Contract analysis

I. Background on the Engagement and the Chapter 11 Contingency By way of background, and to provide a complete record in connection with the termination of the standby engagement, we briefly summarize the circumstances that gave rise to Pendleton's engagement. At the time the Standby Engagement Letter was executed, TSL and TAI were experiencing a severe liquidity crisis driven principally by a precipitous decline in

II. Resolution of the Restructuring — The Out-of-Court Restructuring Support Agreement We are pleased to advise that the contemplated Chapter 11 filing has been averted. After extensive negotiations involving multiple creditor constituencies, TSL and TAI, together with the requisite lenders under the Credit Facility, Dralvecen Mezzanine Capital LLC ("Dralvecen"), and KFO Holdings SA ("KFO Holdings," the Kostandinos f

III. Formal Termination of the Standby Engagement Pursuant to the termination provisions set forth in Section 8 of the Standby Engagement Letter dated November 15, 2022, Calderwood & Harkness LLP, acting on behalf of TSL and TAI and with the full authority of the Companies, hereby formally terminates the standby engagement in its entirety, effective as of July 10, 2023. Upon the effective date of this termination, Pe

IV. Confirmation That No Amounts Are Owed We further confirm that, based on our records and the terms of the Standby Engagement Letter, no fees, costs, expenses, reimbursements, or other amounts of any kind are due or owing to Pendleton by TSL, TAI, C&H, or any other party under or in connection with the Standby Engagement Letter. Because the engagement remained in standby status at all times and was never activated,

V. Return or Destruction of Confidential Information We remind Pendleton of its confidentiality obligations under Section 6 of the Standby Engagement Letter, which, among other things, required Pendleton to maintain in strict confidence all non-public information received in connection with the standby engagement and to use such information solely for the purposes contemplated by the engagement. To the extent that Pe

VI. Acknowledgments and Contact Information On behalf of TSL, TAI, and Calderwood & Harkness, we wish to express our sincere appreciation for Pendleton's willingness to serve on a standby basis throughout the contingency planning period and for Pendleton's readiness to mobilize its team and systems on short notice had a Chapter 11 filing become necessary. Your firm's professionalism and preparedness provided signific