Contract analysis

Section 1.1 Definitions. As used in this Joinder Agreement, the following terms shall have the meanings set forth below: "Agent" means Nordbank International AG, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement. "Amendment" means Amendment No. 1 to the Senior Secured Credit Agreement to be entered into among the Borrower, the Co-Borrower, the Agent, and the Lenders, implementing

Section 1.2 Incorporation by Reference. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the RSA. To the extent that any term defined herein is also defined in the RSA, the definition set forth herein shall control solely for purposes of this Joinder Agreement.

ARTICLE 2 JOINDER AND AGREEMENT

Section 2.1 Joinder. Each undersigned Lender (each, a "Joining Lender") hereby irrevocably and unconditionally joins the RSA as a Consenting Lender and agrees to be bound by all of the terms, conditions, covenants, obligations, and agreements of a Consenting Lender thereunder, in each case as if such Joining Lender had been an original signatory to the RSA on the date thereof. Each Consenting Lender hereby acknowledg

Section 2.2 Agreement to Support the Restructuring. By executing and delivering this Joinder Agreement, each Consenting Lender hereby covenants and agrees, from and after the date hereof until the termination of this Joinder Agreement in accordance with Article 4 hereof, as follows: (a) Support of Restructuring Transactions. Each Consenting Lender shall support and take all commercially reasonable actions necessary o

Section 2.3 Acknowledgment of RSA Terms. Each Consenting Lender hereby expressly acknowledges and agrees to the following key economic terms of the Amendment, as more fully described in the RSA: (a) the extension of the stated maturity date of the Credit Agreement from June 15, 2024 to June 15, 2027; (b) the conversion of Seventy-Five Million Dollars ($75,000,000) of outstanding TLA principal from cash-pay to payment

ARTICLE 3 REPRESENTATIONS AND WARRANTIES Each Consenting Lender, severally and not jointly, hereby represents and warrants to the Borrower, the Co-Borrower, and the Agent, as of the date hereof and as of the RSA Effective Date, as follows:

Section 3.1 Due Organization and Authority. Such Consenting Lender is duly organized, validly existing, and in good standing (to the extent such concept is applicable in its jurisdiction of organization) under the laws of the jurisdiction of its organization. Such Consenting Lender has all requisite corporate, partnership, limited liability company, or other organizational power and authority to execute, deliver, and

Section 3.2 Due Authorization. The execution, delivery, and performance by such Consenting Lender of this Joinder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of such Consenting Lender, and no further action, consent, or approval of any person or entity (in

Section 3.3 Binding Obligation. This Joinder Agreement has been duly executed and delivered by such Consenting Lender and constitutes the legal, valid, and binding obligation of such Consenting Lender, enforceable against such Consenting Lender in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship,

Section 3.4 No Conflicts. The execution, delivery, and performance by such Consenting Lender of this Joinder Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate any provision of the organizational documents of such Consenting Lender, (b) violate, conflict with, result in a breach of, or constitute (with or without notice or lapse of time, or both) a default under a

Section 3.5 Ownership of Claims. As of the date hereof, such Consenting Lender is (or, in the case of an investment manager or advisor executing this Joinder Agreement on behalf of one or more managed funds or accounts, has the power, authority, and right to act on behalf of the beneficial owner(s) of) the legal and beneficial owner of the aggregate principal amount of loans and/or commitments under the Credit Agreem

Section 4.1 Termination Events. This Joinder Agreement, and all obligations of the Consenting Lenders hereunder (other than obligations that by their express terms survive termination), shall automatically terminate, without the requirement of any further action by any party, upon the earliest to occur of the following events: (a) the RSA Effective Date, at which point the obligations of the Consenting Lenders hereun

Section 4.2 Effect of Termination. Upon termination of this Joinder Agreement pursuant to Section 4.1, (a) all obligations of the Consenting Lenders hereunder shall be of no further force or effect, (b) all rights, remedies, and claims of each Consenting Lender under the Credit Agreement, the Forbearance Agreement, the other loan documents, and applicable law shall be fully restored and preserved as if this Joinder A

Section 5.1 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Joinder Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by confirmed electronic mail (provided that a copy is contemporaneously sent by another method specified herein), (c) three (3) business days afte

Section 5.2 Governing Law. This Joinder Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to conflict-of-law principles that would result in the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law, which shall apply).

Section 5.3 Jurisdiction and Venue. Each party hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City of New York, State of New York, and any appellate court thereof, in any action, suit, or proceeding arising out of or relating to this Joinder Agreement, (b) agrees that all claims in respect of any such action, suit, or

Section 5.4 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Joinder Agreement, and no consent to any departure by any party herefrom, shall be effective unless the same shall be in writing and signed by the Borrower, the Agent, and the Required Consenting Lenders (as defined in the RSA), and then such amendment, modification, supplement, waiver, or consent shall be e

Section 5.5 Successors and Assigns. This Joinder Agreement shall be binding upon and shall inure to the benefit of each Consenting Lender and its respective successors and permitted assigns. No Consenting Lender may assign or otherwise Transfer any of its rights or obligations hereunder except in accordance with Section 2.2(e) hereof to a Permitted Transferee that has duly executed and delivered a Transfer Joinder to

Section 5.6 Severability. If any provision of this Joinder Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Joinder Agreement, and this Joinder Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; p

Section 5.7 Counterparts. This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed signature page of this Joinder Agreement by facsimile transmission or electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually

Section 5.8 Entire Agreement. This Joinder Agreement, together with the RSA and all exhibits, schedules, annexes, and other documents and instruments referenced therein or delivered in connection therewith, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, commitments,

Section 5.9 Headings. The article and section headings contained in this Joinder Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of any provision of this Joinder Agreement.

Section 5.10 No Third-Party Beneficiaries. Except as expressly provided in the RSA, nothing in this Joinder Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit, remedy, or claim under or by reason of this Joinder Agreement.

Section 5.11 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. [Signature Pages Follow] SIGNATURE PAGES TO JOINDER AGREEMENT CONSENTING LENDERS NORDBANK INTERNATIONAL AG (in its capacity a

1. Joinder. The Transferee hereby irrevocably joins the RSA and the Joinder Agreement as a "Consenting Lender" and agrees to be bound by all of the terms, conditions, covenants, obligations, and agreements of a Consenting Lender under each of the RSA and the Joinder Agreement as if the Transferee had been an original signatory to each such agreement.

2. Transferred Commitment. The Transferee is acquiring from [name of transferor] (the "Transferor") a Commitment in the aggregate principal amount of $[__] under the Credit Agreement (the "**Transferred Commitment**") pursuant to [an Assignment and Assumption Agreement] [a Participation Agreement] dated [__], 2023 (the "Transfer Agreement").

3. Review of RSA. The Transferee hereby acknowledges that it has received and reviewed a complete copy of the RSA (including all exhibits, schedules, and annexes thereto) and the Joinder Agreement and has had the opportunity to consult with its own legal and financial advisors with respect thereto.

4. Representations and Warranties. The Transferee hereby makes, as of the date hereof, each of the representations and warranties set forth in Article 3 of the Joinder Agreement with respect to the Transferee and its Transferred Commitment, mutatis mutandis.

5. Notice Information. Notices to the Transferee shall be sent to: [Name of Transferee] [Address] Attention: [__] Email: [__]

6. Governing Law; Jurisdiction. This Transfer Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and the Transferee irrevocably submits to the exclusive jurisdiction of the courts specified in Section 5.3 of the Joinder Agreement.

7. Counterparts. This Transfer Joinder Agreement may be executed in counterparts, including by facsimile or electronic (.pdf) transmission. IN WITNESS WHEREOF, the Transferee has caused this Transfer Joinder Agreement to be executed and delivered by its duly authorized representative as of the date first written above. [NAME OF TRANSFEREE] By: ________ Name: Title: Date: ACKNOWLEDGED AND AGREED: NORDBANK INTERNATIONA