Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the respective meanings set forth below: "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Blackout Period" has the meaning assigned to such term in Section 4.2 hereof. "Broker-Dealer" means any broker or dealer registered as such under the 1934 A

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) a term has the meaning assigned to it by this Section or by the applicable provision of this Agreement; (b) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with generally accepted accounting principles in the United States as in effect from time to time; (c) "or" is not exclusive; (d) "including

Section 2.1 — Exchange Offer Registration Statement (a) The Company shall use its commercially reasonable efforts to prepare and file with the Commission an Exchange Offer Registration Statement on Form S-1 (or such other form as may be available to the Company for such purpose under the Securities Act) covering the Exchange Offer, within 180 days after the Closing Date (i.e., on or prior to August 23, 2026). The Exc

Section 2.2 — Exchange Offer Procedures (a) The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the Commission. The Company shall mail or cause to be mailed (or otherwise transmit in accordance with the applicable procedures of DTC) to each Holder of Initial Notes, at the address or account shown on the register maintained by the Registrar, a

Section 2.3 — Conditions to Exchange Offer (a) Notwithstanding any other provision of this Agreement, the Company shall not be required to consummate the Exchange Offer unless each of the following conditions shall have been satisfied or waived: (i) the Exchange Offer Registration Statement shall have been declared effective under the Securities Act and shall not be the subject of any stop order or proceeding seeking

Section 2.4 — Participating Broker-Dealers (a) The Company acknowledges that, under existing SEC interpretations, any Participating Broker-Dealer that receives Exchange Notes in exchange for Initial Notes pursuant to the Exchange Offer may be deemed an "underwriter" within the meaning of the Securities Act and must deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of su

ARTICLE 3 — SHELF REGISTRATION

Section 3.1 — Shelf Registration Statement (a) In the event that: (i) the Company is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because of any change in law, SEC staff policy, or published interpretive position of the Commission or the staff thereof; (ii) for any reason the Exchange Offer Registration Statement is not declared effective by the Commission within

Section 3.2 — Provision of Information by Holders (a) Each Holder of Registrable Securities that desires to have its securities included in a Shelf Registration Statement shall furnish to the Company such information as the Company may reasonably require in order to effect the registration of such Holder's Registrable Securities, including a completed and executed selling securityholder questionnaire in such form as

Section 3.3 — Supplementation and Amendment If a Shelf Registration Statement is filed pursuant to this Article 3, the Company shall supplement or amend the Shelf Registration Statement and the related Prospectus as necessary to ensure that (a) the Shelf Registration Statement remains effective during the entire period for which it is required to be effective pursuant to Section 3.1(b)(iii) hereof, (b) the Prospectus

ARTICLE 4 — REGISTRATION PROCEDURES

Section 4.1 — General Obligations of the Company In connection with any Registration Statement filed or to be filed pursuant to this Agreement, the Company shall: (a) Preparation of Filings. Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registrati

Section 4.2 — Suspension Periods (a) Notwithstanding anything to the contrary in this Agreement, the Company may suspend the use of the Prospectus included in any Shelf Registration Statement for a period not to exceed 30 consecutive days (each such period, a "Blackout Period") if the Board of Directors (or a duly authorized committee thereof) of the Company determines in good faith, by resolution adopted in accordan

Section 4.3 — Expenses (a) The Company shall bear all costs and expenses incident to the performance of or compliance with this Agreement, including all registration and filing fees payable to the Commission; all fees and expenses payable in connection with the qualification of the Exchange Notes or Registrable Securities under state securities or blue sky laws; all printing, duplicating, word processing, and documen

ARTICLE 5 — LIQUIDATED DAMAGES

Section 5.1 — Registration Default and Liquidated Damages (a) A "Registration Default" shall be deemed to have occurred if any of the following events shall occur: (i) the Exchange Offer Registration Statement has not been filed with the Commission on or prior to the date that is 180 days after the Closing Date (i.e., on or prior to August 23, 2026); (ii) the Exchange Offer Registration Statement has not been declare

Section 5.2 — Payment Mechanics (a) All Liquidated Damages payable under Section 5.1 shall be paid by the Company to the Holders of Registrable Securities in the same manner and through the same channels as interest payments on the Notes, including through the Trustee (Brindoval Trust Company, National Association) and through the facilities of DTC (or any successor depositary) in accordance with the customary proced

ARTICLE 6 — INDEMNIFICATION AND CONTRIBUTION

Section 6.1 — Indemnification by the Company (a) The Company agrees to indemnify and hold harmless each Holder of Registrable Securities, each Initial Purchaser (including Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc.), each Participating Broker-Dealer, and, with respect to each of the foregoing Persons, their respective officers, directors, partners, members, manage

Section 6.2 — Indemnification by Holders (a) Each Holder of Registrable Securities whose securities are covered by any Registration Statement agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who have signed the applicable Registration Statement, its employees, its agents, and each Person, if any, who controls the Company within the meaning of Section 15 of the

Section 6.3 — Contribution (a) If the indemnification provided for in Sections 6.1 or 6.2 hereof is for any reason held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then each indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Loss

Section 6.4 — Notification and Defense (a) Promptly after receipt by an Indemnified Party of notice of any claim, action, suit, or proceeding against such Indemnified Party in respect of which indemnification or contribution may be sought under this Article 6, such Indemnified Party shall notify the indemnifying party in writing of such claim, action, suit, or proceeding, and shall describe in reasonable detail the n

Section 7.1 — Amendments and Waivers (a) No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by the Company or any Holder from the terms hereof, shall be effective unless the same shall be in writing and signed by the Company and the Holders of a majority in aggregate principal amount of the then-outstanding Registrable Securities. Any such written ame

Section 7.2 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one business day after being sent by nationally recognized overnight courier service (with proof of delivery requested), or (c) when sent by email (with written confirmati

Section 7.3 — No Third-Party Beneficiaries (a) This Agreement is for the sole benefit of the parties hereto, the Holders of Registrable Securities, and their respective successors and assigns as permitted herein, and no other Person shall acquire or have any right or obligation under or by virtue of this Agreement. (b) Notwithstanding the foregoing, the parties acknowledge and agree that Participating Broker-Dealers

Section 7.4 — Successors and Assigns (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, and personal representatives. (b) The rights of Holders under this Agreement shall be automatically transferred with the transfer of Registrable Securities by such Holder, subject to compliance with the transfer restric

Section 7.5 — Counterparts This Agreement may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by email in portable d

Section 7.6 — Headings The headings of the Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Agreement.

Section 7.7 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law, which shall apply).

Section 7.8 — Submission to Jurisdiction; Waiver of Jury Trial (a) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to

Section 7.9 — Severability If any provision of this Agreement, or the application thereof to any Person or any circumstance, is held by a court of competent jurisdictio