasonable efforts to cure such inaccuracy or breach; provided, however, that the right to terminate this Agreement pursuant to this Section 10.01(f) shall not be available to the Sellers’ Representative if the Company or Sellers are then in breach of any of their representations, warranties, agreements or covenants contained herein and such breach would result in the failure of any condition set forth in Section 9.03(a) or Section 9.03(b); or

(g)by the Sellers’ Representative, if (i) all of the conditions set forth in Section 9.01 and Section 9.02 have been, and continue to be, satisfied (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing) or, to the extent permitted by Applicable Law, waived; (ii) Buyer shall have failed to consummate the Merger by the time the Closing was required to occur under Section 2.04; (iii) the Company and the Sellers’ Representative have irrevocably notified Buyer in writing that, if Buyer performs its obligations hereunder and the Debt Financing is funded, the Company and the Sellers stand ready, willing and able to consummate, and will consummate, the Merger; (iv) the Company shall have given Buyer written notice at least five (5) Business Days prior to such termination stating the Company’s and Sellers’ intention to terminate this Agreement pursuant to this Section 10.01(g); and (v) the Merger shall not have been consummated by the end of such five (5) Business Day period.

The party desiring to terminate this Agreement pursuant to this Section 10.01 (other than pursuant to Section 10.01(a)) shall give a notice of such termination to the other party setting forth a brief description of the basis on which such party is terminating this Agreement.

Section 10.02Reverse Termination Fee.

(a)In the event that this Agreement is validly terminated pursuant to (i) Section 10.01(g) or (ii) Section 10.01(b) or Section 10.01(f) and, at the time of such termination, the Sellers’ Representative would have been entitled to terminate this Agreement under Section 10.01(g), then, within five (5) Business Days following Buyer’s receipt of notice of such termination, Buyer shall pay, or cause to be paid, to the Company an amount equal to $65,000,000 in cash by wire transfer of same-day funds (the “Reverse Termination Fee”) to an account designated in writing by the Sellers’ Representative.

(b)Notwithstanding anything to the contrary set forth in this Agreement (including this Article 10), each of the parties expressly acknowledges and agrees that in the event that this Agreement is validly terminated under circumstances where the Reverse Termination Fee is due and payable, the receipt by the Company of the Reverse Termination Fee, shall be the sole and exclusive remedy of the Seller Related Parties against the Buyer Related Parties (including, for the avoidance of doubt, any Debt Financing Source), and shall be deemed to be liquidated damages for, any and all losses or Damages of any kind (whether in tort, contract or otherwise) suffered or incurred by the Seller Related Parties arising out of, relating to, or in connection with this Agreement (and the termination hereof), the Ancillary Agreements, any of the Transactions (and the abandonment thereof), any breach (whether willful, intentional, unilateral or otherwise) of any covenant or agreement or otherwise in respect of this Agreement, the Ancillary Agreements or any oral representation made or alleged to be made in connection herewith or therewith, or any matter forming the basis for such termination, including for a breach of Section 2.04 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Financing or the commitments therefor or in respect of any oral representation made or alleged to be made in connection herewith or therewith, and none of the Seller Related Parties or any other Person shall be entitled to bring or maintain, and the Company and the Sellers shall not permit any Seller Related Party to bring or maintain, any claim, action or Proceeding against Buyer or any other Buyer Related Party (including, for the avoidance of doubt, any Debt Financing Source) arising out of, relating to, or in connection with, this Agreement, the Ancillary Agreements, any of the Transactions (and the abandonment thereof), any breach (whether willful, intentional, unilateral or otherwise) of any covenant or agreement or otherwise in respect of this Agreement, the Ancillary Agreements or any oral representation made or alleged to be made in connection herewith or therewith, or any matter forming the basis for such termination, including for a breach of Section 2.04 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Financing or the commitments therefor or in respect of any oral representation made or alleged to be made in connection herewith or therewith. Notwithstanding anything to the contrary contained in this Agreement, for the avoidance of doubt, in no event shall any Debt Financing Source be required to pay any portion of the Reverse Termination Fee.

(c)The parties hereto acknowledge and agree that the agreements contained in this Section 10.02 are an integral part of the Transactions, and that, without these agreements, the Company and the Sellers would not have entered into this Agreement. If Buyer fails to promptly pay all or any portion of the Reverse Termination Fee when due and the Reverse Termination Fee is subsequently adjudicated by final and non-appealable determination of a court of competent jurisdiction to be due and payable, Buyer shall pay the Company’s reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Proceeding to enforce this Section 10.02 that results in a final and non-appealable judgment against Buyer for payment of the Reverse Termination Fee, together with interest on the overdue amount of the Reverse Termination Fee (for the period commencing as of the date that such overdue amount was originally required to be paid pursuant to Section 10.02(a) and ending on the date that such overdue amount is actually paid in full), at a rate per annum, compounded monthly, equal to the Prime Rate (as reported in the print edition of The Wall Street Journal, Eastern Edition, on the date such payment was required to be paid (or, if unavailable, on the latest date prior to the payment due date on which such rate is available)), or such lesser rate per annum that is the maximum permitted under Applicable Law.

If the Company or the Sellers’ Representative initiates a Proceeding against Buyer to recover the Reverse Termination Fee and such Proceeding results in a final and non-appealable judgment in favor of Buyer, the Company shall pay Buyer’s reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) in connection with its defense in such Proceeding.

(d)Each of the parties further acknowledges that the payment of the Reverse Termination Fee specified in this Section 10.02, as applicable, is not a penalty, but is liquidated damages in a reasonable amount that will compensate such other parties, as applicable, in the circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision. In the event this Agreement is terminated for any reason at a time when the Company would be entitled to receipt of the Reverse Termination Fee, the Company shall be entitled to such amount at such time; provided that in no event shall Buyer be required to pay the Reverse Termination Fee on more than one occasion. Notwithstanding anything to the contrary in this Agreement, each of the Sellers and the Company will be entitled to seek an injunction or specific performance as provided in Section 12.03, except that, although each of the Sellers and the Company, in their respective sole discretion, may determine its choice of remedies under this Agreement, including by pursuing specific performance in accordance with, and subject to the applicable limitations in, Section 12.03, under no circumstances shall any of the Sellers, the Company or any Seller Related Party, either individually or collectively, be permitted or entitled to receive (i) both (A) a grant of specific performance of the obligation to close or other form of equitable relief ordering Buyer to consummate the Closing as contemplated by Section 12.03 or otherwise and (B) any monetary damages, including all or any portion of the Reverse Termination Fee, based on Buyer's failure to consummate the Closing; provided, that for the avoidance of doubt, if the Company or Sellers seek specific performance and are either unsuccessful or subsequently drop such pursuit and irrevocably waive their right to seek specific performance, Buyer shall promptly pay the Company the Reverse Termination Fee if the Company is otherwise entitled to the Reverse Termination Fee under this Agreement or (ii) both (A) the Reverse Termination Fee and (B) any other monetary damages in addition to the payment contemplated by the immediately foregoing clause (ii)(A) based on Buyer's failure to consummate the Closing.

Section 10.03Effect of Termination. If this Agreement is terminated pursuant to Section 10.01, this Agreement shall become void and of no effect without liability of any party (or any Representative of such party) to the other parties hereto; provided that, notwithstanding anything in the foregoing to the contrary but subject to Section 10.02(b): (i) none of the Company, the Sellers, Buyer nor Parent shall be relieved of any obligation or liability arising from any Willful Breach by such party of any provision of this Agreement prior to such termination; and (ii) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 7.03, Section 10.02, this Section 10.03, Article 12 (except for Section 12.01), and any necessary defined terms set forth in Section 1.01, which shall survive any termination of this Agreement.

Article 11.
SURVIVAL

Section 11.01Survival. Except in the case of Fraud or Willful Breach, none of the representations, warranties, covenants or agreements contained in this Agreement or any certificate delivered pursuant to this Agreement will survive beyond the Closing, and no claim for breach of any such representation, warranty, covenant or agreement, or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto, and there will be no liability in respect thereof, whether such liability has accrued prior to, on or after the Closing. Notwithstanding the foregoing, any covenant or agreement contained in this Agreement which by its terms is to be performed following the Closing shall in respect of performance after Closing survive in accordance with the term of its performance. Buyer acknowledges and agrees that neither the Company nor the Sellers shall have any obligation or liability for any Damages incurred by Buyer or any of its respective Affiliates, successors or assigns for any inaccuracy or breach of any of the Company’s or the Sellers’ representations, warranties, covenants or agreements in this Agreement that by their terms are to be performed prior to the Closing other than (x) for Fraud or Willful Breach; (y) to terminate this Agreement in accordance with Section 10.01; or (z) to enforce this Agreement in accordance with Section 12.03.

Article 12.
MISCELLANEOUS

Section 12.01Sellers’ Representative.

(a)By virtue of the execution of this Agreement by the Sellers, each of the Sellers shall have irrevocably constituted and appointed, upon the Closing, David Levin (and by its execution of this Agreement as Sellers’ Representative, David Levin hereby accepts its appointment) as the true, exclusive and lawful agent and attorney-in-fact (the “Sellers’ Representative”) of the Sellers receiving consideration hereunder to act in the name, place and stead of the Sellers in connection with the Transactions, in accordance with the terms and provisions of this Agreement, and to act on behalf of the Sellers in any Proceeding involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Sellers’ Representative shall deem necessary or appropriate in connection with the Transactions, including the power:

(i)to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Sellers’ Representative deems necessary or appropriate in connection with the consummation of the Transactions, in performing his or her duties pursuant to this Agreement;

(ii)to execute and deliver all amendments and waivers to this Agreement and any and all other documents that the Sellers’ Representative deems necessary, desirable or appropriate, whether prior to, at or after the Closing;

(iii)to receive funds for the payment of expenses of the Sellers and apply such funds in payment for such expenses;

(iv)to do or refrain from doing any further act or deed on behalf of the Sellers that the Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Sellers could do if personally present; and

(v)to receive service of process in connection with any claims under this Agreement.

(b)The Sellers’ Representative may be removed or replaced only upon delivery of written notice to Buyer by the Sellers holding at least a majority of the outstanding Company Securities as of immediately prior to the Closing. Parent and Buyer and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Sellers’ Representative in all matters referred to herein. The Sellers’ Representative shall act for the Sellers on all of the matters set forth in this Agreement in the manner the Sellers’ Representative believes to be in the best interest of the Sellers and consistent with the obligations under this Agreement, but the Sellers’ Representative shall not be responsible to the Sellers for any Damages the Sellers may suffer by the performance of its duties under this Agreement, other than Damages arising from willful violation of the Applicable Law or gross negligence in the performance of its duties under this Agreement.

(c)In the performance of its duties hereunder, the Sellers’ Representative shall be entitled to (i) rely upon any document or instrument reasonably believed to be genuine, accurate as to content and signed by any Seller or any party hereunder and (ii) assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so.

(d)The Sellers’ Representative shall use the Sellers’ Representative Expense Fund to pay any expenses incurred by the Sellers’ Representative in fulfilling its obligations hereunder and shall distribute any remaining balance of the Sellers’ Representative Expense Fund to the Sellers upon completion by the Sellers’ Representative of its duties in connection herewith. Any such distributions from the Sellers’ Representative Expense Fund shall be paid to the Sellers with equal priority and pro rata based on each such Seller’s Pro Rata Share of the Sellers’ Representative Expense Fund.

The Sellers will not receive any interest or earnings on the Sellers’ Representative Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable for any loss of principal of the Sellers’ Representative Expense Fund other than as a result of its gross negligence or willful misconduct. For tax purposes, the Sellers’ Representative Expense Fund will be treated as having been received and voluntarily set aside by the Sellers at the time of Closing.

(e)The Seller’s Representative will incur no liability to the Sellers in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Sellers’ Representative shall not be liable to the Sellers for any action or omission pursuant to the advice of counsel. The Sellers shall indemnify the Sellers’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses arising out of or in connection with this Agreement and any related agreements and in the Sellers’ Representative capacity as such (“Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Sellers’ Representative, the Sellers’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Sellers’ Representative from (i) the funds in the Sellers’ Representative Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while the Sellers’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred (consistent with the allocation in the immediately preceding sentence), nor does it prevent the Sellers’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Sellers’ Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Sellers’ Representative or the termination of this Agreement.

Section 12.02Notices. All notices, requests and other communications required or permitted under, or otherwise made in connection with, this Agreement, shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) upon confirmation of receipt when transmitted by facsimile transmission, (iii) upon receipt after dispatch by registered or certified mail, postage prepaid, (iv) on the next Business Day if transmitted by national overnight courier (with confirmation of delivery) or (v) on the date delivered if sent by email (with confirmation of delivery), in each case, addressed as follows:

if to Parent, Buyer or Merger Sub, to:

e.l.f. Cosmetics, Inc.
570 10th Street
Oakland, CA 94607
Attention: Scott Milsten
Email: [***]

Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 Attention: Tad J. Freese and Mark M. Bekheit Facsimile No.: (650) 463-3060; (650) 463-3032 Email: tad.freese@lw.com; mark.bekheit@lw.com

if to the Company, to:

HRBeauty LLC
9300 Wilshire Dr., Suite 200
Beverly Hills, California 90212
Attention: Nick Vlahos
Email: [***]

if to the Sellers’ Representative, to:

David Levin CPA, Esq.
64 Meghan Court
Pine Bush, NY 12566
Email: [***]

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.

Section 12.03Remedies Cumulative; Specific Performance. The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the Transactions. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions of this Agreement in addition to any other remedy to which they are entitled to at law or in equity, in each case without the requirement of posting any bond or other type of security. Notwithstanding anything to the contrary in this Agreement, the Sellers and the Company shall be only entitled to an injunction or specific performance to specifically enforce Buyer’s obligations to consummate the Closing on the terms and conditions set forth herein if, and only if, (a) all of the conditions set forth in Section 9.01 and Section 9.02 of this Agreement have been and continue to be satisfied or waived (other than those that, by their nature, are to be satisfied at the Closing; provided, that those conditions could be satisfied if the Closing were to occur), (b) the Sellers and the Company have irrevocably confirmed by written notice to Buyer that (i) all conditions set forth in Section 9.03 have been satisfied and continue to be satisfied or waived (other than those that, by their nature, are to be satisfied at the Closing; provided, that those conditions could be satisfied if the Closing were to occur) or that they would be willing to irrevocably waive any unsatisfied conditions in Section 9.03 that are legally capable of being waived and (ii) the Sellers and the Company are ready, willing, and able to consummate the Closing if specific performance is granted and the Debt Financing is funded, (c) the Debt Financing has been funded or will be funded at the Closing (in each case, in accordance with the terms and conditions thereof), (d) Buyer fails to consummate the Closing on or prior to the date that is five (5) Business Days following the later of (i) the date which is three Business Days after the satisfaction or waiver after the last of the conditions set forth in Article 9 and (ii) receipt of the notice in the preceding clause (b), and under no other circumstances, and (e) this Agreement has not been terminated at the time.

For the avoidance of doubt, notwithstanding anything herein to the contrary, if the Debt Financing has not been funded and will not be funded at the Closing for any reason, the Sellers and the Company shall not be entitled to enforce Buyer’s obligation to consummate the Closing pursuant to this Section 12.03. Each of the Parties agrees that it will not oppose the granting of an injunction or specific performance on the basis that any other of such parties has an adequate remedy at law or that any such injunction or award of specific performance is not an appropriate remedy for any reason.

Section 12.04Amendments and Waivers.

(a)Any provision of this Agreement may be amended or waived prior to the Closing if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective.

(b)No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 12.05Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement, including all third-party legal, accounting, financial advisory, consulting or other fees and expenses incurred in connection with the Merger and the Transactions, shall be paid by the party incurring such cost or expense.

Section 12.06Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

Section 12.07Binding Effect; Benefit; Assignment.

(a)The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except with respect to Section 7.04 and Section 7.10, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

(b)No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that, other than with respect to clause (ii) below, upon written notice to the Seller’s Representative, Parent, Buyer or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Affiliates at any time; (ii) any of its financing sources at any time as collateral security; and (iii) after the Closing, to any Person; provided that, in any case, such transfer or assignment shall not relieve Parent, Buyer or Merger Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent, Buyer or Merger Sub; provided that, in the case of an assignment to a non-U.S.

Affiliate, such assignment does not increase the amount of withholding Taxes applicable to payments of the Aggregate Consideration or Additional Cash Consideration to the Sellers that would not have applied but for such assignment.

Section 12.08Governing Law. This Agreement and any Proceeding that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be exclusively governed by and construed in accordance with the Applicable Laws of the State of Delaware, without giving effect to principles of conflicts of laws that would require the application of the laws of any other jurisdiction.

Section 12.09Exclusive Jurisdiction. The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought exclusively in the Court of Chancery within New Castle County in the State of Delaware (and any appellate court thereof located within such county), and to the extent such Court of Chancery (or appellate court thereof located within such county) lacks jurisdiction over the matter, the Federal courts of the United States of America located within New Castle County in the State of Delaware (or appellate court thereof located within such county), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.02 shall be deemed effective service of process on such party.

Section 12.10Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.

Section 12.11Conflict of Interest. Each of the parties hereto acknowledges and agrees that Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) has acted as counsel to the Company and the Sellers in connection with the negotiation of this Agreement and the Transactions (the “Prior Representation”). Buyer hereby consents and agrees to, and agrees to cause the Company (following the Closing) to consent and agree to, Skadden representing the Sellers’ Representative and any Seller after the Closing in connection with any disputes arising solely in connection with this Agreement or the Transactions, including with respect to disputes in which the interests of the Sellers’ Representative or a Seller may be adverse to Buyer and its Subsidiaries (including the Company following the Closing); provided, however, that this sentence shall not apply if and to the extent (a) Skadden is then representing Buyer, the Company (following the Closing) or any of their Affiliates, and (b) such representation of Buyer, the Company (following the Closing) or any of their Affiliates would require Skadden to either refrain from representing the Sellers’ Representative or Sellers, as applicable, or obtain the informed consent of the Sellers’ Representative or Sellers, as applicable, and Buyer, the Company (following the Closing) or any of their Affiliates, as applicable, under Applicable Law or applicable ethical standards governing attorney conduct.

Section 12.12Attorney-Client Privilege. Buyer, on behalf of itself and its Affiliates, including the Surviving Company, hereby irrevocably acknowledges and agrees that all attorney-client communications between, on the one hand, a Seller, its Affiliates or the Company (and their respective directors, officers, employees, and other Representatives) and, on the other hand, their counsel, including the Skadden, to the extent that such relate to the negotiation, preparation, execution and delivery of this Agreement or an Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the Transactions and that are subject to the attorney-client privilege in accordance with Applicable Laws (collectively, “Privileged Communications”), shall be deemed privileged communications as to which such privilege may only be waived by the Sellers’ Representative and neither Buyer, the Surviving Company, nor any Person purporting to act on behalf of or through Buyer or the Company after the Closing shall seek to obtain any Privileged Communications by any process.

For the avoidance of doubt, nothing in this Agreement shall be deemed a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any client communications to any third party.

Section 12.13Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Section 12.14Entire Agreement. This Agreement and the Exhibits and Schedules to this Agreement, including the Company Disclosure Schedule, the Ancillary Agreements and the Non-Disclosure Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 12.15Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section 12.16Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto, on behalf of itself and each of its respective controlled Affiliates hereby: (a) agrees that any action, suit or proceeding of any kind or description, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to this Agreement, any Debt Financing or any of the agreements entered into in connection with any Debt Financing or any of the Transactions or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such action, suit or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to any Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, any Debt Financing, the Debt Commitment Letter relating thereto or any of the Transactions or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court; (e) knowingly, intentionally, voluntarily, unconditionally and irrevocably waives to the fullest extent permitted by applicable law trial by jury in any action, suit or proceeding brought against the Debt Financing Sources in any way arising out of or relating to this Agreement, any Debt Financing, the Debt Commitment Letter or any of the Transactions or the performance of any services thereunder; (f) agrees that the Company, the Sellers or any of their respective Affiliates or representatives shall have no rights or claims against any Debt Financing Sources, in any way relating to or arising out of this Agreement, any Debt Financing, the Debt Commitment Letter relating thereto or any of the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereunder or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise; (g) agrees that none of the Debt Financing Sources will have any liability to any member of the Company, the Sellers or any of its respective Affiliates or representatives relating to or arising out of this Agreement, any Debt Financing, the Debt Commitment Letter relating thereto or any of the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereunder or the financings contemplated thereby, whether in law or in equity, whether in contract or in tort or otherwise; (h) agrees that (and each other party hereto agrees that) the Debt Financing Sources are express third party beneficiaries of, and may enforce any of the provisions of Section 10.02(b) and this Section 12.16; and (i) agrees that the provisions of Section 10.02(b) and this Section 12.16 and the definitions of “Debt Financing Sources” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources.

(Signature Page Follows)

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 5, 2025 (the “Amendment Effective Date”), by and among e.l.f. Cosmetics, Inc., a Delaware corporation (“e.l.f. Cosmetics”), J.A. RF, LLC, a Delaware limited liability company (“J.A. RF”), W3LL People, Inc., a Delaware corporation (“W3LL”; collectively with e.l.f. Cosmetics and J.A. RF, the “Borrowers”), e.l.f. Beauty, Inc., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (in its individual capacity, “BMO”), as Administrative Agent, an L/C Issuer and a Lender, each other Lender (including the New Lenders) signatory hereto, each in its individual capacity as a Lender under the Credit Agreement (which constitute Required Lenders under and as defined in the Existing Credit Agreement) and/or as a provider of the portion of the Fifth Amendment Requested Incremental Term Loan (as defined below) set forth opposite such Lender’s name on Schedule 1 attached hereto (each, a “Fifth Amendment Incremental Term Loan Lender”).

WHEREAS, Borrowers, Holdings, the other Loan Parties party thereto, BMO, as Administrative Agent, an L/C Issuer and a Lender, and the other Lenders from time to time party thereto are parties to that certain Amended and Restated Credit Agreement dated as of April 30, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of May 28, 2025 (the “Glaze Acquisition Agreement” and such date, the “Signing Date”), by and among e.l.f. Cosmetics, HRBeauty LLC, a Delaware limited liability company (“Glaze”), certain of the Sellers (as defined therein), the Sellers’ Representative (as defined therein) and the other parties thereto, the Borrowers intend to effect a merger of Glaze Acquisition Sub, LLC, a Delaware limited liability company, with and into Glaze, with Glaze continuing as the surviving entity and as a direct wholly owned Subsidiary of e.l.f. Cosmetics (such transaction, the “Glaze Acquisition”);

WHEREAS, on the terms and subject to the conditions set forth in the Credit Agreement (including, without limitation, Section 2.18(e) thereof) and this Amendment, the Borrowers have requested an incremental term facility in the original aggregate principal amount of $600,000,000 (the “Fifth Amendment Requested Incremental Term Loan”), the proceeds of which shall be used by the Borrowers (a) to pay a portion of the consideration in connection with the Glaze Acquisition and any other payments contemplated by the Glaze Acquisition Agreement, (b) to pay off and terminate all obligations and commitments under that certain Credit Agreement, dated as of April 2, 2025, by and among, inter alios, Glaze and JPMorgan Chase N.A., as lender (the “Glaze Payoff”), (c) to pay the fees and expenses related to the Glaze Acquisition, Glaze Payoff and the other transactions contemplated by this Amendment (clauses (a) through (c), the “Fifth Amendment Transactions”) and (d) for working capital and general corporate purposes; and

WHEREAS, the Loan Parties have requested that the Lenders amend certain provisions of the Existing Credit Agreement, and, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Lenders signatory hereto (which constitute Required Lenders under and as defined in the Existing Credit Agreement) are willing to do so, on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

i.Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement (as defined below).

ii.Limited Consent. Effective as of the Amendment Effective Date, the Administrative Agent and each of the Lenders party hereto (a) consent to the incurrence of the Fifth Amendment Requested Incremental Term Loan notwithstanding any failure to satisfy the conditions set forth in Section 2.18(a) of the Credit Agreement with respect to the making of the Fifth Amendment Requested Incremental Term Loan pursuant thereto and the incurrence of such Fifth Amendment Requested Incremental Term Loans, and (b) agree that the Fifth Amendment Requested Incremental Term Loan shall not count against, utilize, reduce or otherwise exhaust the aggregate amount of Increase permitted under Section 2.18 of the Credit Agreement (which, for the avoidance of doubt, on the Amendment Effective Date (after giving effect to the incurrence of the Fifth Amendment Requested Incremental Term Loan) shall remain as the greater of (x) 1.0x of Adjusted Consolidated EBITDA on a Pro Forma Basis for the four Fiscal Quarter period most recently ended as determined based on the financial statements for the most recently ended fiscal period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b) of the Credit Agreement and (y) $250,000,000). Notwithstanding anything to the contrary herein or in the Credit Agreement, the Glaze Acquisition shall constitute a Permitted Acquisition.

iii.Fifth Amendment Requested Incremental Term Loan.

i.Pursuant to Section 2.18 of the Credit Agreement and subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the Credit Agreement, each Fifth Amendment Incremental Term Loan Lender, severally and not jointly, agrees to make the portion of the Fifth Amendment Requested Incremental Term Loan set forth opposite its name on Schedule 1 attached hereto to the Borrowers on the Amendment Effective Date.

ii.The terms and provisions applicable to the Fifth Amendment Requested Incremental Term Loan shall be subject to all of the terms and provisions of the Credit Agreement and the other Loan Documents pertaining thereto, as modified by this Amendment.

iii.The Fifth Amendment Requested Incremental Term Loan shall be deemed to constitute a part of the outstanding Obligations and shall have all of the rights, remedies, protections and collateral security afforded to the Obligations under the Credit Agreement and the other Loan Documents, as modified by this Amendment. From and after the Amendment Effective Date each Fifth Amendment Incremental Term Loan Lender shall be deemed to be, and shall become (or, if it is already a Lender, shall continue to be) a Term Lender or a Lender for all purposes of, and with all the rights and remedies of a Term Lender and a Lender under, the Credit Agreement and the other Loan Documents.

a.The “Increase Effective Date” in respect of the Fifth Amendment Requested Incremental Term Loan shall be the Amendment Effective Date.

b.Subject to Section 2 above, this Amendment shall constitute a request for an “Increase” of the Term Loan Facility under Section 2.18(a) of the Credit Agreement.

iv.Amendments to Existing Credit Agreement. Upon satisfaction (or waiver) of the conditions set forth in Section 5 hereof, the Existing Credit Agreement (including the Schedules and Exhibits thereto) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ) and to add the bold, double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached hereto as Exhibit A (the “Credit Agreement”).

v.Conditions to the Effectiveness of this Amendment. The funding of the Fifth Amendment Requested Incremental Term Loan and the effectiveness of this Amendment are subject to the satisfaction (or waiver) of the following conditions precedent:

i.the execution and delivery of this Amendment by the Administrative Agent, the Fifth Amendment Incremental Term Loan Lenders, the other Lenders (which constitute Required Lenders under and as defined in the Existing Credit Agreement), the Borrowers and each other Loan Party;

ii.receipt by the Administrative Agent of each of the following, dated as of the Amendment Effective Date;

(A)a certificate of each Borrower and each other Loan Party signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Amendment, (B) certifying that the Organization Documents of such Loan Party is attached as an exhibit to such certificate, (C) certifying as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s jurisdiction of organization dated a recent date prior to the Amendment Effective Date;

(B)a certificate signed by a Responsible Officer of the Borrower Agent certifying that the conditions set forth in clauses (d), (g), (i) and (j) of this Section 5 have been satisfied;

(C)a certificate from a Responsible Officer of Holdings certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to this Amendment and the transactions contemplated hereby, are Solvent;

(D)a Committed Loan Notice pursuant to Section 2.02 of the Credit Agreement signed by the Borrower Agent;

(E)customary written opinions (addressed to the Administrative Agent and the Lenders) of Kirkland & Ellis LLP, New York counsel for the Loan Parties;

(F)a Term Note in favor of each Fifth Amendment Incremental Term Loan Lender requesting the same to the extent requested at least three (3) Business Days prior to the Amendment Effective Date (or such shorter period as may be agreed to by the Borrowers); and

(G)a collateral assignment of the representation and warranty insurance policy obtained in connection with the Glaze Acquisition.

iii.receipt by the Administrative Agent and the applicable Lenders of the fees set forth in the Fee Letters;

iv.since the Signing Date, no Company Material Adverse Effect (as defined in the Glaze Acquisition Agreement) has occurred;

v.all accrued costs, fees and expenses (including all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to Administrative Agent) due and payable to Administrative Agent pursuant to this Amendment and the Credit Agreement, in each case, on or before the Amendment Effective Date shall have been paid, to the extent set forth hereunder or otherwise invoiced with reasonable detail at least three (3) Business Days prior to the Amendment Effective Date;

vi.the Fifth Amendment Incremental Term Loan Lenders shall have received, to the extent and in the form received by e.l.f. Cosmetics, the Financial Statements (as defined in the Glaze Acquisition Agreement). It is acknowledged and agreed that the Fifth Amendment Incremental Term Loan Lenders have received the Financial Statements;

vii.the Specified Representations (as defined in the Credit Agreement) and the representations and warranties made by or with respect to Glaze in the Glaze Acquisition Agreement which are material to the interests of the Fifth Amendment Incremental Term Loan Lenders (in their capacities as such), but only to the extent that e.l.f. Cosmetic’s or its Affiliates (that are Affiliates immediately prior to giving effect to the Glaze Acquisition Agreement) have the right (taking into account any applicable cure provisions) to terminate e.l.f. Cosmetic’s (or such Affiliates’) obligations under the Glaze Acquisition Agreement or to decline to consummate the Glaze Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such representations and warranties in the Glaze Acquisition Agreement (the “Specified Acquisition Representations”) are true and correct in all material respects (or, to the extent qualified by materiality or “Material Adverse Effect”, in all respects) on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent that any Specified Representation or Specified Acquisition Representation expressly relates to an earlier date, in which case such Specified Representation or Specified Acquisition Representation shall be true and correct in all material respects (or, to the extent qualified by materiality or “Material Adverse Effect”, in all respects) as of such earlier date;

viii.the Administrative Agent and the Arrangers (as defined in the Credit Agreement) shall have received at least three (3) Business Days prior to the Amendment Effective Date (or such shorter period as may be agreed by the Administrative Agent or Arrangers, as applicable) all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or the Arrangers that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and a beneficial ownership certificate for any Person that qualifies as a “legal entity customer” under the that has been reasonably requested by a Fifth Amendment Incremental Term Loan Lender at least ten (10) Business Days in advance of the Amendment Effective Date;

ix.the Glaze Payoff shall have been consummated, or substantially simultaneously with the funding of the Fifth Amendment Requested Incremental Term Loan, shall be consummated; and

x.the Glaze Acquisition shall have been consummated, or substantially simultaneously with the funding of the Fifth Amendment Requested Incremental Term Loan, shall be consummated, in all material respects in accordance with the terms of the Glaze Acquisition Agreement as in effect on the Signing Date, without giving effect to any amendments, consents or waivers by any Borrower party thereto that are materially adverse to the Fifth Amendment Incremental Term Loan Lenders (in their respective capacities as such), without the prior consent of the Fifth Amendment Incremental Term Loan Lenders (such consent not to be unreasonably withheld, delayed or conditioned and provided that the Fifth Amendment Incremental Term Loan Lenders shall be deemed to have consented to such amendment, consent or waiver unless they shall have objected thereto within five (5) business days after receipt by each Fifth Amendment Incremental Term Loan Lender of written notice of such amendment, consent or waiver, so long as a copy of such written notice is delivered to the email addresses (if any) specified in Schedule 10.02 of the Existing Credit Agreement in the case of any Fifth Amendment Incremental Term Loan Lender that are Lenders under the Existing Credit Agreement) (it being understood and agreed that (a) any reduction in the purchase price of, or consideration for the Glaze Acquisition shall not be considered material and adverse to the interests of the Fifth Amendment Incremental Term Loan Lenders so long as any such reduction is less than fifteen percent (15%) of the total Glaze Acquisition consideration and so long as any such reduction shall be applied to reduce the Fifth Amendment Incremental Term Loan Lenders’ commitments to the Fifth Amendment Requested Incremental Term Loan; (b) any increase in the purchase price of, or consideration for the Glaze Acquisition is not materially adverse to the Fifth Amendment Incremental Term Loan Lenders to the extent that any such increase is not funded with additional Indebtedness (other than permitted draws on the Revolving Credit Facility); and (c) for the avoidance of doubt, any amendment or modification to, waiver of or consent under (1) the definition of “Company Material Adverse Effect” (as defined in the Glaze Acquisition Agreement as in effect on the Signing Date), (2) Section 2.03(y) of the Glaze Acquisition Agreement as in effect on the Signing Date, and (3) the governing law, agreement not to sue, and exculpation of financing sources or any other third party beneficiary rights of the Fifth Amendment Incremental Term Loan Lenders in the Glaze Acquisition Agreement as in effect on the Signing Date shall be considered materially adverse to the interests of the Fifth Amendment Incremental Term Loan Lenders and shall require their affirmative prior consent (such consent not to be unreasonably withheld) to modify or waive).

vi.[Reserved].

vii.No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Administrative Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended or consented to hereby, the Existing Credit Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended and waived hereby. This Amendment is a Loan Document for purposes of the Credit Agreement.

viii.Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute a single contract. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf or .tiff files) shall be effective as delivery of a manually executed counterpart of this Amendment.

ix.Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that none of the Loan Parties may assign or transfer any of its rights or obligations under this Amendment except as permitted by the Credit Agreement.

x.Governing Law and Jurisdiction. SECTION 10.14 (GOVERNING LAW; JURISDICTION; ETC.) IS INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS; PROVIDED, HOWEVER, THAT (A) THE INTERPRETATION OF THE DEFINITION OF “COMPANY MATERIAL ADVERSE EFFECT” (AS DEFINED IN THE GLAZE ACQUISITION AGREEMENT) (AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE GLAZE ACQUISITION AGREEMENT) HAS OCCURRED), (B) THE DETERMINATION OF THE ACCURACY OF ANY SPECIFIED ACQUISITION REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF THE BORROWERS OR ANY OF THEIR AFFILIATES HAVE THE RIGHT (TAKING INTO ACCOUNT ANY APPLICABLE CURE PROVISIONS) TO TERMINATE SUCH BORROWERS’ OR THEIR AFFILIATES’ OBLIGATIONS THEREUNDER OR TO DECLINE TO CONSUMMATE THE GLAZE ACQUISITION IN ACCORDANCE WITH THE TERMS THEREOF, AND (C) THE DETERMINATION OF WHETHER THE GLAZE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE GLAZE ACQUISITION AGREEMENT SHALL IN EACH CASE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

xi.Severability. The illegality or unenforceability of any provision of this Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

xii.Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto), (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby (including pursuant to the Pledge and Security Agreement) and (iii) ratifies and reaffirms the validity and enforceability of the appointment of Administrative Agent as its proxy and attorney-in-fact pursuant to and under each applicable Loan Document and, as of the date hereof without in any way impairing any previous appointment, reappoints Administrative Agent as its proxy and attorney-in-fact in accordance with the terms of such applicable Loan Documents, which appointment (w) is IRREVOCABLE (which shall survive the bankruptcy, dissolution or winding up of such Loan Party), (x) shall remain valid and in full force and effect until the repayment in full of the Obligations, (y) is coupled with an interest, and (z) is granted for the purpose of carrying out the provisions of the Loan Documents, as applicable.

Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

xiii.Fees and Expenses. Subject to Section 5 above, to the extent required by Section 10.04 of the Credit Agreement, Borrowers agree to reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs, fees and expenses due and payable to Administrative Agent pursuant to this Amendment and the Credit Agreement.

xiv.New Lenders. The Loan Parties, Administrative Agent and the Lenders acknowledge and agree that, upon the execution and delivery of this Amendment by the parties hereto, the Persons signatory hereto that were not Lenders under the Existing Credit Agreement immediately prior to giving effect to this Amendment (each, a “New Lender” and collectively, the “New Lenders”) shall each be a Lender for all purposes under the Credit Agreement and the other Loan Documents. In furtherance of the foregoing, each New Lender hereby (i) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements delivered pursuant thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (iii) agrees that it will, independently and without reliance upon Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents; (iv) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Administrative Agent, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all obligations which by the terms of the Credit Agreement or any other Loan Document are required to be performed by it as a Lender; (vi) represents that on the date of this Amendment it is not presently aware of any facts that would cause it to make a claim under the Credit Agreement or any other Loan Document; and (vii) acknowledges and agrees that as of the date hereof it shall be a party to the Credit Agreement and have the rights and obligations of a Lender thereunder and hereunder.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.

LOAN PARTIES:

BANK OF MONTREAL, as Administrative Agent

BMO BANK N.A., as a Lender WELLS FARGO BANK, N.A.

By: /s/ Jorge Selvas Name: Jorge Selvas Title: Managing Director U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Joyce P. Dorsett Name: Joyce P. Dorsett Title: Senior Vice President BANK OF AMERICA, N.A.

By: /s/ Jason Eshler Name: Jason Eshler Title: SVP JP MORGAN CHASE BANK N.A.

By: /s/ Shivam Joshi Name: Shivam Joshi Title: Vice President CITIBANK, N.A.

By: /s/ Nicolette Modica Name: Nicolette Modica Title: Authorized Signatory By: /s/ Brett Zimmerman Name: Brett Zimmerman Title: Senior Vice President

M&T Bank, as a Lender

By: /s/ Louis Galanis Name: Louis Galanis Title: Senior Vice President By: /s/ Dan Martis Name: Dan Martis Title: Authorized Signatory

MORGAN STANLEY SENIOR FUNDING, INC.

By: /s/ Michael King Name: Michael King Title: Vice President By: /s/ Sinjna Daphtary Name: Sinjna Daphtary Title: Senior Vice President

See attached.

Dated as of April 30, 2021

among

E.L.F. COSMETICS, INC., J.A. RF, LLC, W3LL PEOPLE, INC.,
and each other Person that becomes a Borrower hereunder by execution of a Joinder Agreement, as the Borrowers,

THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS LOAN PARTIES,
as Guarantors,

CERTAIN FINANCIAL INSTITUTIONS,
as Lenders,

BANK OF MONTREAL,
as Administrative Agent, Swing Line Lender and an L/C Issuer,

WELLS FARGO BANK, N.A.,

U.S. BANK NATIONAL ASSOCIATION,

BANK OF AMERICA, N.A.,

JP MORGAN CHASE BANK N.A.,

PNC BANK, NATIONAL ASSOCIATION,

CITIBANK, N.A.,

and

BMO CAPITAL MARKETS CORP.,
as a Joint Lead Arranger and a Joint Bookrunner

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS    1

1.01.    Defined Terms    1

1.02.    Other Interpretive Provisions    46

1.03.    Accounting Terms.    47

1.04.    Uniform Commercial Code    48

1.05.    Interest Rates    48

1.06.    Foreign Currency    49

1.07.    Times of Day    49

1.08.    Divisions    49

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS    50

2.01.    Loan Commitments.    50

2.02.    Borrowings, Conversions and Continuations of Loans.    50

2.03.    Letters of Credit.    51

2.04.    Swing Line Loans.    59

2.05.    Repayment of Loans.    62

2.06.    Prepayments    62

2.07.    Termination or Reduction of Commitments.    64

2.08.    Interest.    64

2.09.    Fees.    65

2.10.    Computation of Interest and Fees    67

2.11.    Evidence of Debt.    67

2.12.    Payments Generally; Administrative Agent’s Clawback.    68

2.13.    Sharing of Payments by Lenders    70

2.14.    Settlement Among Lenders    71

2.15.    Nature and Extent of Each Borrower’s Liability    71

2.16.    Cash Collateral.    73

2.17.    Defaulting Lenders.    74

2.18.    Increase in Revolving Credit Commitments or Incremental Term Facility    75

2.19.    Prepayments Below Par.    79

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY    83

3.01.    Taxes    83

3.02.    Illegality    87

3.03.    Inability to Determine Rates    87

3.04.    Increased Costs; Reserves on SOFR Loans    88

3.05.    Compensation for Losses    89

3.06.    Reimbursement    90

3.07.    Mitigation Obligations    90

3.08.    Survival    91

3.09.    Acknowledgment and Consent to Bail-In of Affected Financial Institutions    91

3.10.    Effect of Benchmark Transition Event    91

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS    93

4.01.    Conditions of Initial Credit Extension    93

4.02.    Conditions to all Credit Extensions    95

ARTICLE V REPRESENTATIONS AND WARRANTIES    95

5.01.    Existence, Qualification and Power    95

5.02.    Authorization; No Contravention; Consents    96

5.03.    Binding Effect    96

5.04.    Financial Statements; No Material Adverse Effect.    96

5.05.    Litigation    97

5.06.    No Default    97

5.07.    Ownership of Property; Liens.    97

5.08.    Environmental Compliance.    97

5.09.    Insurance and Casualty    98

5.10.    Taxes    98

5.11.    ERISA Compliance.    99

5.12.    Subsidiaries; Equity Interests; Capitalization    100

5.13.    Margin Regulations; Investment Company Act    100

5.14.    Disclosure    100

5.15.    Compliance with Laws; Anti-Terrorism Laws and Foreign Asset Control Regulations.    100

5.16.    Labor Matters    101

5.17.    [Reserved]    101

5.18.    Intellectual Property    102

5.19.    Senior Indebtedness    102

ARTICLE VI AFFIRMATIVE COVENANTS    102

6.01.    Financial Statements    102

6.02.    Other Information    103

6.03.    Notices    104

6.04.    Payment of Taxes and Assessments    105

6.05.    Preservation of Existence, Etc    105

6.06.    Maintenance of Properties    105

6.07.    Maintenance of Insurance; Business Interruption Proceeds.    105

6.08.    Compliance with Laws Generally; Environmental Laws    106

6.09.    Books and Records    107

6.10.    Inspection Rights; Meetings with Administrative Agent    107

6.11.    Compliance with ERISA    107

6.12.    Further Assurances    107

6.13.    Use of Proceeds    109

ARTICLE VII NEGATIVE COVENANTS    109

7.01.    Indebtedness    109

7.02.    Liens    113

7.03.    Investments    116

7.04.    Mergers, Dissolutions, Etc.    120

7.05.    Dispositions    121

7.06.    Restricted Payments    123

7.07.    Change in Nature of Business    125

7.08.    Transactions with Affiliates    125

7.09.    Inconsistent Agreements    126

7.10.    Reserved    127

7.11.    Prepayment of Indebtedness; Amendment to Organization Documents; Payment of Earnouts and Other Deferred Purchase Price Obligations.    127

7.12.    Financial Covenants.    129

7.13.    Anti-Terrorism Laws and Foreign Asset Control Regulations    129

7.14.    Fiscal Year    129

7.15.    Holdings Covenant    129

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES    130

8.01.    Events of Default    130

8.02.    Remedies Upon Event of Default    132

8.03.    Application of Funds.    133

8.04.    Equity Cure Right    134

ARTICLE IX ADMINISTRATIVE AGENT    135

9.01.    Appointment and Authority; Limitations on Lenders    135

9.02.    Rights as a Lender    136

9.03.    Exculpatory Provisions    136

9.04.    Reliance by Administrative Agent    137

9.05.    Delegation of Duties    137

9.06.    Resignation of Administrative Agent    137

9.07.    Non-Reliance on Administrative Agent and Other Lenders    138

9.08.    No Other Duties, Etc    139

9.09.    Administrative Agent May File Proofs of Claim; Credit Bidding    139

9.10.    Collateral Matters    140

9.11.    Other Collateral Matters.    141

9.12.    Right to Perform, Preserve and Protect    141

9.13.    Credit Product Providers and Credit Product Arrangements    141

9.14.    Designation of Additional Agents    142

9.15.    Authorization to Enter into Intercreditor Agreements and Subordination Agreements    142

9.16.    Recovery of Erroneous Payments    142

ARTICLE X MISCELLANEOUS    145

10.01.    Amendments, Etc    145

10.02.    Notices; Effectiveness; Electronic Communication    149

10.03.    No Waiver; Cumulative Remedies    152

10.04.    Expenses; Indemnity; Damage Waiver.    152

10.05.    Marshalling; Payments Set Aside    155

10.06.    Successors and Assigns    156

10.07.    Treatment of Certain Information; Confidentiality    165

10.08.    Right of Setoff    166

10.09.    Interest Rate Limitation    167

10.10.    Counterparts; Integration; Effectiveness    167

10.11.    Survival    167

10.12.    Severability    168

10.13.    Replacement of Lenders    168

10.14.    Governing Law; Jurisdiction; Etc    169

10.15.    Waiver of Jury Trial    170

10.16.    USA PATRIOT Act Notice    170

10.17.    No Advisory or Fiduciary Responsibility    170

10.18.    Attachments    171

10.19.    Acknowledgement Regarding any Supported QFCs    171

ARTICLE XI CONTINUING GUARANTEE    172

11.01.    Guarantee    172

11.02.    Rights of Lenders    172

11.03.    Certain Waivers    173

11.04.    Obligations Independent    174

11.05.    Subrogation    175

11.06.    Termination; Reinstatement    175

11.07.    Subordination    175

11.08.    Condition of Borrowers    175

11.09.    Limitation of Liability    176

11.10.    No Novation; Reaffirmation    176

This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 30, 2021, among e.l.f. Cosmetics, Inc., a Delaware corporation (“e.l.f. Cosmetics”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), W3LL People, Inc., a Delaware corporation (“W3LL”; e.l.f. Cosmetics, JA RF, W3LL and each Domestic Subsidiary of Holdings who hereafter becomes a “Borrower” hereunder pursuant to a Joinder Agreement, may be referred to individually, as a “Borrower” and collectively herein, as “Borrowers”), e.l.f. Beauty, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Loan Party”, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch as Administrative Agent, Swing Line Lender, and an L/C Issuer.

A.    The Borrowers, the other Loan Parties party thereto, the Administrative Agent and the Lenders party thereto are party to that certain Credit Agreement dated as of the Original Closing Date defined below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the effectiveness hereof, the “Original Credit Agreement”); and

B.    The Borrowers, the other Loan Parties, the Administrative Agent and the Lenders desire to amend and restate in its entirety the Original Credit Agreement, without constituting a novation, all on the terms, and subject to the conditions contained herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Original Credit Agreement in its entirety, without constituting a novation, as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01.Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Adjusted Consolidated EBITDA of such Acquired Entity or Business, as determined on a consolidated basis for such Acquired Entity or Business.

“Acquired Entity or Business” has the meaning specified in the definition of the term “Adjusted Consolidated EBITDA” in the Compliance Certificate.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in the acquisition of (a) a majority equity or other ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a majority interest at the time it becomes exercisable by the holder thereof), or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business or division conducted by such Person.

“Additional Lender” has the meaning specified in Section 2.18(c).

“Adjusted Consolidated EBITDA” has the meaning specified in the Compliance Certificate.

“Adjustment Date” means the first day of the month following the date on which Administrative Agent is in receipt of Borrowers’ most recent financial statements for the fiscal period most recently ended pursuant to Section 6.01(a) or (b), commencing with the delivery of the financial statements for the Fiscal Quarter ending December 31, 2025.

“Administrative Agent” means BMO, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as Administrative Agent may from time to time notify Borrower Agent and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliated Lender” has the meaning specified in Section 10.06(a).

“Affiliated Lender Investor Overage” has the meaning specified in Section 10.06(g).

“Agent Parties” has the meaning specified in Section 10.02(c).

“Aggregate Revolving Credit Commitments” means, as at any date of determination thereof, the sum of all Revolving Credit Commitments of all Lenders at such date.

“Agreement” has the meaning specified in the introductory paragraph hereto.

“All-In Yield” means, as to any Indebtedness, the yield thereon, whether in the form of interest rate, margin, original issue discount (“OID”), up-front fees or a Term SOFR or Base Rate floor greater than the applicable Existing Floor, in each case, incurred or payable by the Borrowers generally to the lenders of such Indebtedness; provided that (x) OID and up-front fees (which shall be deemed to constitute like amounts of OID) shall be equated to interest rate adjustments, assuming a 4-year life to maturity (or, if less, the stated life to maturity of the applicable Indebtedness at the time of its incurrence), (y) any Term SOFR floor, Base Rate floor shall or Existing Floor shall be equated to yield for purposes of any calculation of “All-In Yield”, and (z) any amendments to the Term SOFR floor, Base Rate floor on the initial Term Loan that became effective subsequent to the Fifth Amendment Effective Date but on or prior to the time of such Incremental Term Loan Facility shall also be included in such calculation of “All-In Yield”; and provided, further, that “All-In Yield” shall not include customary arrangement, structuring, underwriting fees, ticking, consent, amendment or similar fees paid to (x) BMO, Arrangers or their respective Affiliates, (y) one or more arrangers, underwriters or their respective Affiliates of such Indebtedness or (z) one or more existing lenders or their respective Affiliates of such Indebtedness and, in each case, not shared by all lenders providing such Indebtedness.

“Applicable Indebtedness” has the meaning specified in the definition of Weighted Average Life to Maturity.

“Applicable Margin” means

(a)    for the period commencing on the Fourth Amendment Effective Date through (but not including) the Fifth Amendment Effective Date, the percentage per annum set forth in this Agreement immediately prior to giving effect to the Fifth Amendment;

(b)    for the period commencing on the Fifth Amendment Effective Date through the first Adjustment Date: (i) if a SOFR Loan, 2.00% per annum and (ii) if a Base Rate Loan, 1.00% per annum; and

(c)    thereafter, the Applicable Margin shall equal the applicable margin in effect from time to time determined as set forth above based upon the applicable Consolidated Total Leverage Ratio then in effect pursuant to the appropriate column under the table above and any increase or decrease in the Applicable Margin resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of each Adjustment Date based upon the Consolidated Total Leverage Ratio for the immediately preceding Fiscal Quarter for which financial statements have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b). If any Compliance Certificate (including any required financial information in support thereof) of the Borrowers is not received by Administrative Agent by the date required pursuant to Section 6.02(a), then, at Administrative Agent’s election, the Applicable Margin

shall be determined as if the Consolidated Total Leverage Ratio for the immediately preceding Fiscal Quarter is at Level I until such time as such Compliance Certificate and supporting information is received.

In the event either Borrower Agent or Administrative Agent determines in good faith that the calculation of the Consolidated Total Leverage Ratio on which the applicable interest rate and any fees for any particular period was determined is inaccurate, and as a consequence thereof, the Applicable Margin was lower that it would have been, (i) Borrower Agent shall immediately deliver to Administrative Agent a correct Compliance Certificate for such period (and if such Compliance Certificate is not accurately restated and delivered within ten (10) Business Days after the first discovery of such inaccuracy or upon notice by Administrative Agent of such determination, then Level I shall apply retroactively for such period notwithstanding any subsequent restatement thereof after such ten (10) day period), (ii) Administrative Agent shall notify Borrower Agent of the amount of interest and fees that would have been due in respect of any outstanding Obligations during such period had the applicable rate been calculated based on the correct Consolidated Total Leverage Ratio (or the Level I rate if a correct Compliance Certificate was not delivered within the ten (10) day period) and (iii) Borrowers shall promptly pay to Administrative Agent for the benefit of the applicable Lenders and other Persons that hold the Commitments and Loans at the time such payment is received (regardless of whether those Persons held the Commitments and Loans during the relevant period) the difference between the amount that would have been due and the amount actually paid in respect of such period.

“Applicable Percentage” means, as at any time of determination thereof, (a) in respect of the Revolving Credit Facility, with respect to any Revolving Lender at such time, the percentage (carried out to the ninth-decimal place) of the Revolving Credit Facility, represented by the amount of the Revolving Credit Commitment of such Revolving Lender at such time; provided that if the Aggregate Revolving Credit Commitments have been terminated at such time, then the Applicable Percentage of each Revolving Lender shall be the Applicable Percentage of such Revolving Lender immediately prior to such termination and after giving effect to any subsequent assignments, and (b) in respect of the Term Loan Facility, with respect to any Term Lender at such time, the percentage (carried out to the ninth decimal place) of the Term Loan Facility represented by (i) such Term Lender’s Term Loan Commitment at such time and (ii) the Outstanding Amount of such Term Lender’s Term Loans at such time. The initial Applicable Percentage of each Lender with respect to each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Arrangers” means, collectively, (i) BMO Capital Markets Corp., (ii) Wells Fargo Bank, N.A., (iii) U.S. Bank National Association, (iv) Bank of America, N.A. and (v) JP Morgan Chase Bank N.A. and each of the foregoing, individually, an “Arranger”.

“Assignee Group” means two or more assignees of Loans or Commitments that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee of Loans or Commitments (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by Administrative Agent, in substantially the form of Exhibit F or any other form reasonably approved by Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any synthetic lease or other similar financing lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Holdings and its Subsidiaries for the Fiscal Year ended March 31, 2024, and the related consolidated statements of income or operations and cash flows for such Fiscal Year, including the notes thereto.

“Auditor” has the meaning specified in Section 6.01(a).

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Available Amount” means, on any date of determination, the sum (but not less than zero for any applicable fiscal year) of (without duplication):

(a) the greater of (i) $87,500,000 and (ii) 35% of Adjusted Consolidated EBITDA for the four Fiscal Quarter period most recently ended as to which financial statements were required to be delivered pursuant to this Agreement; plus

(b) the aggregate amount of Retained Declined Proceeds during the period from and including the Business Day immediately following the Fifth Amendment Effective Date through and including such date of determination; plus

(c) the aggregate amount of Net Cash Proceeds of an issuance by Holdings (or any direct or indirect parent thereof) of or capital contribution (including, without limitation, any capital contribution of marketable securities or other Cash Equivalents) in respect of any of its Equity Interests that are not Disqualified Equity Interests or Permitted Cure Securities and which are not used to make Restricted Payments under Section 7.06(i) received by any of the Borrowers during the period from and including the Business Day immediately following the Restatement Effective Date through and including such date of determination; minus (d) the aggregate amount of the Available Amount used to pay dividends and distributions pursuant to Section 7.06(h) during the period from and including the Business Day immediately following the Restatement Effective Date through and including such date of determination (without taking account of the intended usage of the Available Amount on such date of determination); minus

(e) the aggregate amount of the Available Amount used for Permitted Acquisitions during the period from and including the Business Day immediately following the Restatement Effective Date through and including such date of determination (without taking account of the intended usage of the Available Amount on such date of determination); minus

(f) the aggregate amount of the Available Amount used to make other investments pursuant to Section 7.03(z) during the period from and including the Business Day immediately following the Restatement Effective Date through and including such date of determination (without taking account of the intended usage of the Available Amount on such date of determination); minus

(g) the aggregate amount of the Available Amount used to make cash loans and advances to officers, directors and employees pursuant to Section 7.03(x) during the period from and including the Business Day immediately following the Restatement Effective Date through and including such date of determination (without taking account of the intended usage of the Available Amount on such date of determination); minus

(h) the aggregate amount of the Available Amount used to make payments of Subordinated Indebtedness pursuant to Section 7.11(a)(iv) during the period from and including the Business Day immediately following the Restatement Effective Date through and including such date of determination (without taking account of the intended usage of the Available Amount on such date of determination).

“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, 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 3.10(d).

    “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code, as in effect from time to time.

“Base Rate” means, for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced or otherwise established by Administrative Agent from time to time as its prime commercial rate, or its equivalent, for U.S. Dollar loans to borrowers located in the United States as in effect on such day, with any change in the Base Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be Administrative Agent’s best or lowest rate), and (b) the sum of (i) the Federal Funds Rate (which shall not be less than 0.00%), as in effect from time to time, plus (ii) 1/2 of 1.00%, and (c) the sum of (i) Term SOFR for a one-month tenor in effect on such day (after giving effect to the Floor) plus (ii) 1.00%. Any change in the Base Rate due to a change in the prime rate, the quoted federal funds rates or Term SOFR, as applicable, shall be effective from and including the effective date of the change in such rate. If the Base Rate is being used as an alternative rate of interest pursuant to Sections 3.03 or 3.10, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above, provided that if Base Rate as determined above shall ever be less than the Floor plus 1.00%, then Base Rate shall be deemed to be the Floor plus 1.00%.

“Base Rate Loan” means a Loan (or segment of a Loan) that bears interest based on the Base Rate.

“Base Rate Revolving Loan” means a Revolving Loan that is a Base Rate Loan.

“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 3.10.

“Benchmark Replacement” means, either of the following to the extent selected by Administrative Agent in its reasonable discretion (in consultation with Borrower Agent),

(a)    the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or

(b)    the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower Agent 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.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” 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 Administrative Agent and the Borrower Agent 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.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)    in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness or non-compliance 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 (a) or (b) 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 or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means 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 3.10 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 3.10.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BMO” means Bank of Montreal.

“Borrower Agent” has the meaning specified in Section 2.15(d).

“Borrower” and “Borrowers” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 10.02(c).

“Borrowing” means any of (a) a Revolving Borrowing, (b) a Term Borrowing or (c) a Swing Line Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where Administrative Agent’s Office is located; provided that when used in connection with a SOFR Loan, or any calculation or determination involving SOFR, then the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“Capital Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided, that, for purposes of this Agreement, the determination of whether a lease is required to be accounted for as a Capital Lease on the balance sheet of such Person shall be made by reference to GAAP as in effect on the Restatement Effective Date.

“Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, (a) for the benefit of one or more of the L/C Issuer or the Revolving Lenders, as collateral for L/C Obligations or obligations of the Revolving Lenders to fund participations in respect of L/C Obligations, (i) cash or Deposit Account balances in an amount equal to 103% of the L/C Obligations (pursuant to documentation reasonably satisfactory to Administrative Agent and the L/C Issuer), (ii) a standby letter of credit, in form and substance reasonably satisfactory to Administrative Agent and the L/C Issuer, from a commercial bank acceptable to Administrative Agent and the L/C Issuer, in an amount equal to 103% of the L/C Obligations, or (iii) such other credit support or other arrangements with respect thereto reasonably satisfactory to Administrative Agent and the L/C Issuer in their sole discretion shall have been made or (b) for the benefit of the Swing Line Lender, as collateral for Swing Line Loans that have not been refunded by the Revolving Lenders, cash or Deposit Account balances in an amount equal to the principal amount of such Swing Line Loans or, if Administrative Agent shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral.

“Cash Equivalents” means any of the following types of property, to the extent owned by Holdings or any of its Subsidiaries:

(a)cash, denominated in Dollars or, with respect to a Borrower or any of its Subsidiaries, any other lawful currency and investments of comparable tenor and credit quality to those described in the other clauses in this definition customarily utilized in countries in which Holdings or any of its Subsidiaries operate for cash management purposes;

(b)readily marketable direct obligations of the government of the United States or any agency or instrumentality thereof, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by the government of the United States or any state or municipality thereof, in each case so long as such obligation has an investment grade rating by S&P and Moody’s;

(c)commercial paper maturing no more than 24 months from the date of creation thereof and rated at least P-1 (or the then equivalent grade) by Moody’s and A-1 (or the then equivalent grade) by S&P, or carrying an equivalent rating by a nationally recognized rating agency if at any time neither Moody’s and S&P shall be rating such obligations;

(d)insured certificates of deposit or bankers’ acceptances of, or time deposits with any commercial bank that (i) is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) above, (iii) is organized under the laws of the United States or of any state thereof and (iv) has combined capital and surplus of at least $250,000,000;

(e)readily marketable general obligations of any corporation organized under the laws of any state of the United States, payable in the United States, expressed to mature not later than 24 months following the date of issuance thereof and rated A or better by S&P or A2 or better by Moody’s;

(f)readily marketable shares of investment companies or money market funds that, in each case, invest solely in the foregoing Investments described in clauses (a) through (e) above; and

(g)in the case of a Foreign Subsidiary, Investments of a kind or type similar to Cash Equivalents described above (replacing United States or any state, agency, instrumentality or municipality thereof with the corresponding Governmental Authorities of any foreign jurisdiction and using comparable ratings, if any, customary in the relevant jurisdiction) in any country other than the United States where such Foreign Subsidiary maintains a business location.

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

“Change of Control” means an event or series of events by which:

(a)     any “person” or “group” (within the meaning of Rules 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (other than any Permitted Holder and other than any employee benefit plan of Holdings or Borrower and any Person acting as the trustee, agent or other fiduciary or administrator thereof) becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of Voting Equity Interests representing (x) more than 35% of the Voting Equity Interests of Holdings and (y) a greater percentage of Voting Equity Interests of Holdings than is then beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders, unless, in the case of either clause (x) or (y) above, the Permitted Holders have, at such time, the right or the ability by percentage of Voting Equity Interest of Holdings owned, contract or otherwise to elect or designate for election at least a majority of the board of directors of Holdings;

(b)    Holdings shall fail to own (i) directly 100% of the issued and outstanding Equity Interests of e.l.f. Cosmetics (or any surviving entity of a merger with e.l.f. Cosmetics permitted under Section 7.04(b), (x) that has assumed all obligations of e.l.f. Cosmetics under the Loan Documents in accordance with Section 7.04(b) and (y) 100% of the issued and outstanding Equity Interests of which have been pledged by Holdings to Administrative Agent) or (ii) directly or indirectly, 100% of the issued and outstanding Equity Interests of the other Borrowers, except in this clause (ii) where such failure is the result of a transaction permitted under the Loan Documents provided that, with respect to any such transaction permitted under Section 7.04(b), 100% of the issued and outstanding Equity Interests of any surviving entity of such other Borrower shall have been pledged to Administrative Agent; or

(c)    any “change of control” or similar event under any material Indebtedness.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any successor statute, and regulations promulgated thereunder.

“Collateral” means, collectively, certain personal property of the Loan Parties or any other Person in which Administrative Agent or any Lender Party is granted a Lien under any Security Instrument as security for all or any portion of the Secured Obligations or any other obligation arising under any Loan Document.

“Commitment” means a Term Loan Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of SOFR Loans, which, if in writing, shall be substantially in the form of Exhibit A.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Competitor” means any operating entity competing with the Borrowers or their Subsidiaries in the Borrowers’ and Subsidiaries’ operating businesses.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“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, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” the definition of “U.S. Government Securities Business Day”, the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with Borrower Agent) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent (in consultation with Borrower Agent) decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent (in consultation with Borrower Agent) determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated” means the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Subsidiaries.

“Consolidated Interest Coverage Ratio” has the meaning specified in the Compliance Certificate.

“Consolidated Senior Net Leverage Ratio” has the meaning specified in the Compliance Certificate.

“Consolidated Total Net Leverage Ratio” has the meaning specified in the Compliance Certificate.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, indenture, mortgage, deed of trust, contract or any other instrument or undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

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

“Controlling” and “Controlled” have meanings correlative thereto.

“Core Business” means any material line of business conducted by the Borrowers and their Subsidiaries as of the Fifth Amendment Effective Date and any business reasonably related, complementary, supplemental or ancillary thereto.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Credit Product Arrangements” means, collectively, (a) Swap Contracts between any Loan Party and any Credit Product Provider and (b) Treasury Management and Other Services between any Loan Party and any Credit Product Provider.

“Credit Product Indemnitee” has the meaning specified in Section 9.13(a).

“Credit Product Obligations” means Indebtedness and other obligations of any Loan Party or any Subsidiary of a Loan Party arising under Credit Product Arrangements and owing to any Credit Product Provider; provided, that Credit Product Obligations shall not include Excluded Swap Obligations.

“Credit Product Provider” means (a) BMO, and (b) any other Person who was a Lender, Administrative Agent, or an Affiliate of a Lender or Administrative Agent at the time of entry into the applicable Credit Product Arrangement, so long as such provider delivers written notice to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, by the later of the Restatement Effective Date or the entering into of the applicable Credit Product Arrangement, (i) describing the Credit Product Arrangement and (ii) agreeing to be bound by Section 9.13.

“Cure Amount” has the meaning specified in Section 8.04.

“Cure Right” has the meaning specified in Section 8.04.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides in its reasonable discretion that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion, which shall give due consideration to the then prevailing market conventions.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that, with the giving of any notice, the passage of time, or both, would unless cured or waived be an Event of Default.

“Default Rate” means (a) an interest rate equal to the rate of interest otherwise applicable hereunder plus 2% per annum, and (b) with respect to Letter of Credit Fees, the Letter of Credit Fee then in effect plus 2% per annum, in each case to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to fund all or any portion of its Loans or otherwise pay to Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder, in any case within two Business Days of the date such Loans were required to be funded or amounts required to be paid hereunder unless due to such Lender’s good faith determination that the conditions set forth in Section 4.02 have not been met, (b) has notified any Borrower, Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, unless due to such Lender’s good faith determination that the conditions set forth in Section 4.02 have not been met, (c) has failed, within three Business Days after written request by Administrative Agent or Borrower Agent, to confirm in writing to Administrative Agent and Borrower Agent that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) becomes the subject of a Bail-In Action or (iii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error.

“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Borrower Agent) of non-cash consideration received by any Borrower or a Subsidiary in connection with a Disposition pursuant to Section 7.05(n) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower Agent delivered to the Administrative Agent, setting forth details on the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash or Cash Equivalents following the consummation of the applicable Disposition) (including as a result of a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration).

“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount of Adjusted Consolidated EBITDA of such Sold Entity or Business for such period, all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property (including any Equity Interest), or part thereof, by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests.

“Disqualified Equity Interest” means any Equity Interest that (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, initial public offering or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, initial public offering or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) is convertible into or exchangeable for debt securities or other Indebtedness (unless only occurring at the sole option of the issuer thereof) that would constitute Disqualified Equity Interests or (d) provides for the scheduled payments of dividends in cash (other than in respect of taxes), in each case, prior to the date that is 91 days after the later of (x) the Revolving Credit Maturity Date and (y) the Term Loan Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations as a result of such employee’s termination, death, invalidity or disability; provided, further, that if such Equity Interests are issued by (x) any direct or indirect Subsidiary of the Borrowers to a Loan Party or (y) any direct or indirect Subsidiary of the Borrowers that is not a Loan Party to any other direct or indirect Subsidiary of the Borrowers that is not a Loan Party, such Equity Interests shall not constitute Disqualified Equity Interests.

“Disqualified Institutions” means (a) those banks, financial institutions and other institutional lenders and Persons (or related funds of such Persons), (b) any Competitor and (c) any Subsidiary or Affiliate (other than their financial investors that are not operating companies or Affiliates of operating companies and other than any Affiliate that is a bona fide diversified debt fund) of the foregoing, in the case of clauses (a), (b) and (c) above, identified in writing by the Borrowers to Administrative Agent on December 20, 2016; provided, that upon reasonable notice to the Administrative Agent, the Borrowers shall be permitted to supplement in writing the list of Competitors that are Disqualified Institutions after the date hereof, but which supplement shall not apply to assignments and participations entered into prior to any such supplements (such list of Disqualified Institutions, the “Disqualified Institutions List”).

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia (but excluding any territory or possession thereof).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“e.l.f. Cosmetics” has the meaning specified in the introductory paragraph hereto.

“Environmental Laws” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, legally-binding agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any Hazardous Materials into the environment, including those related to air emissions and other discharges of Hazardous Materials to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of a Loan Party or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any applicable Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure of a Person to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract or agreement to the extent liability is expressly assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in, including partnership, member or trust interests) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, and all of the other ownership or profit interests in such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Loan Party or a Subsidiary thereof within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Sections 412 and 430 through 436 of the Code and Section 302 through 305 and 4007 of ERISA).

“ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Loan Party, a Subsidiary thereof or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party, a Subsidiary thereof or any ERISA Affiliate from a Multiemployer Plan or receipt by any Loan Party, a Subsidiary thereof or any ERISA Affiliate of notification that a Multiemployer Plan is in reorganization or that any Multiemployer Plan is insolvent or being terminated; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination, each under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party, a Subsidiary thereof or any ERISA Affiliate; or (i) any failure by any Pension Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to such Pension Plan, whether or not waived.

“Erroneous Payment” has the meaning specified in Section 9.16.

“Erroneous Payment Subrogation Rights” has the meaning specified in Section 9.16.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning specified in Section 8.01.

“Event of Loss” means, with respect to any property, any of the following: (a) any loss, destruction or damage of such property or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such property by any Governmental Authority, or confiscation of such property or the requisition of the use of such property by any Governmental Authority.

“Excluded Assets” has the meaning given in the Security Agreement.

“Excluded Domestic Holdco” means a Domestic Subsidiary the primary assets of which are the Equity Interests of one or more Foreign Subsidiaries and, if applicable, Indebtedness of such Foreign Subsidiaries.

“Excluded Domestic Subsidiary” means any Domestic Subsidiary that is a direct or indirect Subsidiary of (a) a Foreign Subsidiary or (b) an Excluded Domestic Holdco.

“Excluded Subsidiary” means any Subsidiary of the Borrowers (a) that is a Foreign Subsidiary, an Excluded Domestic Subsidiary or an Excluded Domestic Holdco, (b) that is a captive insurance company, (c) that is a not-for-profit Subsidiary, (d) that is a special purpose entity, (e) that is prohibited or restricted by any contract existing on the Fifth Amendment Effective Date or on the date such Subsidiary is acquired (so long as in respect of such contractual prohibition such prohibition is not incurred in contemplation of such acquisition) or formed (solely to the extent the formation of such a Subsidiary is not materially adverse to the Lenders and the designation of such newly formed Subsidiary as an Excluded Subsidiary is agreed to by Administrative Agent in its sole discretion) with a Person who is not an Affiliate of a Borrower, applicable law (including, in each case, any requirement to obtain governmental authority or third party consent (unless such consent has been received)), rule or regulation from providing a guaranty (but only so long as such prohibition or restriction is in effect), (f) with respect to which the Borrower Agent has reasonably determined in consultation with the Administrative Agent, that providing a Guarantee would result in material adverse tax consequences to the Borrowers or any of their Subsidiaries, (g) to the extent the Administrative Agent and Borrowers mutually determine the cost and/or burden of obtaining the guaranty from such Subsidiary outweigh the benefits to the Lenders and (h) any Immaterial Subsidiary.

“Excluded Swap Obligation” means, with respect to any Loan Party (other than the direct counterparty of such Swap Obligation), any Swap Obligation of a Loan Party (other than the direct counterparty of such Swap Obligation) if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Loan Party or the grant of such security interest would otherwise become effective with respect to such Swap Obligation but for such Loan Party’s failure to constitute an “eligible contract participant” at such time.

If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Loan Party or the grant of such security interest would otherwise have become effective with respect to such Swap Obligation but for such Loan Party’s failure to constitute an “eligible contract participant” at such time.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), branch profits Taxes, and franchise Taxes, in each case, that are (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) Other Connection Taxes, (b) in the case of any Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender pursuant to a law in effect on the date on which such Lender (i) becomes a party to this Agreement (other than pursuant to an assignment request by Borrower Agent under Section 10.13) or (ii) changes its Lending Office, except in each case, to the extent that, pursuant to Section 3.01 amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (d) Taxes that would not have been imposed but for such Recipient’s failure to comply with Section 3.01(e), and (e) any U.S. federal withholding Taxes imposed under FATCA.

“Executive Order” has the meaning specified in Section 5.15.

“Existing Floor” means, (a) with respect to the Term SOFR, the rate specified in the definition of “Term SOFR” and (b) with respect to the Base Rate, the rate specified in clause (c) of the definition of “Base Rate”.

“Existing Letters of Credit” means the letters of credit issued and outstanding under this Agreement prior to the Fifth Amendment Effective Date which are identified on Schedule 1.01 hereto.

“Extending Lender” has the meaning specified in Section 10.01.

“Extension Agreement” means an extension agreement, in a form reasonably satisfactory to the Administrative Agent, among Holdings, the Borrowers and one or more Extending Lenders, effecting one or more Extension Permitted Amendments and such other amendments hereto and to the other Loan Documents as are contemplated by Section 10.01.

“Extension Offer” is defined in Section 10.01.

“Extension Permitted Amendment” means an amendment to this Agreement and the other Loan Documents, effected in connection with an Extension Offer pursuant to Section 10.01, providing for an extension of the Revolving Credit Maturity Date and/or Term Loan Maturity Date applicable to the Extending Lenders’ Loans and/or Commitments of the applicable Extension Request Class (such Loans or Commitments being referred to as the “Extended Loans” or “Extended Commitments”, as applicable) and, in connection therewith, may also provide for (a) an increase in the rate of interest accruing on such Extended Loans, (b) in the case of Extended Loans that are Term Loans, a modification of the scheduled amortization applicable thereto, provided that the Weighted Average Life to Maturity of such Extended Loans shall be no less than the remaining Weighted Average Life to Maturity (determined at the time of such Extension Offer) of the Term Loans, (c) a modification of voluntary or mandatory prepayments applicable thereto (including amortization payments), provided that voluntary and mandatory prepayments (including amortization payments) applicable to any other Loans shall not be affected by the terms thereof, (d) an increase in the fees payable to, or the inclusion of new fees to be payable to, the Extending Lenders in respect of such Extension Offer or their Extended Loans or Extended Commitments, and/or (e) different covenants and other provisions that apply only to periods after the then latest maturity date.

“Extension Request Class” is defined in Section 10.01.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any applicable agreement entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Facility” means the Term Loan Facility, the Revolving Credit Facility or any incremental term loan made pursuant to Section 2.18, as the context may require.

“Facility Termination Date” means the date as of which Payment in Full of all Obligations has occurred.

“FDA” means the Federal Food and Drug Administration and any successor thereto.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to BMO on such day on such transactions as reasonably determined by Administrative Agent.

“Fee Letters” means (a) the letter agreement, dated as of the May 28, 2025 between Borrowers and Administrative Agent and (b) the letter agreement, dated as of May 28, 2025, among the Borrowers and the Arrangers party thereto, in each case, as amended, restated, supplemented or otherwise modified pursuant to the terms thereof.

“Fifth Amendment” means that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of the Fifth Amendment Effective Date, by and among the Borrowers, the other Loan Parties party thereto, Administrative Agent and the Lenders party thereto.

“Fifth Amendment Effective Date” means August 5, 2025.

“Fifth Amendment Transactions” has the meaning specified in the Fifth Amendment.

“Fiscal Quarter” means each fiscal quarter of the Borrowers and their Subsidiaries ending on March 31, June 30, September 30 and December 31 of each year.

“Fiscal Year” means each twelve month period of the Borrowers and their Subsidiaries, ending on March 31 of each year.

“Floor” means the rate per annum of interest equal to 0.00%.

“Foreign Assets Control Regulations” has the meaning specified in Section 5.15.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fourth Amendment” means that certain Fourth Amendment to Amended and Restated Credit Agreement and First Amendment to Pledge and Security Agreement dated as of the Fourth Amendment Effective Date, by and among the Borrowers, the other Loan Parties party thereto, Administrative Agent and the Lenders party thereto.

“Fourth Amendment Effective Date” means March 3, 2025.

“Fraudulent Conveyance” has the meaning specified in Section 11.09.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders.

“Fund” means any Person (other than a natural Person) that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or debt securities in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied, subject to Sections 1.03(b) and 1.03(c) below.

“Glaze Acquisition” has the meaning specified in the Fifth Amendment.

“Glaze Acquisition Agreement” has the meaning specified in the Fifth Amendment.

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

“Guarantee” means, as to any Person, any (a) obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith; provided, that with respect to clause (b) of the preceding sentence, if the subject Indebtedness or other obligation is non-recourse, then the amount of such Guarantee shall be deemed to be the lower of the amount of such Guarantee determined pursuant to the foregoing terms of this sentence or the fair market value of the property subject to such Lien. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor” means Holdings, each Subsidiary Guarantor and each other Person that becomes a guarantor of all or part of the Obligations pursuant to Section 6.12 of the Agreement or otherwise.

“Hazardous Materials” means all substances or wastes listed, defined or regulated pursuant to any Environmental Law as explosive, radioactive, hazardous, toxic or as pollutants and petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law due to their hazardous, toxic, dangerous or deleterious properties or characteristics.

“Holdings” has the meaning specified in the introductory paragraph hereto.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Immaterial Subsidiary” means each Subsidiary which, as of the most recently ended Measurement Period, (a) contributed 5.00% or less of Adjusted Consolidated EBITDA for such period or (b) contributed 5.00% or less of the consolidated total assets of the Borrowers and their Subsidiaries; provided that, if, as of the most recently ended Measurement Period, the aggregate amount of Adjusted Consolidated EBITDA or consolidated total assets attributable to all Subsidiaries that are Immaterial Subsidiaries exceeds 10.00% of Adjusted Consolidated EBITDA or consolidated total assets, respectively, for any such period, the Borrowers shall designate sufficient Subsidiaries to eliminate such excess, and such designated Subsidiaries shall no longer constitute Immaterial Subsidiaries under this Agreement; provided, further, that the Borrowers may designate and re-designate a Subsidiary as an Immaterial Subsidiary at any time, subject to the limitations and requirements set forth in this definition.

“Increase” has the meaning specified in Section 2.18(a).

“Increase Effective Date” has the meaning specified in Section 2.18(d).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations (direct or contingent) of such Person evidenced by or arising under bonds (including, without limitation, surety, customs, reclamation or performance bonds), debentures, notes, loan agreements or other similar instruments;

(b)all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guarantees and similar instruments;

(c)net obligations of such Person under any Swap Contract;

(d)(i) all obligations of such Person to pay the deferred purchase price of property or services (other than (x) accrued expenses and trade payables incurred in the Ordinary Course of Business, (y) any working capital adjustment or any earnout obligation, deferred compensation, non-compete or similar obligations under employment agreements of such Person and (z) obligations with respect to seller notes), in each case, to the extent due and payable and (ii) all obligations of such Person with respect to seller notes;

(e)indebtedness secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)obligations under Capital Leases and synthetic or other similar financing leases of such Person;

(g)all obligations of such Person with respect to the redemption, repayment or other repurchase or payment in respect of any Disqualified Equity Interest; and

(h)all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, to the extent such Indebtedness is recourse to such Person and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Net Debt and (B) in the case of the Borrowers and their Subsidiaries, exclude all intercompany Indebtedness incurred in the Ordinary Course of Business (other than for purposes of Section 7.01 hereunder). The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or synthetic or other similar financing lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. The amount of any Indebtedness described in clause (e) above shall be limited to the lesser of the fair market value of any property securing such indebtedness as determined by such Person in good faith and (ii) the aggregate unpaid amount of such Indebtedness.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Intellectual Property” has the meaning given in the Security Agreement.

“Interest Payment Date” means (a) with respect to any Base Rate Loan (including Swing Line Loans), the last day of every calendar quarter) and on the applicable Maturity Date, (b) as to any SOFR Loan the last day of each Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at three month intervals after the first day of such Interest Period, and on the applicable Maturity Date and (c) as to any Swing Line Loan bearing interest by reference to the Swing Line Lender’s Quoted Rate, the last day of the Interest Period with respect to such Swing Line Loan, and on the applicable Maturity Date; provided that, as to any such Loan, (i) if any such date would be a day other than a Business Day, such date shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such date shall be the next preceding Business Day and (ii) the Interest Payment Date with respect to any Borrowing that occurs on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in any applicable calendar month) shall be the last Business Day of any such succeeding applicable calendar month.

“Interest Period” means the period commencing on the date a Borrowing of SOFR Loans or Swing Line Loans (bearing interest at the Swing Line Lender’s Quoted Rate) is advanced, continued, or created by conversion and ending (a) in the case of SOFR Loans bearing interest based on Term SOFR, on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as specified in the applicable Committed Loan Notice and (b) in the case of Swing Line Loans bearing interest at the Swing Line Lender’s Quoted Rate, on the date one (1) to five (5) Business Days thereafter as mutually agreed by Borrower Agent and the Swing Line Lender, provided, that:

i.no Interest Period shall extend beyond the final Maturity Date of the relevant Loans;

ii.no Interest Period with respect to any portion of the Term Loans shall extend beyond a date on which Borrowers are required to make a scheduled payment of principal on the Term Loans, as applicable, unless the sum of (a) the aggregate principal amount of Term Loans that are Base Rate Loans plus (b) the aggregate principal amount of Term Loans that are SOFR Loans with Interest Periods expiring on or before such date equals or exceeds the principal amount to be paid on the Term Loans on such payment date;

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

iv.for purposes of determining an Interest Period for a Borrowing of SOFR Loans, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end; and

v.no tenor that has been removed from this definition pursuant to Section 3.10 below shall be available for specification in such Committed Loan Notice.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the ownership, purchase or other acquisition of Equity Interests or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person (excluding loans or advances made in the Ordinary Course of Business (including travel advances and other similar cash advances) to employees and officers), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such transfer or exchange.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and any Borrower (or any other Loan Party) or in favor the L/C Issuer and relating to any such Letter of Credit.

“JA RF” has the meaning specified in the introductory paragraph hereto.

“Joinder Agreement” means a joinder agreement in the form attached hereto as Exhibit H or in a writing in any other form reasonably acceptable to Administrative Agent duly completed executed by a Person joining this Agreement as a Borrower or Guarantor, as the case may be; provided, however, that any such Person joining as a Borrower must be organized in the United States or District of Columbia unless otherwise agreed by all Lenders.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means each Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Honor Date.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Exposure” means, at any time, for any Lender, such Lender’s Applicable Percentage of the total L/C Obligations at such time.

“L/C Issuer” means BMO and/or any other Lender that, at the request of Borrowers and with the consent of Administrative Agent, agrees, in such Lender’s sole discretion, to become an L/C Issuer, each in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. At any time there is more than one L/C Issuer, all singular references to the L/C Issuer shall mean any L/C Issuer, either L/C Issuer, each L/C Issuer, the L/C Issuer that has issued the applicable Letter of Credit, or both or all L/C Issuers, as the context may require.

“L/C Obligations” means, as at any date of determination, (a) the aggregate undrawn face amount of all outstanding Letters of Credit, plus (b) the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

“Lender Party” means (a) each Lender, (b) each Credit Product Provider to the extent it holds Credit Product Obligations and was a Lender or an Affiliate of a Lender when such Person provided Credit Product Arrangements to the Loan Parties, (c) Administrative Agent, (d) the L/C Issuer, (e) the Swing Line Lender, (f) each Arranger, (g) each SPV and (h) the successors and permitted assigns of each of the foregoing.

“Lender Party Expenses” has the meaning set forth in Section 10.04(a).

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower Agent and Administrative Agent in writing.

“Letter of Credit” means any standby or documentary letter of credit issued by L/C Issuer for the account of a Borrower or any of its Subsidiaries, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Administrative Agent or L/C Issuer for the benefit of a Borrower or any of its Subsidiaries, and shall include the Existing Letters of Credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means, with respect to any Letter of Credit, the day that is the earlier of (a) the date that is twelve months after the date such Letter of Credit is issued and (b) the date that is seven (7) Business Days prior to the Revolving Credit Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day) or, to the extent such Letter of Credit is Cash Collateralized, such later date as may be permitted by Section 2.03(a)(vi) hereof.

“Letter of Credit Fees” means, collectively or individually as the context may indicate, the fees with respect to Letters of Credit described in Section 2.09(b).

“Letter of Credit Sublimit” means $35,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Credit Commitments.

“Licenses” has the meaning given in the Security Agreement.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

    “Limited Condition Acquisition” means any acquisition by a Borrower or one or more of its Subsidiaries permitted pursuant to the Loan Documents whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“Liquidity” means, as of any date of determination, the sum of (x) the Loan Parties’ unrestricted domestic cash and Cash Equivalents plus (y) availability under the Revolving Credit Facility.

“Loan” means an extension of credit under Article II in the form of a Revolving Loan, a Term Loan or a Swing Line Loan, including any Increases.

“Loan Account” has the meaning specified in Section 2.11(a).

“Loan Documents” means this Agreement, each Note and each Security Instrument delivered on or prior to the Fifth Amendment Effective Date.

“Loan Obligations” means all Obligations other than amounts (including fees) owing by any Loan Party or any Subsidiary of any Loan Party pursuant to any Credit Product Arrangements.

“Loan Parties” means Borrowers, Holdings and the Subsidiary Guarantors, collectively.

“Material Acquisition” means any Acquisition the aggregate cash Permitted Acquisition Consideration for which exceeds $50,000,000.

“Material Adverse Effect” means (a) on the Fifth Amendment Effective Date, a Company Material Adverse Effect (as defined in the Glaze Acquisition Agreement as in effect on May 28, 2025) and (b) thereafter, (i) material adverse change in, or a material adverse effect on, the business, assets, financial condition or results of operations of the Borrowers and their Subsidiaries, taken as a whole, (ii) a material adverse effect of the ability of the Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents or (iii) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party (other than to the extent a result of the action or inaction of the Administrative Agent, the Lenders, the other Lender Parties under the Loan Documents or their respective Affiliates, officers, employees, agents, attorneys or representatives).

“Material Intellectual Property” means any Intellectual Property that is, in the reasonable determination of the Borrowers, material to the business operation of the Borrowers and their Subsidiaries, taken as a whole.

“Maturity Date” means either of the Revolving Credit Maturity Date or the Term Loan Maturity Date.

“Maximum Rate” has the meaning specified in Section 10.09.

“Measurement Period” means, at any date of determination, the most recently completed consecutive four Fiscal Quarters of Holdings and its Subsidiaries for which financial statements have or should have been delivered in accordance with Section 6.01(a) or (b).

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or Deposit Account balances provided to reduce or eliminate Fronting Exposure, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time and (b) with respect to Cash Collateral consisting of cash or Deposit Account balances provided in accordance with the provisions of Section 2.16(a)(i) or 2.16(a)(ii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations.

“Minority Investment” means any Person (including any joint ventures, limited liability companies or partnerships) other than a Subsidiary in which the Borrowers or any Subsidiary owns any Equity Interests.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions or with respect to which any Loan Party has any current or contingent liability as a result of being considered a single employer with any ERISA Affiliate.

“Net Cash Proceeds” means (a) with respect to the Disposition of any asset by any Borrower or any Subsidiary or any Event of Loss, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Event of Loss (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Event of Loss, any insurance proceeds or condemnation awards in respect of such Event of Loss actually received by or paid to or for the account of the Borrowers or any Subsidiary but excluding, in any event, any cash and Cash Equivalents received solely as proceeds of business interruption insurance) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Event of Loss and that is required to be repaid in connection with such Disposition or Event of Loss, (B) the out-of-pocket fees and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees and, with respect to any Event of Loss, costs incurred in connection with the collection of such proceeds, awards or other payments or any settlement of claims with respect thereto) actually incurred by the Borrowers or such Subsidiary in connection with such Disposition or Event of Loss, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, or upon the distribution to a Loan Party of such proceeds from such Disposition or Event of Loss, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrowers or any Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or with respect to any indemnification obligations associated with such transaction, and it being understood that “Net Cash Proceeds” shall include (i) any cash or Cash Equivalents received upon the Disposition of any non-cash consideration by the Borrowers or any Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) above or if such liabilities have not been satisfied in cash and such reserve is not reversed within 365 days after such Disposition or Event of Loss, the amount of such reserve; and (b) with respect to the incurrence or issuance of any Indebtedness by the Borrowers or any Subsidiary, the excess, if any, of (x) the sum of the cash received in connection with such incurrence or issuance over (y) the sum of (A) the reasonable investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other reasonable and customary expenses, incurred by the Borrowers or such Subsidiary in connection with such incurrence or issuance and (B) taxes paid or reasonably estimated to be actually payable in connection therewith, or upon the distribution to a Loan Party of proceeds from such incurrence or issuance.

“Non-Consenting Lender” has the meaning specified in Section 10.01.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means any or all of the Revolving Loan Notes and/or the Term Loan Notes, as applicable.

“Obligations” means all amounts owing by any Loan Party to Administrative Agent, any Lender or any other Lender Party (excluding Persons specified in clause (b) of the definition thereof solely to the extent of any Credit Product Obligations owed to such Persons) pursuant to or in connection with this Agreement or any other Loan Document or otherwise with respect to any Loan or Letter of Credit, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any proceeding under any Debtor Relief Law relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to Administrative Agent incurred and payable by the Loan Parties pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, together with all renewals, extensions, modifications or refinancings thereof; provided, that Obligations shall not include Excluded Swap Obligations.

“OFAC” has the meaning specified in Section 5.15.

“Offered Loans” has the meaning specified in Section 2.19(c).

“Ordinary Course of Business” means the ordinary course of business of the Borrowers and their Subsidiaries and undertaken in good faith.

“Organization Documents” means, as applicable with respect to any Person, its certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); its certificate or articles of formation or organization and operating agreement; or its partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization.

“Original Closing Date” means December 23, 2016.

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, excluding for the avoidance of doubt, Excluded Taxes.

“Otherwise Acceptable” shall mean, in any form (1) reasonably acceptable to the Administrative Agent or (2) posted to the Lenders and (A) accepted by the Required Lenders and/or (B) not objected to by the Required Lenders in writing within five (5) Business Days of being posted, in which case the Required Lenders shall be deemed to have agreed that the Administrative Agent’s entry into any intercreditor agreement or subordination agreement (or, in each case, such joinder thereto) (or, in each case, any such amendment thereto, restatement thereof or other modification thereto) is reasonable and to have consented to such intercreditor agreement or subordination agreement (or, in each case, such joinder thereto) (or, in each case, any such amendment thereto, restatement thereof or other modification thereto); provided that, notwithstanding the foregoing and for the avoidance of doubt, if any such intercreditor agreement or subordination agreement is entered into to subordinate the Obligations or Liens securing the Obligations hereunder to any other Indebtedness and/or Liens securing such other Indebtedness (each, a “Priming Agreement”), such Priming Agreement approved pursuant to this definition and Section 9.15 hereof shall also require the consent of the other applicable Lenders (if any) in accordance with Section 10.01(h) (solely to the extent such other Lenders would have consent rights thereunder if the applicable Indebtedness or Liens to which the Obligations and/or Lien securing the Obligations are being subordinated were issued or incurred in reliance on an amendment or modification of any term or provision of any Loan Document to permit such issuance or incurrence).

“Outstanding Amount” means, as applicable, the aggregate outstanding principal amount of Revolving Loans, Swing Line Loans and/or Term Loans on any date after giving effect to any Borrowings, prepayments or repayments thereof occurring on such date, and with respect to any L/C Obligations, the aggregate outstanding amount of such L/C Obligations on any date after giving effect to any L/C Credit Extension or other changes in the aggregate amount of the L/C Obligations occurring on such date.

“Outstanding Items” has the meaning specified in Section 6.18.

“Overnight Rate” means, for any day, with respect to any amount denominated in Dollars, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation.

“Participant” has the meaning specified in clause (d) of Section 10.06.

“Participation and SPV Register” has the meaning specified in clause (d) of Section 10.06.

“Payment in Full” or “Payment in Full of the Obligations” means (a) the payment in full in cash of all Loan Obligations (other than contingent indemnification or expense reimbursement claims for which no claim has been asserted), together with all accrued and unpaid interest and fees thereon, other than L/C Obligations that have been fully Cash Collateralized, (b) the Commitments shall have terminated or expired, and (c) the obligations and liabilities of each Loan Party under all Credit Product Arrangements constituting Secured Obligations, to the extent such obligations and liabilities are then due and outstanding as of the date clauses (a) and (b) preceding have been satisfied and the amount of such obligations and liabilities has been provided to Administrative Agent and Borrower Agent in writing by the applicable Credit Product Provider on or prior to such date, shall have been paid and satisfied in full or fully Cash Collateralized (other than contingent indemnification claims for which no claim has been asserted). “Paid in Full,” “paid in full,” “payment in full,” and “payment in full of the Obligations” have meanings correlative thereto.

“Payment Recipient” has the meaning specified in Section 9.16.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA, and any sections of the Code or ERISA related thereto that are enacted after the date of this Agreement.

“Pension Plan” means any employee pension benefit plan (other than a Foreign Plan or Multiemployer Plan) that is maintained or is contributed to by any Loan Party, or with respect to which any Loan Party has any current or contingent liability as a result of being considered a single employer with any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Acquisition” means any Acquisition by a Borrower or a Subsidiary of a Borrower, including any Foreign Subsidiary, (i) that has been approved by the Required Lenders or (ii) so long as all of the following conditions have been satisfied:

(a)the Person or business which is the subject of such Acquisition is in a line of business permitted by Section 7.07;

(b)the Person to be (or whose assets are to be) acquired does not oppose such Acquisition (unless otherwise agreed by the Required Lenders);

(c)no Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition; provided, that solely with respect to a Limited Condition Acquisition, at the Borrower Agent’s election this clause (c) shall instead require that (x) no Specified Event of Default shall exist on the execution date of the applicable acquisition agreement for such Limited Condition Acquisition, and (y) no Event of Default under Section 8.01(a) or 8.01(f) shall exist on the date the Limited Condition Acquisition is consummated;

(d)after giving pro forma effect to such Acquisition (including the payment of cash and other property given as consideration, any Indebtedness incurred, assumed or acquired by any Borrower or Subsidiary, as applicable, in connection with such Acquisition and all fees expenses and transaction costs incurred in connection therewith), (i) the Loan Parties shall be in compliance on a Pro Forma Basis with the covenants set forth in (x) Section 7.12(a) and Section 7.12(b), in each case, for the Fiscal Quarter most recently ended as determined based on the financial statements for the most recently ended fiscal period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b) (for the avoidance of doubt, with respect to any Material Acquisition, the foregoing subclause (i)(x) shall not apply) and (ii) solely for any Material Acquisition, the Loan Parties shall have on a Pro Forma Basis a Consolidated Total Net Leverage Ratio of not greater than 3.75:1.00 for the Fiscal Quarter most recently ended as determined based on the financial statements for the most recently ended fiscal period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b); provided, that in the case of any Limited Condition Acquisition, the requirements set forth in clauses (i) and (ii) above shall, at the election of the Borrower Agent, be tested (and assuming for purposes of such calculations that (x) in the case of any Limited Condition Incremental Facility being incurred in connection therewith such Limited Condition Incremental Facility is fully drawn as of such date but without “netting” the Cash proceeds of such Limited Condition Incremental Facility, and (y) the proposed Limited Condition Acquisition, and all transactions to occur in connection therewith, have been effected) either on the execution date of the applicable acquisition agreement or the date the Limited Condition Acquisition is consummated; provided, further that the requirement provided in this clause (e) shall not apply with respect any Acquisition that is financed solely with the Net Cash Proceeds of issuances by Holdings (or any direct or indirect parent entity thereof) of, or capital contributions to, its Equity Interests that are not Disqualified Equity Interests, Permitted Cure Securities or cash common equity contributions in connection with an Equity Cure pursuant to Section 8.04 (other than issuances of, or contributions to, Equity Interests that are included in the calculation of the Available Amount or the Net Cash Proceeds of which are used to make Restricted Payments under Section 7.06(i)) and solely to the extent the Net Cash Proceeds of such issuances or contributions are contributed by Holdings to a Borrower as cash common equity;

(e)Borrower Agent shall have promptly furnished to Administrative Agent (i) an executed copy of the acquisition agreement (together with exhibits and schedules thereto) for such intended Acquisition and (ii) with respect to any Material Acquisition and to the extent available, (w) a description of the proposed Acquisition, (x) pro forma consolidated projections with respect to the intended Acquisition, (y) historical financial statements for the target of the intended Acquisition and (z) such other customary information or documentation regarding the intended Acquisition as Administrative Agent may reasonably request, including, to the extent available, a due diligence package (provided that, to the extent any such diligence materials are subject to confidentiality obligations not entered into in contemplation of this clause (e) or are privileged (such as legal or tax reports), such materials need not be delivered);

(f)Borrower Agent shall have furnished to Administrative Agent at least two (2) Business Days (or such shorter period as may be agreed by Administrative Agent) prior to the date on which any such Acquisition is to be consummated, a certificate of a Responsible Officer of Borrower Agent with a reasonably detailed calculation of item (d)(i) and (ii) above;

(g)to the extent obtained by the Loan Parties or their Affiliates, a quality of earnings report with respect to the target of such Acquisition; and

(h)the Permitted Acquisition Consideration for all Permitted Acquisitions of targets that will not become Guarantors, or of assets in respect of which Administrative Agent shall not have a first priority perfected Lien (subject to Permitted Liens) on such assets that constitute Collateral, does not exceed the greater of (i) $75,000,000 and (ii) 30% of Adjusted Consolidated EBITDA for the four Fiscal Quarter period most recently ended as to which financial statements were required to be delivered pursuant to this Agreement in the aggregate during the term of this Agreement plus the Available Amount when aggregated with all other Permitted Acquisitions of targets that will not become Guarantors, or of assets in respect of which Administrative Agent shall not have a first priority perfected Lien (subject to Permitted Liens) on such assets that constitute Collateral consummated during the term of this Agreement; provided, that the limitation provided in this clause (i) shall not apply (a) with respect to that portion of the consideration in the form of Equity Interests of Holdings (or any parent entity thereof) that are not Disqualified Equity Interests and (b) to the extent such Acquisition is financed with the Net Cash Proceeds of issuances by Holdings (or any parent entity thereof) of, or capital contributions to, its Equity Interests that are not Disqualified Equity Interests, Permitted Cure Securities or cash common equity contributions in connection with an Equity Cure pursuant to Section 8.04 (other than issuances of, or contributions to, Equity Interests that are included in the calculation of the Available Amount or the Net Cash Proceeds of which are used to make Restricted Payments under Section 7.06(i)) and solely to the extent the Net Cash Proceeds of such issuances or contributions are contributed by Holdings to a Borrower as cash common equity.

“Permitted Acquisition Consideration” means the purchase consideration for a Permitted Acquisition and all other payments (but excluding any related acquisition fees, costs and expenses incurred in connection with any Permitted Acquisition), directly or indirectly, by Borrowers or any Subsidiary in exchange for, or as part of, or in connection with, a Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of any property or incurrence or assumption of Indebtedness or otherwise and whether payable at or prior to the consummation of a Permitted Acquisition or deferred for payment at any future time (including earnouts, seller notes and other deferred purchase price obligations); provided, that any such future payment that is an earnout or other deferred purchase price obligation shall be included in the determination of Permitted Acquisition Consideration as the maximum amount of such earnout or other deferred purchase price obligation; provided, further, that Permitted Acquisition Consideration shall not include (a) the portion of consideration or payment constituting salary payments pursuant to ordinary course employment agreements and salary bonuses payable thereunder to the extent relating to the applicable Permitted Acquisition and (b) the portion of consideration or payment attributable to cash and Cash Equivalents constituting working capital acquired by Borrowers or their Subsidiaries as part of the applicable Permitted Acquisition in excess of the working capital target set forth in the purchase agreement for such Permitted Acquisition.

“Permitted Cure Security” means an Equity Interest other than a Disqualified Equity Interest or other capital consideration the proceeds of which are utilized in connection with a Cure Right pursuant to Section 8.04.

“Permitted Holder” means (i) the individual founders of the e.l.f. cosmetics business identified to Agent in writing prior to the Fourth Amendment Effective Date and any current or former director, officer, employee, member of management, in each case, on the Fourth Amendment Effective Date, that is an equityholder in Holdings or any direct or indirect parent thereof (collectively, the “Management Equityholders”), (ii) such founders’ and Management Equityholders’ respective spouses and descendants (whether natural or adopted), and any trust, limited partnership, limited liability company, corporation or other bona-fide estate planning entity of any such founder the only beneficiaries of which are any of the foregoing individuals, such individual’s estate (or an executor or administrator acting on its behalf), heirs or legatees or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor and (iii) entities that are 100% wholly-owned, directly or indirectly, by such founders or Management Equityholders.

“Permitted Liens” has the meaning specified in Section 7.02.

“Permitted Refinancing” means, with respect to any Person, any modification (other than a release of such Person), refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under Section 7.01, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.01(a), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.01(e), at the time thereof, no Event of Default shall have occurred and be continuing, (d) such modified, refinanced, refunded, renewed or extended Indebtedness shall only be guaranteed by Holdings and/or the Subsidiaries of the Borrowers that are otherwise or are required to be guarantors of the Indebtedness being modified, refinanced, refunded, renewed or extended, at the time of such modification, refinancing, refund, renewal or extension of Indebtedness occurs, and any other Subsidiaries that are acquired in connection with such refinancing, (e) such modified, refinanced, refunded, renewed or extended Indebtedness shall not be secured by any property or assets other than the property or assets that were or are required to be collateral (and then only with the same priority) for the Indebtedness being modified, refinanced, refunded, renewed or extended at the time of such modification, refinancing, refunding, renewal or extension, and (f) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.01(b) or (l), to the extent such Indebtedness being so modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being so modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower Agent has determined in good faith that such terms and conditions satisfy the foregoing requirement (which determination shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement.

“Permitted Sale Leaseback” means any Sale Leaseback consummated by a Borrower or any of its Subsidiaries after the Fourth Amendment Effective Date; provided that any such Sale Leaseback that is not between (a) a Loan Party and another Loan Party or (b) a Subsidiary that is not a Loan Party and another Subsidiary that is not a Loan Party must be, in each case, consummated for fair value as determined at the time of consummation in good faith by such Borrower or such Subsidiary.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan, but other than a Multiemployer Plan and other than a Foreign Plan), maintained for employees of any Loan Party or any such plan to which any Loan Party is required to contribute (including any Pension Plan which any ERISA Affiliate maintains, or is required to contribute to) on behalf of any of its employees.

“Platform” has the meaning specified in Section 10.02(c).

“Post-Acquisition Period” means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the fourth full consecutive Fiscal Quarter immediately following the date on which such Permitted Acquisition is consummated.

“Pro Forma Adjustment” means, for any Measurement Period that includes all or any part of a Fiscal Quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Adjusted Consolidated EBITDA of the Loan Parties and their Subsidiaries, (a) the pro forma increase or decrease in such Acquired EBITDA or such Adjusted Consolidated EBITDA, as the case may be, that is factually supportable and is expected to have a continuing impact, and (b) additional pro forma adjustments arising out of cost savings initiatives and operating expense reductions attributable to such transaction and additional costs associated with the combination of the operations of such Acquired Entity or Business with the operations of the Borrowers and their Subsidiaries, in each case being given pro forma effect that are projected by the Borrowers in good faith to be realized as a result of specified actions taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower Agent) prior to or during the 18-month period following the date of such date thereof (which will be added to Adjusted Consolidated EBITDA as so projected until fully realized and calculated on a Pro Forma Basis as though such cost savings and/or operating expense reductions had been realized during such period), net of the amount of actual benefits realized during such period from such actions and are reasonably identifiable and factually supportable (in the good faith determination of the Borrower Agent) and, in each case, including, but not limited to, (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions, (y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining of corporate overhead) taking into account, for purposes of determining such compliance, the historical financial statements of the Acquired Entity or Business and the consolidated financial statements of the Borrowers and their Subsidiaries, assuming such Permitted Acquisition or Disposition, and all other Permitted Acquisitions or Dispositions that have been consummated during the period, and any Indebtedness or other liabilities repaid in connection therewith had been consummated and incurred or repaid at the beginning of such period (and assuming that such Indebtedness to be incurred bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the interest rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided, that any increase in Acquired EBITDA or Adjusted Consolidated EBITDA, as the case may be, as a result of such Pro Forma Adjustments shall not, together with all increases in Adjusted Consolidated EBITDA pursuant to Restructuring Charges, Business Optimization Expenses and Reserves (as defined in the Compliance Certificate) and Cost Savings and Synergies (as defined in the Compliance Certificate), exceed the greater of $87,500,000 and 35% (or such greater amount approved by the Administrative Agent) of Adjusted Consolidated EBITDA on a Pro Forma Basis calculated prior to giving effect to such adjustments and the adjustments resulting from Restructuring Charges, Business Optimization Expenses and Reserves and Costs Savings and Synergies in the aggregate in any Measurement Period.

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by a Borrower or any of its Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Adjusted Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Borrower Agent in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrowers and their Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“Properly Contested” means with respect to any obligation of a Loan Party or any Subsidiary of a Loan Party, (a) the obligation is being properly contested in good faith by appropriate proceedings; and (b) appropriate reserves have been established in accordance with GAAP.

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

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified IPO” means a bona fide underwritten sale to the public of common stock of Holdings or any other direct or indirect parent company of the Borrowers pursuant to a registration statement (other than on Form S-8 or any other form relating to securities issuable under any benefit plan of Holdings or any other direct or indirect parent company of the Borrowers) that is declared effective by the SEC.

“Qualifying Lenders” has the meaning set forth in Section 2.19(e).

“Qualifying Loans” has the meaning specified in Section 2.19(e).

“Real Estate” means all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned by any Loan Party, including all easements, rights-of-way, and similar rights appurtenant thereto and all leases, tenancies, and occupancies thereof.

“Recipient” means (a) Administrative Agent, (b) any Lender, (c) any L/C Issuer or (d) any other Lender Party.

“Register” has the meaning specified in Section 10.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, partners, employees, agents and controlling Persons of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System of the United States and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System of the United States and/or the Federal Reserve Bank of New York or, in each case, any successor thereto.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of (a) Total Outstandings and (b) aggregate unused Commitments; but if at least two unaffiliated Lenders that are not Defaulting Lenders exist, Required Lenders must include at least two unaffiliated Lenders that are not Defaulting Lenders. The unused Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Revolving Lenders” means, as of any date of determination, Lenders (a) holding more than 50% of the Aggregate Revolving Credit Commitments of all Lenders, or (b) if the Aggregate Revolving Credit Commitments have been terminated, more than fifty percent (50%) of the sum, without duplication, of the aggregate outstanding amount of Revolving Loans, the outstanding L/C Obligations, amounts of participations in Swing Line Loans and the principal amount of unparticipated portions of Swing Line Loans; but if at least two unaffiliated Revolving Lenders that are not Defaulting Lenders exist, Required Revolving Lenders must include at least two unaffiliated Lenders that are not Defaulting Lenders. The unused Revolving Credit Commitments of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time.

“Rescindable Amount” has the meaning specified in Section 2.12(b)(ii).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to each Loan Party, the chief executive officer, president, chief financial officer, vice president, treasurer or controller of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restatement Effective Date” means April 30, 2021.

“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of Holdings or any Subsidiary or (b)  any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to a Loan Party’s or its Subsidiaries’ stockholders, partners or members (or the equivalent Person thereof).

“Revolving Credit Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to Borrowers pursuant to Section 2.01(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Retained Declined Proceeds” shall have the meaning assigned to such term in Section 2.06(v).

“Revolving Credit Facility” means the facility described in Sections 2.01(a), 2.03 and 2.04 providing for Revolving Loans, Letters of Credit and Swing Line Loans to or for the benefit of Borrowers by the Revolving Lenders, L/C Issuer and Swing Line Lender, as the case may be, in the maximum aggregate principal amount at any time outstanding of $500,000,000 as adjusted from time to time pursuant to the terms of this Agreement.

“Revolving Credit Maturity Date” means March 3, 2030, or if such date is not a Business Day, the immediately succeeding Business Day.

“Revolving Credit Outstandings” means, with respect to any Lender at any time, the sum of the Outstanding Amount of such Lender’s Revolving Loans and its L/C Exposure and Swing Line Exposure at such time.

“Revolving Credit Termination Date” means the earliest of (a) the Revolving Credit Maturity Date, (b) the date of termination of the Aggregate Revolving Credit Commitments pursuant to Section 2.07(a), and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Revolving Lender” means each Lender that has a Revolving Credit Commitment or, following termination of the Revolving Credit Commitments, has Revolving Loans outstanding or participations in outstanding Letters of Credit and/or Swing Line Loans.

“Revolving Loan” means a Base Rate Loan or a SOFR Loan made to Borrowers pursuant to Section 2.01(a) or any Increase pursuant to Section 2.18.

“Revolving Loan Note” means a promissory note made by Borrowers in favor of a Revolving Lender evidencing Revolving Loans made by such Revolving Lender, substantially in the form of Exhibit C-1.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.

“SEC” means the Securities and Exchange Commission.

“Sale Leaseback” means any transaction or series of related transactions pursuant to which the Borrowers or any of their Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“Secured Obligations” means (a) the Obligations and (b) all Credit Product Obligations; provided, that Secured Obligations shall not include Excluded Swap Obligations.

“Securitization” means an existing or proposed public or private offering of securities by, or other financing facility involving, a Lender or any of its Affiliates or their respective successors and assigns, which represent an interest in, or which are collateralized, in whole or in part, by the Loans or the Commitments.

“Security Agreement” means the Pledge and Security Agreement dated as of the Original Closing Date by the Loan Parties and Administrative Agent for the benefit of the Lender Parties.

“Security Instruments” means, collectively or individually as the context may indicate, the Security Agreement, all security agreements pertaining to Intellectual Property and all other agreements, instruments and other documents, whether now existing or hereafter in effect, pursuant to which any Loan Party or other Person shall grant or convey to Administrative Agent or the Lenders a Lien in property as security for all or any portion of the Obligations.

“Settlement Date” has the meaning provided in Section 2.14(a).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York) or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means a Loan bearing interest based on Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate.”

“Sold Entity or Business” has the meaning specified in the Compliance Certificate.

“Solvent” means, as to any Person on any date of determination, that on such date such Person (a) owns assets whose fair value (on a consolidated and going concern basis) exceeds such Person’s debts and liabilities, subordinated, contingent or otherwise; (b) owns property whose present fair salable value (on a consolidated and going concern basis) is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of such Person’s debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (c) is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business; and (d) is not engaged in, and is not about to engage in, business contemplated as of the applicable date of determination for which they have unreasonably small capital. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

“Specified Event of Default” means any Event of Default under Section 8.01(a), 8.01(b) (solely with respect to Article VII) or 8.01(f).

“Specified Representations” means those representations and warranties made by the Borrowers and the Guarantors in Sections 5.01(a) (in respect of the Borrowers and the Guarantors only), 5.01(b)(ii), 5.02(a)(i), 5.03, 5.04(d), 5.13 and 5.15(b) (in respect of use of proceeds only).

“Specified Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, or any Increase that by the terms of this Agreement requires, as a condition to consummating such transaction, compliance with the financial covenants to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect”; provided that any increase in the Revolving Commitment, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn.

“SPV” means any special purpose funding vehicle identified as such in a writing by any Lender to the Administrative Agent.

“Subordinated Indebtedness” has the meaning specified in Section 7.01(v).

“Subordination Provisions” has the meaning specified in Section 8.01(k).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (but not a representative office of such Person) of which a majority of the Voting Equity Interests are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings or any of its direct or indirect Subsidiaries.

“Subsidiary Guarantor” and “Subsidiary Guarantors” means each Subsidiary that becomes a Guarantor of all or a part of the Secured Obligations pursuant to Section 6.12 of the Agreement or otherwise.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code, and (c) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Exposure” means, at any time, the Outstanding Amount of all Swing Line Loans outstanding at such time. The Swing Line Exposure of any Lender at any time shall be its Applicable Percentage of the total Swing Line Exposure at such time.

“Swing Line Lender” means BMO in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Lender’s Quoted Rate” has the meaning specified in Section 2.04(b).

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Sublimit” means an amount equal to $35,000,000. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Credit Commitments.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period, made by each of the Term Lenders pursuant to Section 2.01(b).

“Term Lender” means each Lender that has a Term Loan Commitment or, following termination of the Term Loan Commitments, has Term Loans outstanding.

“Term Loan” means a Base Rate Loan or a SOFR Loan made to Borrowers pursuant to Section 2.01(b) or any Increase under an incremental term facility pursuant to Section 2.18.

“Term Loan Commitment” means, as to each Term Lender, its obligation to make Term Loans to Borrowers on the Fifth Amendment Effective Date pursuant to Section 2.01(b) in an aggregate original principal amount equal to the amount set forth opposite such Term Lender’s name on Schedule 2.01.

“Term Loan Facility” means the facility described in Section 2.01(b), providing for Term Loans to Borrowers by the Term Lenders in the original aggregate principal amount of $600,000,000.

“Term Loan Maturity Date” means March 3, 2030, or if such date is not a Business Day, the immediately succeeding Business Day.

“Term Loan Note” means a promissory note made by Borrowers in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit C-2.

“Term SOFR” means, for the applicable tenor, the Term SOFR Reference Rate on the day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to (a) in the case of SOFR Loans, the first day of such applicable Interest Period, or (b) with respect to Base Rate, such day of determination of the Base Rate, in each case as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day, provided, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the per annum forward-looking term rate based on SOFR.

“Total Outstandings” means the Outstanding Amount of all Loans and L/C Obligations.

“Total Revolving Credit Outstandings” means, without duplication, the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations at such time.

“Trading With the Enemy Act” has the meaning specified in Section 5.15.

“Transaction” means, individually or collectively as the context may indicate, the entering by Borrowers and the other Loan Parties of the Loan Documents to which they are a party and the funding of the Revolving Credit Facility, in each case, including the payment of any costs, fees and expenses in connection with the foregoing.

“Treasury Management and Other Services” means (a) all arrangements for the delivery of treasury management services, (b) all commercial credit card, purchase card and merchant card services; and (c) all other banking products or services, including supply chain finance and supplier finance, other than Letters of Credit and Swap Contracts, in each case, to or for the benefit of any Loan Party or a Subsidiary of a Loan Party which are entered into or maintained with a Lender or Affiliate of a Lender and which are not prohibited by the express terms of the Loan Documents.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a SOFR Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, with respect to any financing statement or by reason of any mandatory provisions of law, the perfection or the effect of perfection or non-perfection of any security interests granted to Administrative Agent pursuant to any applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, the term “UCC” shall also include the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of this Agreement, each Loan Document and any financing statement relating to such perfection or effect of perfection or non-perfection.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unused Fee” has the meaning specified in Section 2.09(a).

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“USA PATRIOT Act” has the meaning specified in Section 5.15.

“Voting Equity Interests” of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary voting power for the election of directors or other similar governing body of such Person, other than stock or other equity interests having such power only by reason of the happening of a contingency.

“W3LL” has the meaning specified in the introductory paragraph hereto.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”), the effects of any prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02.Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment set forth herein or in any other Loan Document), (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d)For purposes of determining compliance with any provision in Section 7.01, 7.02, 7.03, 7.05, 7.06, 7.08 or 7.11(a), in the event that an item or subject matter meets the criteria of more than one of the categories described in each of the respective Sections therein, the Borrowers may, in their commercially reasonable discretion, classify and reclassify or later divide, classify or reclassify such item or subject matter (or any portion thereof) and will only be required to include the amount and type of such item or subject matter in one or more of the applicable categories in the applicable Section.

1.03.Accounting Terms.

(a)Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower Agent, Administrative Agent or the Required Lenders shall so request, Administrative Agent, the Lenders and Borrower Agent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower Agent shall provide to Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)Pro Forma Calculations. Any pro forma calculation of the financial covenants set forth in Section 7.12 hereof (i) shall be made on a Pro Forma Basis as if all Specified Transactions (including, without limitation, all Indebtedness incurred or Acquisitions or Dispositions of a Subsidiary or business segment) made prior to the time of such measurement had been incurred or made, as applicable, on the first day of the Measurement Period most recently ended for which Borrower Agent has delivered (or was required to deliver) financial statements pursuant to Sections 6.01(a) or 6.01(b) and (ii) as of any date occurring prior to March 31, 2025 shall assume that the maximum Consolidated Total Net Leverage Ratio or minimum Interest Coverage Ratio, as applicable, permitted or required, as applicable, as of such date is the applicable covenant level for the Measurement Period ending March 31, 2025. All defined terms used in the calculation of the financial covenants set forth in Section 7.12 hereof shall be calculated on a historical pro forma basis giving effect, during any Measurement Period that includes any Permitted Acquisition or, to the extent there is a reasonable basis for Administrative Agent to verify such historical results, any other Investment constituting an Acquisition permitted to be made hereunder, to the actual historical results of the Person or line of business so acquired and which amounts shall include adjustments as contemplated by the Pro Forma Adjustments set forth herein and in the Compliance Certificate.

(d)In computing financial ratios and other financial calculations of Holdings and its Subsidiaries required to be submitted pursuant to this Agreement, all Indebtedness shall be calculated at par value irrespective of whether such Person has elected the fair value option pursuant to FASB Interpretation No. 159 – The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 (February 2007).

1.04.Uniform Commercial Code. As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “Chattel Paper,” “Commodity Account”, “Commodity Contract”, “Deposit Account,” “Documents,” “General Intangible,” “Instrument,” “Inventory,” and “Securities Account.”

1.05.Interest Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Benchmark, any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes, except, in the case of clauses (a) and (b), to the extent of liabilities resulting from the bad faith, gross negligence or willful misconduct of the Administrative Agent, as determined by a court of competent jurisdiction in a final and non-appealable judgment. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Benchmark or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error (including the calculation of any such rate (or component thereof)) made by any such information source or service.

1.06.Foreign Currency. Transactions with Foreign Subsidiaries permitted hereunder that are denominated in Dollars shall be deemed to be the dollar equivalent of any such transactions that are actually funded in a foreign currency, if applicable, using prevailing exchange rates at the time of such transaction and without giving effect to fluctuations in exchange rates.

1.07.Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable).

1.08.Divisions. Notwithstanding anything to the contrary in this Agreement, (i) any division of a limited liability company shall constitute a separate Person hereunder, and each resulting division of any limited liability company that, prior to such division, is a Subsidiary, a Loan Party, a joint venture or any other like term shall remain a Subsidiary, a Loan Party, a joint venture, or other like term, respectively, after giving effect to such division, to the extent required under this Agreement, and any resulting divisions of such Persons shall remain subject to the same restrictions and corresponding exceptions applicable to the pre-division predecessor of such divisions, (ii) in no event shall Holdings be permitted to effectuate a division and (iii) if any Subsidiary shall consummate a division permitted under this Agreement in accordance with the foregoing, such Subsidiary shall be required to immediately (effective simultaneously with the effectiveness of such division) comply with the requirements set forth in Section 6.12 to the extent applicable.

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01.Loan Commitments.

(a)Revolving Credit Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans in U.S. Dollars to Borrowers from time to time until the Revolving Credit Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment, subject to the following limitations:

(i)after giving effect to any Revolving Borrowing, the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments,

(ii)the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and

(iii)the Outstanding Amount of all Swing Line Loans shall not at any time exceed the Swing Line Sublimit.

Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, Borrowers may borrow under this Section 2.01(a), prepay under Section 2.06(a), and reborrow under this Section 2.01(a).

(b)Term Loan Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a Term Loan in U.S. Dollars to Borrowers on the Fifth Amendment Effective Date in an amount equal to such Lender’s Term Loan Commitment. The advance of the Term Loan shall be made simultaneously by the Lenders on the Fifth Amendment Effective Date in accordance with their respective Applicable Percentages of the Term Loan Facility. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed.

2.02.Borrowings, Conversions and Continuations of Loans.

(a)Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of SOFR Loans shall be made upon Borrower Agent’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of SOFR Loans or of any conversion of SOFR Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower Agent. Each Borrowing of, conversion to or continuation of SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $10,000 in excess thereof. If Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If Borrowers request a Borrowing of, conversion to, or continuation of SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)Following receipt of a Committed Loan Notice for a Facility, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by Borrower Agent, Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Revolving Borrowing or of a Term Borrowing, each Lender shall make the amount of its Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), Administrative Agent shall make all funds so received available to Borrowers in like funds as received by Administrative Agent either by (i) crediting the account of Borrowers on the books of BMO with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with written instructions provided to (and reasonably acceptable to) Administrative Agent by Borrower Agent.

(c)Except as otherwise provided herein, a SOFR Loan may be continued or converted only on the last day of an Interest Period for such SOFR Loan. During the existence of an Event of Default, at the election of Required Lenders, no Loans may be requested as, converted to or continued as SOFR Loans with an Interest Period in excess of one month.

(d)After giving effect to all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than nine (9) Interest Periods in effect in respect of the Facilities plus two (2) for any Increase.

2.03.Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.03, from time to time on any Business Day during the period from the Restatement Effective Date until the earlier to occur of the Letter of Credit Expiration Date or Revolving Credit Termination Date, to issue Letters of Credit at the request of Borrower Agent for the account of any Borrower or any Subsidiary thereof and for the benefit of any Borrower or any Subsidiary thereof, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of any Borrower and any drawings thereunder; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension, if as of the date of such L/C Credit Extension, (A) the aggregate Revolving Credit Outstandings of any Revolving Lender would exceed such Revolving Lender’s Revolving Credit Commitment, (B) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments or (C) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower Agent that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

(ii)The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A)subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur later than the earlier of (i) the Letter of Credit Expiration Date, and (ii) twelve months after the date of issuance,

(B)any order, judgment, decree, request or directive of any Governmental Authority or arbitrator or any Law shall by its terms purport to enjoin, restrain or prohibit the L/C Issuer from issuing such Letter of Credit or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date;

(C)the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer;

(D)such Letter of Credit is in an initial amount less than $10,000; or

(E)any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iii)The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(iv)The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(v)The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(vi)Notwithstanding anything contained in this Section 2.03, at the election of Administrative Agent and the L/C Issuer, Borrower Agent may request that the L/C Issuer issue Letters of Credit with expiration dates extending beyond the earlier of the Letter of Credit Expiration Date and the Revolving Credit Termination Date (or that the L/C Issuer permits an automatic extension of any Letter of Credit to a date beyond the earlier of the Letter of Credit Expiration Date and the Revolving Credit Termination Date), in each case subject to the delivery to Administrative Agent by Borrowers of cash collateral in an amount at least equal to the Minimum Collateral Amount (to be held by the Administrative Agent as set forth in Section 2.16 hereof), and in any event, such cash collateral shall be deposited no later than 5 Business Days prior to the earlier of the Letter of Credit Expiration Date and the Revolving Credit Termination Date.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower Agent delivered to the L/C Issuer (with a copy to Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Borrower Agent and, if applicable, of the applicable Borrower. Such Letter of Credit Application must be received by the L/C Issuer and Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, each Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer the date on which the proposed Letter of Credit is to be issued (which shall be a Business Day), the expiration date of such Letter of Credit and such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer the Letter of Credit to be amended, the proposed date of amendment thereof (which shall be a Business Day), and such other matters as the L/C Issuer may require. Additionally, Borrower Agent shall furnish to the L/C Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or Administrative Agent may require.

(ii)Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such Letter of Credit Application and, if not, the L/C Issuer will provide Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender, Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Percentage of such Letter of Credit.

(iii)If Borrower Agent so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, Borrower Agent shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from Administrative Agent, any Revolving Lender or Borrower Agent that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Borrower Agent and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or presentation of documents under such Letter of Credit, the L/C Issuer shall notify the Borrower Agent and Administrative Agent thereof. Not later than 1:00 p.m. on the first Business Day immediately following the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrowers shall reimburse the L/C Issuer through Administrative Agent in Dollars and in an amount equal to the amount of such drawing (together with interest thereon at the rate then applicable to Base Rate Revolving Loans). If Borrowers fail to so reimburse the L/C Issuer by such time, Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing or payment (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Percentage thereof. In such event, the Borrower Agent shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments. Any notice given by the L/C Issuer or Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and Administrative Agent may apply Cash Collateral provided for this purpose) to Administrative Agent for the account of the L/C Issuer, in Dollars, at Administrative Agent’s Office, an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 3:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the Borrower Agent in such amount. Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans for any reason, the L/C Issuer may require the Borrowers to provide Cash Collateral in an amount not less than any such remaining Unreimbursed Amount and in the absence of any such requirement to provide Cash Collateral, Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v)Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the failure of one or more of the applicable conditions specified in Section 4.02 to be satisfied, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Revolving Lender fails to make available to Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Revolving Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the L/C Issuer submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)Repayment of Participations. At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Revolving Lender its Applicable Percentage thereof in Dollars (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s L/C Advance was outstanding).

(e)Obligations Absolute. The obligation of Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit, and to repay each L/C Borrowing shall be joint and several and absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)the existence of any claim, counterclaim, set-off, defense or other right that any Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document or endorsement presented under or in connection with such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Subsidiary (other than the defense of payment in full).

provided, that the foregoing shall not excuse any L/C Issuer from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrowers to the extent permitted by applicable Law) suffered by the Borrowers that are caused by such L/C Issuer’s bad faith, gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f)Role of L/C Issuer. Each Revolving Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit. The L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to endorse, transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and Borrower Agent, when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

(h)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, in an amount equal to 0.125% per annum or such other amount as may be agreed by the Borrowers and the L/C Issuer, computed on the amount of such Letter of Credit, and payable quarterly in arrears on the last Business Day of each Fiscal Quarter commencing March 31, 2025 and upon the Revolving Termination Date in respect of each such Letter of Credit issued or renewed (automatic or otherwise) or amended to increase the amount thereof during such Fiscal Quarter; provided, that the amount payable on March 31, 2025 shall include any Letters of Credit issued, renewed or amended during the period from the Fourth Amendment Effective Date through March 31, 2025. In addition, Borrowers shall pay directly to the L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit issued by it as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(i)Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

2.04.Swing Line Loans.

(a)The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.04 in Dollars (each such loan, a “Swing Line Loan”) to Borrowers from time to time on any Business Day until the Revolving Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, the Revolving Credit Outstandings of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits and subject to the discretion of the Swing Line Lender to make Swing Line Loans, and subject to the other terms and conditions hereof, Borrowers may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest until maturity at a rate per annum equal to (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving Credit Facility as from time to time in effect or (ii) the Swing Line Lender’s Quoted Rate (computed on the basis of a year of 365/6 days for the actual number of days elapsed). Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b)Borrowing Procedures. Each Swing Line Borrowing shall be made upon Borrower Agent’s irrevocable notice to the Swing Line Lender and Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Administrative Agent not later than 3:00 p.m. (unless the Borrowers want to reserve the option to borrow at the Swing Line Lender’s Quoted Rate, in which case such notice must be received by the Swing Line Lender and Administrative Agent not later than Noon) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and integral multiples of $10,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower Agent. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will (i) deliver notice to Borrower Agent and Administrative Agent as to whether it will or will not make such Swing Line Loan available to Borrowers and, if agreeing to make such Swing Line Loan, (ii) in its discretion quote an interest rate to Borrower Agent at which the Swing Line Lender would be willing to make such Swing Line Loan available to Borrowers (the rate so quoted being herein referred to as “Swing Line Lender’s Quoted Rate”) and (iii) confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower Agent at its office by crediting the account of Borrower Agent on the books of the Swing Line Lender in immediately available funds.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole and absolute discretion, may request (and no less frequently than once each week, shall require), on behalf of Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on their behalf), that each Revolving Lender make a Base Rate Revolving Loan in an amount equal to such Revolving Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.04 without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish Borrower Agent with a copy of the applicable Committed Loan Notice promptly after delivering such notice to Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to Administrative Agent in immediately available funds (and Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to Borrowers in such amount. Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Revolving Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Revolving Lender fails to make available to Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. A certificate of the Swing Line Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swing Line Lender, Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund participations pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of Borrowers to repay Swing Line Loans, together with interest, as provided herein.

(d)Repayment of Participations. At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(e)Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing Borrowers for interest on the Swing Line Loans. Until each Revolving Lender funds its Base Rate Revolving Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f)Payments Directly to Swing Line Lender. Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05.Repayment of Loans.

(a)Term Loans. Borrowers unconditionally promise to pay to Administrative Agent for the account of each Term Lender the aggregate principal amount of the Term Loan outstanding on the following dates in the respective amounts set forth opposite such dates:

(b)Scheduled amortization payments with respect to any incremental term loan shall be set forth in the applicable incremental amendment documentation, for the applicable incremental term loans. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loans shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (ii) the date of the acceleration of such Term Loans in accordance with the terms hereof.

(c)Revolving Loans. Borrowers shall repay to Administrative Agent for the account of the Revolving Lenders on the earlier of (i) the Revolving Credit Maturity Date, and (ii) the date of the acceleration of the Revolving Loans the aggregate principal amount of all Revolving Loans outstanding on such date.

(d)Swing Line Loans. The Borrowers shall repay each Swing Line Loan on the Revolving Credit Maturity Date.

2.06.Prepayments.

(a)Optional.

(i)Borrowers may, upon notice to Administrative Agent from Borrower Agent, at any time or from time to time voluntarily prepay Term Loans or Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by Administrative Agent not later than 2:00 p.m. (1) three (3) Business Days prior to any date of prepayment of SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of SOFR Loans shall be in a principal amount of at least $100,000; and (C) any prepayment of Base Rate Loans shall be in a principal amount of at least $50,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, how such prepayment shall be applied and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Borrower Agent, Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions or dispositions, in which case such notice may be revoked by Borrower Agent (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.06(a) shall be applied as specified by the Borrower Agent in the applicable notice of prepayment and, in the absence of such direction, in the manner set forth in Section 2.06(b)(v). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of each of the relevant Facilities.

(ii)Borrowers may, upon notice to the Swing Line Lender (with a copy to Administrative Agent) from Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (without a reduction of the Swing Line Sublimit); provided that (A) such notice must be received by the Swing Line Lender and Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $10,000 or, if less, the entire principal amount thereof outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower Agent, Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b)Mandatory.

(i)Asset Dispositions. If any Loan Party or any of its Subsidiaries Disposes of, or suffers an Event of Loss of, any property, in each case, pursuant to Section 7.05(n), which results in Net Cash Proceeds in connection with such Disposition or Event of Loss in excess of the greater of $75,000,000 and 20% of Adjusted Consolidated EBITDA based on the financial statements for the most recently ended four fiscal quarter period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b) per Fiscal Year, Borrowers shall prepay an aggregate principal amount of Loans equal to such Net Cash Proceeds in excess of the amounts set forth in the foregoing clause (i) or clause (ii), as applicable, promptly after receipt thereof by such Person; provided, that so long as no Specified Event of Default shall have occurred and be continuing, the Loan Parties and their Subsidiaries may (x) reinvest the amount of any such Net Cash Proceeds within 18 months of the receipt thereof, in the business of Borrowers or any of their respective Subsidiaries (including, for the avoidance of doubt, pursuant to permitted Investments, capital expenditures or capitalized software expenditures); provided that such reinvestment shall not exceed, in the aggregate for any such 18-month period, the greater of $75,000,000 and 20% of Adjusted Consolidated EBITDA based on the financial statements for the most recently ended four fiscal quarter period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b) or (y) enter into a contractual commitment within such 18 month period and reinvest such Net Cash Proceeds within one hundred eighty (180) days after the last day of such 18 month period; provided, that if the Loan Parties and their Subsidiaries do not intend to fully reinvest such Net Cash Proceeds, or if the time period set forth in this sentence expires without such recipient having reinvested such Net Cash Proceeds, Borrowers shall prepay the Loans in an amount equal to such Net Cash Proceeds in excess of the amounts set forth above (to the extent not reinvested or intended to be reinvested within such time period).

(ii)Debt Incurrence. Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness not prohibited hereunder), Borrowers shall prepay an aggregate principal amount of Loans equal to all Net Cash Proceeds received therefrom promptly after receipt thereof by such Loan Party or such Subsidiary.

(iii)Overadvance. If at any time the outstandings under the Revolving Credit Facility (including Letters of Credit outstanding and Swing Line Loans) exceed the Aggregate Revolving Credit Commitments, prepayments of Revolving Loans (and/or the Cash Collateralization of Letters of Credit) shall be required in an amount equal to such excess within two (2) Business Days of notice by Administrative Agent to Borrower Agent.

(iv)Application of Mandatory Prepayments.

(A)Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) (other than Section 2.06(b)(iii)) shall be applied, first, to prepay the Term Loans pro rata amongst each tranche of outstanding Term Loans and, within each tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.05(a) (or any equivalent provision applicable to any tranche of Term Loans extended hereunder after the Fifth Amendment Effective Date) or the remaining principal amount of the Term Loans as directed by the Borrowers (or, in the case of no direction, in direct order of maturity), second, to the Revolving Credit Facility (without a corresponding permanent reduction in the Revolving Credit Commitment) in the manner set forth in clause (B) of this Section 2.06(b)(iv), and third, shall be used to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities.

(B)Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b) (including Section 2.06(b)(iii)), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

(v)Notwithstanding the foregoing, any Lender may elect to decline, by notice to Administrative Agent and the Borrower Agent on or prior to the date of any prepayment of Term Loans required or permitted to be made by the Borrowers for the account of such Lender pursuant to Section 2.06(b)(i), all or a portion of such prepayment (such declined amounts, the “Declined Proceeds”), in which case the Declined Proceeds shall be retained by the Borrowers (any amounts so retained by the Borrowers pursuant to this clause (v), “Retained Declined Proceeds”).

(vi)Notwithstanding the foregoing, to the extent any or all of the Net Cash Proceeds of any Disposition by, or Event of Loss of, a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.06(b)(i), is prohibited, restricted or delayed by any applicable local requirements of Law (including but not limited to financial assistance, corporate benefit restrictions and restrictions on upstreaming of cash intra-group and/or the fiduciary and statutory duties of the directors of the relevant Foreign Subsidiaries) from being repatriated or passed on or distributed to or used for the benefit of any of the Borrowers or any Domestic Subsidiary (each, a “Repatriation”; with “Repatriated” having a correlative meaning), or if the Borrowers have reasonably determined in good faith that Repatriation of any such amount would reasonably be expected to have adverse tax consequences with respect to Holdings or any of its Subsidiaries (including, without limitation, a deemed dividend pursuant to Section 956 of the Code), the receipt or realization of the portion of such Net Cash Proceeds so affected, will not be taken into account in measuring the Borrowers’ obligation to prepay Term Loans or Revolving Loans at the times provided in this Section 2.06; provided, that if any such Repatriation ceases to be prohibited, restricted or delayed by applicable local requirements of Law at any time during the one (1) year period immediately following the date on which the mandatory prepayment pursuant to Section 2.06 was required to be made, the Loan Parties shall reasonably promptly Repatriate, or cause to be Repatriated, an amount equal to that portion of the applicable mandatory prepayment amount previously not taken into account in measuring the Borrowers’ obligation to make such mandatory prepayment under Section 2.06 (such amount, the “Excluded Prepayment Amount”), and the Loan Parties shall reasonably promptly pay the Excluded Prepayment Amount to the Lenders, which payment shall be applied in accordance with Section 2.06(b)(iv). For the avoidance of doubt, the non-application of any such portion of the mandatory prepayment amount pursuant to this Section 2.06(b)(vi) shall not constitute a Default or an Event of Default and such portion of the mandatory prepayment amount shall be available for working capital purposes of such Foreign Subsidiaries.

Notwithstanding anything herein to the contrary but subject to any applicable intercreditor agreement, with respect to any prepayment under Section 2.06(b)(i), the Borrowers may use a portion of the Net Cash Proceeds to prepay or repurchase any Indebtedness secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.06(b)(i) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.06(b)(i) and the denominator of which is the sum of the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.06(b)(i) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or Taxes incurred by Holdings, the Borrowers or any of their respective Affiliates (or direct or indirect equityholders) and Subsidiaries and any Tax distributions payable in connection with the foregoing (or the distribution or repatriation of such proceeds to the Borrowers).

2.07.Termination or Reduction of Commitments.

(a)Revolving Credit Commitment. Borrowers may, upon revocable notice which may be conditioned to Administrative Agent from Borrower Agent, from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 2:00 p.m. three Business Days prior to the date of reduction, (ii) any such reduction shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof, (iii) Borrowers shall not reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify the Lenders of any such notice of reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable Percentage.

(b)Term Loan Commitment. The aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing on the Fifth Amendment Effective Date (after giving effect thereto).

2.08.Interest.

(a)Subject to the provisions of Section 2.10 and subsection (b) below, (i) each SOFR Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from a Base Rate Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Term SOFR applicable to such Interest Period; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin; and (iii) subject to the Swing Line Lender and Borrower Agent agreeing that interest shall be paid at the Swing Line Lender’s Quoted Rate, each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin for Revolving Loans.

(b)(i)    If any amount payable by Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(i)If any Event of Default exists, then upon the written request of the Required Lenders (which Administrative Agent shall notify Borrowers thereof) (or automatically if an Event of Default under Section 8.01(a) or 8.01(f) exists), all outstanding Loan Obligations shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate.

(ii)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d)All accrued and unpaid interest under this Agreement shall be repaid on the Fourth Amendment Effective Date.

2.09.Fees.

(a)Unused Fee. Borrowers shall pay to Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Percentage, a fee (the “Unused Fee”) equal to (x) for the period commencing on the Fourth Amendment Effective Effective Date through the first Adjustment Date, 0.10% times the average daily amount by which the Aggregate Revolving Credit Commitments (other than those of Defaulting Lenders) exceeds the sum of (i) the Outstanding Amount of Revolving Loans (other than those of Defaulting Lenders) and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (y) thereafter, the Unused Fee shall equal the unused fee in effect from time to time determined as set forth below based upon the applicable Consolidated Total Leverage Ratio then in effect pursuant to the appropriate column under the table below and any increase or decrease in the Unused Fee resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of each Adjustment Date based upon the Consolidated Total Leverage Ratio for the immediately preceding Fiscal Quarter for which financial statements were delivered or were required to be delivered pursuant to Section 6.01(a) or (b). The Unused Fee shall accrue at all times until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Fiscal Quarter, commencing March 31, 2025, and on the Revolving Credit Termination Date.

If any Compliance Certificate (including any required financial information in support thereof) of the Borrowers is not received by Administrative Agent by the date required pursuant to Section 6.02(a), then, at Administrative Agent’s election, the Unused Fee shall be determined as if the Consolidated Total Leverage Ratio for the immediately preceding Fiscal Quarter is at Level I until such time as such Compliance Certificate and supporting information is received.

In the event either Borrower Agent or Administrative Agent determines in good faith that the calculation of the Consolidated Total Leverage Ratio on which the applicable Unused Fees for any particular period was determined is inaccurate, and as a consequence thereof, the Unused Fee was lower that it would have been, (i) Borrower Agent shall immediately deliver to Administrative Agent a correct Compliance Certificate for such period (and if such Compliance Certificate is not accurately restated and delivered within ten (10) Business Days after the first discovery of such inaccuracy or upon notice by Administrative Agent of such determination, then Level I shall apply retroactively for such period notwithstanding any subsequent restatement thereof after such ten (10) day period), (ii) Administrative Agent shall notify Borrower Agent of the amount of fees that would have been due in respect of any outstanding Obligations during such period had the applicable rate been calculated based on the correct Consolidated Total Leverage Ratio (or the Level I rate if a correct Compliance Certificate was not delivered within the ten (10) day period) and (iii) Borrowers shall promptly pay to Administrative Agent for the benefit of the applicable Lenders and other Persons that hold the Commitments and Loans at the time such payment is received (regardless of whether those Persons held the Commitments and Loans during the relevant period) the difference between the amount that would have been due and the amount actually paid in respect of such period.

(b)Letter of Credit Fees. Subject to the provisions of the last sentence of this subsection (b), Borrowers shall pay to Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Percentage, (i) a Letter of Credit fee (“Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Margin for SOFR Loans that are Revolving Loans times the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit); provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. The Letter of Credit Fee with respect to each Letter of Credit shall accrue at all times until the Revolving Credit Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each Fiscal Quarter, commencing March 31, 2025, and on the Revolving Credit Termination Date. If there is any change in the Applicable Margin for SOFR Loans that are Revolving Loans during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin for SOFR Loans that are Revolving Loans separately for each period during such quarter that such Applicable Margin was in effect. At all times that the Default Rate shall be applicable to any Loans pursuant to Section 2.08(b), the Letter of Credit Fees payable under this subsection (i) shall accrue and be payable at the Default Rate.

(c)Fee Letters. Borrowers agree to pay the fees payable in the amounts and at the times set forth in the Fee Letters.

(d)Generally. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to (i) Administrative Agent for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders, and otherwise, to the Lenders entitled thereto or (ii) the L/C Issuer, in the case of fees payable to it. Fees paid shall not be refundable under any circumstances. All accrued and unpaid fees under this Agreement shall be repaid on the Fourth Amendment Effective Date.

2.10.Computation of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of the actual days elapsed over a year of 365 or 366 days, as the case may be. All other computations of fees and interest shall be made on the basis of the actual days elapsed over a 360-day year (i.e., the 365/360 day method of interest computation, which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. In connection with the use or administration of Term SOFR, the Administrative Agent (in consultation with Borrower Agent) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower Agent and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

2.11.Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by Administrative Agent (the “Loan Account”) in the Register; provided that any failure to so record or any error in doing so shall not limit or otherwise affect the obligation of Borrowers hereunder to pay any amount owing with respect to the Obligations. The accounts or records maintained by Administrative Agent (and any Lender) shall be conclusive absent manifest error; provided that in the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender made through Administrative Agent, Borrowers shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.

(b)In addition to the accounts and records referred to in (a) above, each Lender and Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by Administrative Agent and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.

2.12.Payments Generally; Administrative Agent’s Clawback.

(a)General. All payments to be made by Borrowers shall be made without deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrowers hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. Subject to Section 2.14, Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected when computing interest or fees, as the case may be.

(b)Presumptions by Administrative Agent.

(i)Funding by Lenders. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may assume that such Lender has made such share available in accordance with Section 2.02 and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrowers severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrowers to but excluding the date of payment to Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by Borrowers, the interest rate applicable to Base Rate Loans. If Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrowers the amount of such interest paid by Borrowers for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent.

(ii)Payments by Borrowers. Unless Administrative Agent shall have received notice from Borrower Agent prior to the time at which any payment is due to Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that Borrowers will not make such payment, Administrative Agent may assume that Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. With respect to any payment that Administrative Agent makes to any Lender or L/C Issuer as to which Administrative Agent determines (in its sole and absolute discretion) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) Borrowers have not in fact made the corresponding payment to Administrative Agent; (2) Administrative Agent has made a payment in excess of the amount(s) received by it from Borrowers either individually or in the aggregate (whether or not then owed); or (3) Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuer, as applicable, severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent. If any Lender makes available to Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to Borrowers by Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e)Insufficient Funds. If at any time insufficient funds are received by and available to Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied as provided in Section 8.03.

2.13.Sharing of Payments by Lenders. Except as otherwise provided herein, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of any Loan Party pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or payments under Section 2.19), (B) the application of Cash Collateral provided for in Section 2.16, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant.

2.14.Settlement Among Lenders.

(a)The amount of each Revolving Lender’s Applicable Percentage of outstanding Revolving Loans shall be computed on each Business Day (or less frequently in Administrative Agent’s discretion but no less frequently than weekly) and shall be adjusted upward or downward based on all Revolving Loans and repayments of Revolving Loans received by Administrative Agent as of 3:00 p.m. on such Business Day (or the first Business Day (such date, the “Settlement Date”) following the end of the period specified by Administrative Agent).

(b)Each Business Day, or on each Settlement Date, as applicable, (i) Administrative Agent shall transfer to each Revolving Lender its Applicable Percentage of repayments, and (ii) each Revolving Lender shall transfer to Administrative Agent (as provided below) or Administrative Agent shall transfer to each Revolving Lender, such amounts as are necessary to insure that, after giving effect to all such transfers, the Revolving Credit Outstandings of each Revolving Lender shall be equal to such Revolving Lender’s Applicable Percentage of all the Total Revolving Credit Outstandings as of such Business Day or Settlement Date. If the applicable Revolving Lender is notified of a transfer to be made to Administrative Agent prior to 1:00 p.m. on a Business Day, such transfer shall be made in immediately available funds no later than 3:00 p.m. that day; and, if received after 1:00 p.m., then no later than 3:00 p.m. on the next Business Day. The obligation of each Revolving Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by Administrative Agent. If and to the extent any Revolving Lender shall not have so made its transfer to Administrative Agent, such Lender agrees to pay to Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to Administrative Agent, equal to the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation plus any reasonable administrative, processing, or similar fees customarily charged by Administrative Agent in connection with the foregoing.

2.15.Nature and Extent of Each Borrower’s Liability.

(a)Joint and Several Liability. Each Borrower agrees that it is jointly and severally liable for all Obligations and all agreements under the Loan Documents. As such, each Borrower agrees that it is a guarantor of each other Borrower’s obligations and liabilities hereunder and under the other Loan Documents.

(b)Direct Liability. Nothing contained in this Section 2.15 or Article XI shall limit the liability of any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), L/C Obligations relating to Letters of Credit issued to support such Borrower’s business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder.

(c)Joint Enterprise. Each Borrower has requested that Administrative Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Administrative Agent’s and Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request.

(d)Borrower Agent.

(i)Each Borrower hereby irrevocably appoints and designates e.l.f. Cosmetics (“Borrower Agent”) as its representative and agent and attorney-in-fact for all purposes under the Loan Documents, including requests for Credit Extensions, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Administrative Agent, L/C Issuers or any Lender.

(ii)Each other Loan Party hereby irrevocably appoints and designates Borrower Agent as its agent and attorney-in-fact to receive statements on its account and all other notices from Administrative Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents.

(iii)Any notice, election, representation, warranty, agreement or undertaking by or on behalf of any Loan Party by Borrower Agent shall be deemed for all purposes to have been made by such Loan Party and shall be binding upon and enforceable against such Loan Party to the same extent as if made directly by such Loan Party.

(iv)Borrower Agent hereby accepts the appointment by each Loan Party hereunder to act as its agent and attorney-in-fact.

(v)Administrative Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Agent on behalf of any Borrower or other Loan Party. Administrative Agent and Lenders may give any notice or communication with a Borrower or other Loan Party hereunder to Borrower Agent on behalf of such Borrower or Loan Party. Each of Administrative Agent, L/C Issuers and Lenders shall have the right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under the Loan Documents. Each Borrower and each other Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.

2.16.Cash Collateral.

(a)Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit upon presentation and such drawing has resulted in an L/C Borrowing, (ii) as of the date that is 5 Business Days prior to the earlier of the Letter of Credit Expiration Date and the Revolving Credit Termination Date, any L/C Obligation for any reason remains outstanding, or (iii)  there shall exist a Defaulting Lender, Borrowers shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iii) above, after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b)Grant of Security Interest. Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) Administrative Agent, for the benefit of Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, Deposit Accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time Administrative Agent determines that Cash Collateral is less than the Minimum Collateral Amount or otherwise deficient for any reason, Borrowers will, promptly upon written demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing Deposit Accounts at BMO.

(c)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided in respect of Letters of Credit or Swing Line Loans, shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(v)) or (ii) the determination by Administrative Agent and the L/C Issuer that there exists excess Cash Collateral.

2.17.Defaulting Lenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders,” or any comparable definition and Section 10.01.

(ii)Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by Administrative Agent, provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders under the applicable Facility on a pro rata basis (and ratably among all applicable Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender under the applicable Facility until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). It is agreed and understood that Administrative Agent shall be entitled to set off any funding shortfall of such Defaulting Lender against such Defaulting Lender’s respective share of any payments received from Borrowers. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees. No Defaulting Lender shall be entitled to receive any Unused Fee payable pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). Each Defaulting Lender which is a Revolving Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16.

(iv)Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders which are Revolving Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless Borrower Agent shall have otherwise notified Administrative Agent at such time, Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Outstandings of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(b)Defaulting Lender Cure. If Borrower Agent, Administrative Agent and, in the case that a Defaulting Lender is a Revolving Lender, the Swing Line Lender and the L/C Issuer, agree in writing that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.18.Increase in Revolving Credit Commitments or Term Loan Facility .

(a)Request for Increase. Upon notice to Administrative Agent (who shall promptly notify the applicable Revolving Lenders and Term Lenders), Borrower Agent may from time to time prior to the Maturity Date request to add one or more incremental term facilities (excluding, for the avoidance of doubt, any term loans with a delayed draw feature) and/or request an increase in the Aggregate Revolving Credit Commitments or Term Loan Facility by an amount (for all such requests) not exceeding, in the aggregate, with respect to any such Increase incurred on any date following the Fifth Amendment Effective Date, the greater of (x) 1.0x of Adjusted Consolidated EBITDA on a Pro Forma Basis for the four Fiscal Quarter period most recently ended as determined based on the financial statements for the most recently ended fiscal period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b) and (y) $250,000,000, all of which may be used to increase the Term Loan Facility, add one or more incremental term facilities or increase the Aggregate Revolving Credit Commitments (each such increase or addition of incremental facilities, an “Increase”); provided that any such request for an Increase shall be in a minimum amount of $5,000,000 in the aggregate (or $2,500,000 with respect to an Increase in the Aggregate Revolving Credit Commitments) or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above. Each notice from the Borrower Agent pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Increase, as applicable.

(b)[Reserved].

(c)Notification by Administrative Agent; Additional Lenders. Each Increase may be made by any existing Lender or by any other Person reasonably acceptable to Borrowers, subject to the approval of Administrative Agent to the extent such approval would be required for an assignment to such Person pursuant to Section 10.06 and, solely in the case of any Increase in respect of the Revolving Credit Facility, subject to the approval of Administrative Agent, the Swing Line Lender and each L/C Issuer (which approval shall not be unreasonably withheld) to the extent such approval would be required for an assignment under the Revolving Credit Facility to such Person pursuant to Section 10.06, who becomes a Lender pursuant to a joinder agreement in form and substance satisfactory to Administrative Agent and its counsel (each such assignee issuing a commitment, executing and delivering such joinder agreement and becoming a Lender, an “Additional Lender”). No existing Lender shall have any obligation to participate in any Increase.

(d)Effective Date and Allocations. If the Aggregate Revolving Credit Commitments or the Term Loan Facility is increased or an incremental term facility is provided in accordance with this Section 2.18, Administrative Agent and Borrower Agent shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Increase or incremental term facility. Administrative Agent shall promptly notify Borrower Agent and the Revolving Lenders or Term Lenders, as applicable, of the final allocation of such Increase or incremental term facility and the Increase Effective Date.

(e)Conditions to Effectiveness of Increase. As a condition precedent to each Increase, (i) Borrower Agent shall have delivered to Administrative Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer of Borrower Agent certifying that, no Event of Default exists or would immediately exist after giving effect to the Increase; provided, that solely with respect to an Increase in the Term Loan Facility or an incremental term facility, as applicable, the proceeds of which are intended to and shall be used to finance a substantially contemporaneous consummation of a Limited Condition Acquisition (such Increase or incremental term facility, as applicable, a “Limited Condition Incremental Facility”), the Persons providing such Limited Condition Incremental Facility may agree to a “Funds Certain Provision” that does not condition the funding of such Limited Condition Incremental Facility on the absence of any Event of Default, in which case the conditions shall be that (x) no Event of Default shall exist on the execution date of the applicable acquisition agreement for such Limited Condition Acquisition, and (y) no Event of Default under Section 8.01(a) or 8.01(f) shall exist on the date the related Limited Condition Incremental Facility is funded, (ii)

Borrowers, Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents in such form as Administrative Agent shall reasonably require; (iii) Borrowers shall have paid such fees and other compensation to the Lenders increasing their Revolving Credit Commitments, the Lenders increasing their Term Loan Commitments or providing any incremental term loan and the Additional Lenders, as Borrowers, such Lenders and such Additional Lenders shall agree; (iv) Borrower Agent shall have delivered to Administrative Agent a certificate dated as of the Increase Effective Date evidencing that on a Pro Forma Basis after giving effect to the applicable Increase (but without “netting” the Cash proceeds of such Increase), and, in the case of an Increase of the Aggregate Revolving Credit Commitments, assuming such incremental Revolving Loans are fully drawn on the Increase Effective Date, any permitted acquisitions, dispositions or prepayments of indebtedness and other appropriate pro forma adjustments to be mutually agreed by Administrative Agent and Borrowers, (A) the Consolidated Total Net Leverage Ratio of Holdings and its Subsidiaries as of the end of the Fiscal Quarter most recently ended as determined based on the financial statements for the most recently ended fiscal period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b) was equal to or less than 3.50 to 1.00 (provided, that, for the avoidance of doubt, in the event a Material Acquisition is consummated substantially concurrently with any Increase, the Consolidated Total Net Leverage Ratio shall be equal to or less than 3.75 to1.00) on a Pro Forma Basis and (B) Holdings and its Subsidiaries are in compliance on a Pro Forma Basis with the covenants set forth in Sections 7.12(a) and (b) for the Fiscal Quarter most recently ended computed as of the last day of the most recently ended fiscal period for which financial statements have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b); provided, that in connection with a Limited Condition Acquisition, each of the requirements set forth in clauses (A) and (B) above may, at the election of the Borrower Agent, be tested (and assuming for purposes of such calculations that (x) in the case of any Limited Condition Incremental Facility being incurred in connection therewith, such Limited Condition Incremental Facility is fully drawn as of such date but without “netting” the Cash proceeds of such Limited Condition Incremental Facility and (y) the proposed Limited Condition Acquisition, and all transactions to occur in connection therewith, have been effected) on the execution date of the applicable acquisition agreement for such Limited Condition Acquisition; (v) Borrowers, the Lenders increasing their Commitments and each Additional Lender shall have delivered such other instruments, documents and agreements as Administrative Agent may reasonably have requested to effectuate such Increase; (vi) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, shall be true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality) as of such earlier date; provided, that with respect to a Limited Condition Incremental Facility, the Persons providing such Limited Condition Incremental Facility may agree to a “Funds Certain provision” that does not impose as a condition to funding thereof that such representations and warranties are true and correct at the time the Limited Condition Incremental Facility is funded; and (vii) solely to the extent all or any portion of an Increase to the Term Loan or an incremental term loan is provided by any Affiliated Lender (other than Holdings and its Subsidiaries), after giving effect to such Increase or incremental term loan, as applicable, no Affiliated Lender Investor Overage would occur. In the case of an Increase in respect of the Revolving Credit Facility, the Revolving Loans outstanding on the Increase Effective Date shall be reallocated and adjusted between and among the applicable Lenders, and Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding applicable Revolving Loans ratable among the applicable Lenders with any revised Applicable Percentages, as applicable, arising from any nonratable increase in the applicable Revolving Loans under this Section 2.18.

(f)Interest Margins. Borrower Agent shall have reached agreement with the Lenders (or Additional Lenders) agreeing to the respective Increase with respect to the interest margins applicable to Revolving Loans, Term Loans or incremental term loans to be made pursuant to such Increase and shall have communicated the amount of such interest margins to Administrative Agent; provided that, the interest rate and margins with respect any Increase in the Aggregate Revolving Credit Commitments shall be on the same terms as Revolving Loans in respect of Revolving Loan Commitments. The Administrative Agent and Borrowers (with the consent of the Lenders or Additional Lenders providing such Increase (and, for the avoidance of doubt, without the consent of any existing Lenders not providing such Increase)) may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.18 (including any amendment necessary to effectuate the interest margins for the Revolving Loans, Term Loans or incremental term loans to be made pursuant to such Increase) and amendments constituting terms or conditions solely applicable to any applicable incremental term facility or Increase. Anything to the contrary contained herein notwithstanding, (1) as of the date of the incurrence of such increased Term Loan Facility or such incremental term facility, the Weighted Average Life to Maturity of such incremental term facility shall not be shorter than that of the existing Term Loan (without giving effect to any prepayments thereof) and (2) the All-In Yield applicable to any increased Term Loan Facility or such incremental term facility will be determined by the Borrowers and the lenders providing such increased Term Loan Facility or such incremental term facility but in the event that the All-In Yield applicable to such increased Term Loan Facility or such incremental term facility exceeds the All-In Yield of the existing Term Loans by more than 50 basis points then in the event that the All-In Yield applicable to such Increase to the Term Loan or incremental term facility exceeds the All-In Yield of the existing Term Loans by more than 50 basis points (for the avoidance of doubt, including as a result of any Adjusted Term SOFR floor, Base Rate floor or, as applicable, exceeding the applicable Existing Floor), the interest rate margins for the original existing Term Loans existing at such time shall be increased to the extent necessary so that the All-In Yield of such original existing Term Loans is equal to the All-In Yield of the applicable Increase to the Term Loan or incremental term facility minus 50 basis points; provided, that any increase to the All-In Yield of the existing Term Loans existing at such time due solely to the Adjusted Term SOFR or Base Rate floor applicable to such Increase to the Term Loan or incremental term facility exceeding the applicable Existing Floor, such increase shall be effected as an increase to the Existing Floor or the interest rate margin of the existing Term Loans (or a combination thereof) at the option of the Borrower Agent.

(g)Each Increase shall rank pari passu or junior in right of payment in respect of Collateral and with the Obligations in respect of the Revolving Credit Commitments and Term Loans available to Borrowers. In addition thereto (i) Increases to the Term Loans or any incremental term loans shall not have a final maturity date earlier than the latest of (x) the maturity date applicable to the Term Loans existing as of the Fifth Amendment Effective Date, (y) the maturity date of any previously established incremental term loan or (z) the Revolving Credit Maturity Date, (ii) any incremental term loan facility in the form of a “Term Loan B” shall not mature earlier than 91 days after the Revolving Credit Maturity Date, (iii) no incremental term loan facility in the form of a “Term Loan B” shall have amortization of greater than 5% of the original principal amount of such incremental term loan facility per year, (iv) the establishment of any incremental term loan facility shall be on terms and pursuant to documentation to be determined by the Borrowers and any applicable Lenders and/or Additional Lenders providing such incremental term facility; provided, that to the extent such terms and documentation are not consistent with the then existing Commitments or any prior incremental term loan facilities (other than with respect to pricing, prepayments, call protection, amortization, and maturity and, with respect to a “Term Loan B” other market driven terms and provisions) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that incremental term loan facilities may contain customary mandatory prepayments, voting rights and prepayment premiums); provided, that for the avoidance of doubt, the Term Loan Facility is reasonably satisfactory to the Administrative Agent, (v) each Increase of the Revolving Credit Commitments and Revolving Borrowing thereunder shall be under the same terms (excluding original issue discount and upfront fees and arrangement, structuring, underwriting, ticking, consent and amendment fees and other upfront fee compensation payable in connection therewith) as Revolving Loans in respect of Revolving Loan Commitments, (vi) subject to the foregoing, (A) the amortization schedule applicable to any Increase of the Term Loans or any Increase pursuant to which any incremental term facilities are provided shall be determined by the Borrowers and the lenders providing such Increase, and (B) the applicable lenders providing any Increase of the Term Loans or any Increase pursuant to which any incremental term facilities are provided may agree to participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments as any existing Term Loans and (vii) any Increase documented as a separate facility shall be subject to an intercreditor or subordination agreement, as applicable, reasonably acceptable to Administrative Agent and the Borrowers.

(h)Conflicting Provisions. This Section 2.18 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

2.19.Prepayments Below Par.

(a)Borrowers’ Right to Prepay. Each Borrower shall have the right at any time and from time to time to prepay the Term Loan to the Lenders at a discount to the par value of such Loan and on a non-pro rata basis (but, in the case of a prepayment pursuant to clause (x) below, which offer of prepayment shall be on a pro rata basis as to all Lenders with a portion of the Term Loan) pursuant to (x) the procedures described in this Section 2.19 or (y) open market purchases (any prepayment pursuant to the foregoing clauses (x) or (y) each, a “Discounted Voluntary Prepayment”), provided that (i) no proceeds of Revolving Loans or Swing Line Loans shall be used to consummate any Discounted Voluntary Prepayment, (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Discounted Voluntary Prepayment, (iii) the relevant Borrower shall deliver to Administrative Agent, together with each Discounted Prepayment Option Notice (if applicable), a certificate of a Responsible Officer of the relevant Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.19 has been satisfied and (2) specifying the aggregate principal amount of the Term Loan to be prepaid pursuant to such Discounted Voluntary Prepayment, (iv) the Term Loan prepaid is immediately cancelled and may not be reborrowed, and (v) neither the Borrowers or any of their respective Affiliates shall be required to make a representation that it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities and customary “Big Boy” disclaimers from all parties shall be obtained.

(b)Notice. To the extent any Borrower seeks to make a Discounted Voluntary Prepayment pursuant to clause (x) of the definition thereof, such Borrower will provide written notice to the Administrative Agent (each, a “Discounted Prepayment Option Notice”) that such Borrower desires to prepay a portion of the Term Loan in an aggregate principal amount specified therein by such Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of the Term Loan as specified below. The Proposed Discounted Prepayment Amount shall not be less than $1,000,000 (unless otherwise agreed by the Administrative Agent). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (i) the Proposed Discounted Prepayment Amount, (ii) a discount range (which may be a single percentage) selected by such Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Term Loan to be prepaid (the “Discount Range”), and (iii) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least 5 Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).

(c)Lender Acceptance. Upon receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice (each, a “Lender Participation Notice” it being understood that a Lender may deliver more than one Lender Participation Notice, and that each such Lender Participation Notice of such Lender shall constitute an independent and unconditional offer, and no such Lender Participation Notice may be contingent on the making of any prepayment with respect to the Offered Loans (defined below) in respect of any other Lender Participation Notice, or otherwise be contingent or conditional in any way) to the Administrative Agent setting forth (i) a maximum acceptable discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the portion of the Term Loan to be prepaid) and (ii) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loan held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Offered Loans, the Administrative Agent, in consultation with the relevant Borrower, shall determine the applicable discount for the portion of the Term Loan to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (y) the percentage specified by the relevant Borrower if such Borrower has selected a single percentage pursuant to Section 2.19(b) for the applicable Discounted Voluntary Prepayment or (z) otherwise, the highest Acceptable Discount at which such Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be paid in full at any Acceptable Discount, the Applicable Discount shall be the highest Acceptable Discount specified by the Lenders that is within that Discount Range and then the next highest until all of the Offered Loans are repurchased. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the applicable Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of its portion of the Term Loan at any discount to their par value within the Discount Range.

(d)Loans held by Affiliated Lenders. Notwithstanding anything in this Section 2.19 to the contrary, if the consummation of any Discounted Voluntary Prepayment would have the effect of causing an Affiliated Lender Investor Overage, the Affiliated Lenders and each Borrower agree that (i) the Affiliated Lenders shall be deemed to have issued Lender Participation Notices accepting the Discounted Voluntary Prepayment offer for, or offered for sale in the open market, as applicable, sufficient portions of the Term Loans held by the Affiliated Lenders so that the Affiliated Lender Investor Overage would be eliminated, (ii) the applicable Borrower shall be deemed to have accepted such Lender Participation Notices or purchased such Term Loans in the open market, as applicable, in the aggregate amount necessary to eliminate the Affiliated Lender Investor Overage and (iii) the Administrative Agent shall determine, in consultation with the applicable Borrower, how to allocate the applicable Discounted Voluntary Prepayment among the Affiliated Lenders; provided, that in lieu of taking such action set forth in this Section 2.19(d), the Affiliated Lenders may, in accordance with and to the extent permitted by Section 10.06(g)(C) hereof, contribute or assign Term Loans to the Borrowers (which Term Loans shall for all purposes, including under this Agreement, be disregarded for purposes of calculating each of Adjusted Consolidated EBITDA for any applicable period of calculation and such portion of the Term Loan and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and such Borrower or such Borrower’s Subsidiary shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such capital contribution or assignment) in an amount sufficient to eliminate any Affiliated Lender Investor Overage prior to taking actions required by this Section 2.19(d).

(e)Allocation. The relevant Borrower shall make a Discounted Voluntary Prepayment pursuant to clause (x) of the definition thereof by prepaying the portion of the Term Loan to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount, provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, such Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the relevant Borrower shall prepay all Qualifying Loans. The relevant Borrower shall make a Discounted Prepayment pursuant to clause (y) of the definition thereof by paying the applicable Lender offering the applicable Term Loan for sale in the open market the applicable purchase price therefor.

(f)Payment Mechanics. Each Discounted Voluntary Prepayment pursuant to clause (x) of the definition thereof shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty, upon irrevocable notice (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m. New York City Time, three (3) Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable portion of the Term Loan, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Each Discounted Voluntary Prepayment pursuant to clause (y) of the definition thereof shall be made within the time period mutually agreed by the relevant Borrower and the applicable Lender or as required by the applicable market platform on or in which such purchase is to be consummated. The par principal amount of each Discounted Voluntary Prepayment of the Term Loan shall be applied ratably to reduce the remaining installments of the Term Loan.

(g)Additional Procedures. To the extent not expressly provided for herein, (i) each Discounted Voluntary Prepayment pursuant to clause (x) of the definition thereof shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.19(b) above) established by the Administrative Agent and the relevant Borrower and (ii) each Discounted Voluntary Prepayment pursuant to clause (y) of the definition thereof shall be consummated pursuant to reasonable procedures established by the relevant Borrower, the applicable Lender and/or the market platform on or in which such purchase is to be consummated.

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

3.01.Taxes.

(a)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes.

(ii)If applicable Law requires the withholding or deduction of any Taxes from any payment under any Loan Document, then (A) the applicable Loan Party or Administrative Agent, as applicable, shall be entitled to withhold or make such deductions as are required taking into account the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party, if the applicable withholding agent, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Loan Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)Payment of Other Taxes by Loan Parties. Without limiting the provisions of subsection (a) above but without duplication of amounts payable under this Section, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes.

(c)Tax Indemnification.

(i)Without limiting the provisions of subsection (a) or (b) above but without duplication of amounts payable under this Section, each Loan Party shall, and does hereby, on a joint and several basis indemnify each Recipient and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted on payments to, or paid by, such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to Borrower Agent by a Recipient (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.

(ii)Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against (i) any Indemnified Taxes attributable to such Lender, (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participation and SPV Register and (iii) any Taxes (other than Indemnified Taxes) attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the occurrence of the Facility Termination Date.

(d)Evidence of Payments. Upon request by Borrower Agent or Administrative Agent, as the case may be, after any payment of Taxes by the Loan Parties or by Administrative Agent to a Governmental Authority as provided in this Section 3.01, Borrower Agent shall deliver to Administrative Agent or Administrative Agent shall deliver to Borrower Agent, as the case may be, the original or a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Borrower Agent or Administrative Agent, as the case may be.

(e)Status of Lenders; Tax Documentation.

(i)Each Recipient shall deliver to Borrower Agent and to Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by Borrower Agent or Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit Borrower Agent or Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Recipient’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Recipient by the Loan Parties pursuant to this Agreement or otherwise to establish such Recipient’s status for withholding tax purposes in the applicable jurisdiction; provided each Recipient shall only be required to deliver such documentation as it may legally provide. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (e)(ii)(A), (ii)(B), (iii) and (iv) of this Section) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.

(ii)Without limiting the generality of the foregoing:

(A)any Lender that is a U.S. Person shall deliver to Borrower Agent and Administrative Agent executed copies of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by Borrower Agent or Administrative Agent as will enable Borrower Agent or Administrative Agent, as the case may be, to determine whether or not such Recipient is subject to backup withholding or information reporting requirements; and

(B)each Foreign Lender shall deliver to Borrower Agent and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrower Agent or Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(I)executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party, if any,

(II)executed copies of Internal Revenue Service Form W-8ECI,

(III)executed copies of Internal Revenue Service Form W-8IMY and all required supporting documentation, or

(IV)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable.

(iii)If a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to Borrower Agent and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower Agent or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower Agent or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iv)Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower Agent and the Administrative Agent in writing of its legal inability to do so.

(f)Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion acting in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by any Loan Party under this Section with respect to the Indemnified Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of such Recipient, agrees to repay the amount paid over to any Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) to the extent the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.

(g)For purposes of this Section, the term “Lender” includes any LC Issuer and the term “applicable Law” includes FATCA.

3.02.Illegality. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any Change in Law or regulation or in the interpretation thereof makes it unlawful for any Lender to make or continue to maintain any SOFR Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to Borrower Agent and such Lender’s obligations to make or maintain SOFR Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain SOFR Loans. Borrowers shall prepay on demand the outstanding principal amount of any such affected SOFR Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, that, subject to all of the terms and conditions of this Agreement, Borrower Agent may then elect to borrow the principal amount of the affected SOFR Loans from such Lender by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender and which shall be determined without reference to clause (c) of the definition of “Base Rate”. Upon any such repayment, the Borrowers shall also pay any additional amounts required, if any, pursuant to this Agreement.

3.03.Inability to Determine Rates. Subject to Section 3.10, if, on or prior to the first day of any Interest Period for any SOFR Loan:

(a)    the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or

(b)    the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

then the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Upon notice thereof by the Administrative Agent to the Borrower Agent, any obligation of the Lenders to make or continue SOFR Loans shall be suspended (to the extent of the affected SOFR Loans and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower Agent may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans and, in the case of a SOFR Loans, the affected Interest Periods) or, failing that, the Borrower Agent will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately or, in the case of a SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay any additional amounts, if any, required pursuant to this Agreement.

3.04.Increased Costs; Reserves on SOFR Loans.

(a)Increased Costs Generally. If any Change in Law shall:

(i)subject any Lender (or its Lending Office) or the L/C Issuer to any tax, duty or other charge with respect to its SOFR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make SOFR Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) or the L/C Issuer of the principal of or interest on its SOFR Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make SOFR Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office or the L/C Issuer imposed by the jurisdiction in which such Lender’s or the L/C Issuer’s principal executive office or Lending Office is located); or

(ii)impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the FRB) or shall impose on any Lender (or its Lending Office) or the L/C Issuer or on the interbank market any other condition affecting its SOFR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make SOFR Loans, or to issue a Letter of Credit, or to participate therein;

and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) or the L/C Issuer of making or maintaining any SOFR Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or the L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within 15 days after demand by such Lender or L/C Issuer (with a copy to Administrative Agent), Borrowers shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction. This Section 3.04(a) shall not apply with respect to Indemnified Taxes or Excluded Taxes.

(b)Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower Agent, shall be conclusive absent manifest error. The Borrowers shall pay such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d)Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Loan Parties shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Loan Parties of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05.Compensation for Losses. Upon demand of any Lender (with a copy to Administrative Agent) from time to time, Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding, for the avoidance of doubt, loss of profits) incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower Agent; or

(c)any assignment of a SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by Borrower Agent pursuant to Section 10.13;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

3.06.Reimbursement

No Loan Party shall be required to compensate a Lender or the L/C Issuer pursuant to this Article III for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower Agent of the change in law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefore, provided further that, if the change in law giving rise to such increases costs or reduction is retroactive then the 180 day period referred to above shall be extended to include the period of retroactive effect hereof. Upon the receipt by Borrower Agent of such demand, the Borrower Agent shall have the option to immediately repay such SOFR Loan or convert such SOFR Loan to a Base Rate Loan, or cause the beneficiary of any such Letter of Credit to terminate such Letter of Credit, in each case in order to minimize or eliminate such increased cost or reduction.

3.07.Mitigation Obligations. If any Lender requests compensation under Section 3.04, or Borrowers are required to indemnify or pay any additional amount to any Lender, the L/C Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

3.08.Survival. All of the obligations under this Article III shall survive the resignation of Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender and the occurrence of the Facility Termination Date.

3.09.Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution, and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

3.10.Effect of Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document:

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

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

(c)Notice; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower Agent and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower Agent of the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 3.10. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.10.

(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administration of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01.Conditions of Initial Credit Extension. The obligation of each Lender and the L/C Issuer to make any initial Credit Extension hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:

(a)Administrative Agent’s receipt of the following items, each properly executed by a Responsible Officer of applicable Loan Party, each dated as of the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effective Date) and each in form and substance reasonably satisfactory to Administrative Agent and its legal counsel:

(i)a legal opinion from Kirkland and Ellis LLP;

(ii)the secretary’s certificates, borrowing request and closing certificates set forth on the closing checklist attached hereto as Exhibit G;

(iii)a solvency certificate in the form of Exhibit I; and

(iv)the Loan Documents, except for those items that are specifically permitted herein to be delivered after the Restatement Effective Date.

(b)The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, shall be true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality) on and as of the date of such initial Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality) as of such earlier date;

(c)No Default or Event of Default shall have occurred and be continuing, or would immediately result from such initial Credit Extension and the consummation of the Transaction and the Loan Documents;

(d)All accrued costs, fees and expenses (including all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to Administrative Agent, plus such additional amounts of such reasonable out-of-pocket fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable out-of-pocket fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrowers and Administrative Agent) and the fees and expenses of any other advisors) and other compensation due and payable to Administrative Agent, the Arrangers and the Lenders on or before the Restatement Effective Date shall have been paid (or deducted from the initial funding of the Loans hereunder), to the extent set forth in the Fee Letter (as defined as of the Restatement Effective Date) or otherwise invoiced at least two (2) Business Days prior to the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower Agent).

(e)Reserved.

(f)Reserved.

(g)The Borrowers and the other Loan Parties shall have provided the documentation and other information to the Administrative Agent (to the extent reasonably requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Restatement Effective Date) that are required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the PATRIOT Act, in each case at least three (3) days prior to the Restatement Effective Date.

(h)Reserved.

Notwithstanding anything herein to the contrary, the terms of the Loan Documents shall be in a form such that they do not impair availability of the Loans on the Restatement Effective Date if the conditions set forth in Section 4.01 are satisfied or waived (it being understood that to the extent any security interest in Collateral (including the creation or perfection of any security interest) (other than (x) grants of security interests in Collateral subject to the Uniform Commercial Code that may be perfected by the filing of Uniform Commercial Code financing statements and (y) the delivery of equity certificates for certificated Equity Interests of Holdings’ Domestic Subsidiaries that are part of the Collateral) is not or cannot be provided or perfected on the Restatement Effective Date after the Borrowers’ use of commercially reasonable efforts to do so, without undue burden or expense, the delivery of such Collateral (and granting and perfecting of security interests therein) shall not constitute a condition precedent to the availability of the Loans on the Restatement Effective Date but shall be required to be delivered within 90 days after the Restatement Effective Date (or such later date as may be reasonably agreed by the Administrative Agent in its sole discretion) pursuant to arrangements to be mutually agreed).

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

4.02.Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than the initial Credit Extension hereunder on the Restatement Effective Date or a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of SOFR Loans) is subject to the following conditions precedent:

(a)The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, shall be true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality) as of such earlier date; or solely with respect to any Increase (including any Limited Condition Incremental Facility), the applicable conditions set forth in Section 2.18(e) have been satisfied.

(b)No Default or Event of Default shall have occurred and be continuing, or would immediately result from such proposed Credit Extension; or, solely with respect to any Increase (including any Limited Condition Incremental Facility), the applicable conditions set forth in Section 2.18(e) have been satisfied.

(c)Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than the initial Credit Extension hereunder on the Restatement Effective Date or a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of SOFR Loans) submitted by Borrower Agent shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VREPRESENTATIONS AND WARRANTIES

To induce Administrative Agent and the Lenders to enter into this Agreement and to make Loans and to issue Letters of Credit hereunder, each Loan Party represents and warrants to Administrative Agent and the Lenders, that:

5.01.Existence, Qualification and Power. Each Loan Party and each Subsidiary (a) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business as is now being conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and in good standing under the Laws of each jurisdiction where its operation or properties requires such qualification, except, in the case of clauses (b)(i) and (c), to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.02.Authorization; No Contravention; Consents. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the consummation of the Transactions and the Fifth Amendment Transactions, have been duly authorized by all necessary organizational action, and (a) do not and will not (i) contravene the terms of its Organization Documents or (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.02) (x) any Contractual Obligation to which such Person is a party or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, (iii) violate any Law, except with respect to any conflict, breach, or contravention referred to in clause (a)(ii) or violation referred to in clause (a)(iii), to the extent that such conflict, breach, contravention or violation, in each case, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (b) do not or will not require any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, except for (i) filings necessary to perfect Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent for the benefit of the Lender Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices, and filings which have been duly obtained, taken, given or made and are in full force and effect or (iii) if the failure to obtain the same, take such action or give such notice could reasonably be expected to result in a Material Adverse Effect.

5.03.Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

5.04.Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein; and (ii) fairly present, in all material respects, the financial condition of the Target and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b)The unaudited consolidated balance sheet of Holdings and its Subsidiaries dated as of September 30, 2024, and the related consolidated statements of income or operations and cash flows for the fiscal quarter then ended fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to year-end audit adjustments.

(c)Since March 31, 2024, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d)On the Fifth Amendment Effective Date, immediately after giving effect to the Fifth Amendment Transactions, the Loan Parties and their Subsidiaries, on a Consolidated basis, are Solvent.

5.05.Litigation. As of the Fifth Amendment Effective Date, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Loan Party, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the Transactions or (b) except as specifically disclosed in Schedule 5.05, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.06.No Default. No Default or Event of Default has occurred and is continuing.

5.07.Ownership of Property; Liens.

(a)Each Loan Party and each of its Subsidiaries has good, and in the case of Real Estate (if any), insurable title to all property (tangible and intangible (other than, in each case, Intellectual Property)) necessary to, or used in the ordinary conduct of, its business, subject to Permitted Liens and except (i) for any such properties which are immaterial to the operations of such Loan Party’s or such Subsidiary’s respective business, (ii) as may have been disposed of in compliance with the terms of this Agreement, (iii) minor defects in title that do not materially interfere with such Loan Party’s ability to conduct its business or to utilize such assets for their intended purpose and/or (iv) where the failure to have such title or other interest would not reasonably be expected to have, individually, or in the aggregate, a Material Adverse Effect.