REF MiHi54Cc40mkVJO30fIArg S-1 as filed: Jun 25, 2026

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As filed with the U.S. Securities and Exchange Commission on June 25, 2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

Reformation Inc.
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

5621

(Primary Standard Industrial
Classification Code Number)

84-2302327

(I.R.S. Employer
Identification Number)

5801 S. 2nd St.
Vernon, CA 90058
(213) 282-2025

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Hali Borenstein
Chief Executive Officer
5801 S. 2nd St.
Vernon, CA 90058
(213) 282-2025

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Laura Kaufmann
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000

Joshua Moore
5801 S. 2nd St.
Vernon, CA 90058
(213) 282-2025

Michael Benjamin
Sandy Kugbei
Steven B. Stokdyk
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
				Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated , 2026

PRELIMINARY PROSPECTUS

Reformation Inc.

Common Stock

This is the initial public offering of shares of common stock of Reformation Inc. We are offering shares of our common stock, and the selling stockholders identified in this prospectus are offering an aggregate of shares of our common stock. We will not receive any proceeds from the sale of common stock by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. We expect the initial public offering price of our common stock will be between $ and $ per share. We intend to apply to list our common stock on the New York Stock Exchange (“NYSE”) under the symbol “REF.”

We are an “emerging growth company” as defined under the U.S. federal securities laws, and, as such, have elected to comply with certain reduced public company reporting requirements for this registration statement and may do so in future filings.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 25 to read about factors you should consider before buying our common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission or regulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share

Total

Initial public offering price

Underwriting discounts and commissions(1)

Proceeds to us, before expenses

Proceeds to the selling stockholders, before expenses

(1)

See “Underwriters (Conflicts of Interest)” for additional information regarding underwriting compensation.

The selling stockholders have granted the underwriters the option, for a period of 30 days from the date of this prospectus, to purchase up to additional shares of common stock at the initial public offering price less the underwriting discounts and commissions.

The underwriters expect to deliver the shares against payment in New York, New York, on or about , 2026.

J.P. Morgan

Morgan Stanley

Citigroup

RBC Capital Markets

	Guggenheim Securities			Baird			William Blair			BTIG
	Telsey Advisory Group

The date of this prospectus is , 2026.

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	PROSPECTUS SUMMARY					1
	RISK FACTORS					25
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					72
	USE OF PROCEEDS					74
	DIVIDEND POLICY					75
	CAPITALIZATION					76
	DILUTION					77
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					80
	BUSINESS					112
	MANAGEMENT					137
	EXECUTIVE AND DIRECTOR COMPENSATION					143
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					154
	PRINCIPAL AND SELLING STOCKHOLDERS					156
	DESCRIPTION OF CAPITAL STOCK					158
	SHARES ELIGIBLE FOR FUTURE SALE					163
	CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK					165
	UNDERWRITERS (CONFLICTS OF INTEREST)					168
	LEGAL MATTERS					176
	EXPERTS					176
	WHERE YOU CAN FIND ADDITIONAL INFORMATION					176
	INDEX TO FINANCIAL STATEMENTS					F-1

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers that effect transactions in these shares of common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, nor the selling stockholders nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared or that has been prepared on our behalf or to which we have referred you. Neither we, nor the selling stockholders nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered by this prospectus, and only under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of shares of our common stock. Our business, results of operations and financial condition may have changed since such date.

For investors outside the United States: neither we, nor the selling stockholders nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. See “Underwriters (Conflicts of Interest).”

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ABOUT THIS PROSPECTUS

Industry and Market Data

This prospectus includes information and statistics regarding the industry in which we operate. We have obtained this information and statistics from various independent third-party sources, independent industry publications, reports by market research firms and other independent sources. In addition, some data and other information contained in this prospectus, including with respect to our business and operations and our total addressable market, are also based on management’s estimates and calculations, derived from our analysis, review and interpretation of internal surveys, including our July 2025 Customer Survey, as well as third-party reports, including a third-party report by a major consulting firm that we commissioned. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share within these industries. While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal company research, data and estimates are reliable, such research and estimates have not been verified by any independent source.

Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

Trademarks, Service Marks, Trade Names and Copyrights

This prospectus contains references to trademarks and service marks which are our registered trademarks or service marks, or trademarks or service marks for which we have pending applications or common law rights. Trademarks, service marks, trade names and copyrights of other companies appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks, service marks, trade names and copyrights are referred to in this prospectus without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we or other owner thereof will not assert, to the fullest extent under applicable law, our or such owner’s rights to these trademarks, service marks, trade names and copyrights. We do not intend our use or display of other companies’ trademarks, service marks, trade names or copyrights to imply a relationship with, or endorsement or sponsorship of us by, such other companies.

Non-GAAP Financial Measures

This prospectus contains certain financial measures that are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Under U.S. securities laws, these measures are called “non-GAAP financial measures.” Specifically, we make use of Adjusted EBITDA and Adjusted EBITDA margin.

You should not rely on these non-GAAP financial measures as a substitute for any GAAP financial measure. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered supplemental in nature and is not meant to be an alternative to our reported results prepared in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. For more information about how we use these non-GAAP financial measures in our business, the limitations of these measures, and a reconciliation of these measures to the most directly comparable GAAP measures, see “Prospectus Summary—Summary Consolidated Financial and Other Data—Key Financial Metrics, Key Operating Metrics and Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

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Basis of Presentation

We operate on a 52/53-week fiscal year convention whereby our fiscal year ends on the last Saturday in December of each year, such that each quarterly period will be 13 weeks in length, except during a 53-week year when the fourth quarter will be 14 weeks. References herein to “fiscal 2025” and “2025” relate to the year ended December 27, 2025, references herein to “fiscal 2024” and “2024” relate to the year ended December 28, 2024 and references herein to “fiscal 2023” and “2023” relate to the year ended December 30, 2023. The fiscal year ended December 27, 2025 consisted of 52 weeks, the fiscal year ended December 28, 2024 consisted of 52 weeks and the fiscal year ended December 30, 2023 consisted of 53 weeks. References herein to “first quarter of 2026” relate to the thirteen weeks ended March 28, 2026 and references herein to “first quarter of 2025” relate to the thirteen weeks ended March 29, 2025.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Certain Definitions

The following terms are used in this prospectus and have the following meanings unless otherwise noted or indicated by the context:

•

“Active Customers” reflect the total number of unique customers who have placed at least one order through our e-commerce platform or retail or outlet stores within the last rolling 12 months (excluding retail concession customers, employee orders, gift-card only orders, and face mask only orders, as purchased during the COVID-19 pandemic).

•

“average order value” or “AOV” is defined as total value of customer purchases at the point of sale divided by total purchases.

•

“CDP,” formerly Carbon Disclosure Project, is a global non-profit disclosure system used to report and benchmark our climate, water, and forest-related risks, opportunities and impacts.

•

“cohort” refers to a group of customers defined by the fiscal year in which they placed their first DTC order.

•

“concession” means our dedicated retail and e-commerce space within host retailer locations that we curate and operate.

•

“conversion” refers to the ratio of customer purchases to interactions within a given channel or context, which may include retail store traffic, in-store product try-ons or fitting room sessions, or visits to our website, originating from a specific marketing channel. Conversion is a meaningful indicator of our ability to efficiently generate revenue from each customer interaction with our brand.

•

“DTC” means direct-to-consumer, which is the sales channel where we sell products directly to the end customer through our e-commerce platform, branded retail stores, outlet locations and our concession stores.

•

“DTC Net Revenue per Customer” is a key operating metric that reflects our ability to generate DTC net revenue from our customer base on a trailing twelve-month basis. This metric is calculated by dividing our DTC net revenue by the number of customers counted within the period in which an item in their purchase has shipped.

•

“fashion risk” means the risk that our product will not align with shifting consumer preferences, styles or trends at the time of their availability in the market.

•

“Fiber Standards” means our internal grading system used to classify raw materials based on their environmental impact.

•

“Friends with Benefits” or “FWB” is our loyalty program that rewards customers who spend at least $1,000 USD (or the equivalent thereof in local currency), excluding promotional offers, taxes, returns and shipping charges and place more than one order using the same email address (in store or online) within a calendar year.

iii

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•

“IEEPA tariffs” refers to tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the United States.

•

“IMUs” means initial markups, which is the difference between the cost of a product and its manufacturer’s suggested retail price, excluding any subsequent discounts or markdowns.

•

“July 2025 Customer Survey” refers to our internal survey of approximately 2,370 active, lapsed, and prospective customers in our email database in July 2025.

•

“loyalty cohort” refers to our customers who spend at least $1,000 within the specified calendar year.

•

“payback period” means the time required for a retail store to fully recoup total opening costs through cumulative EBITDA generated from store operation.

•

“RefRecycling” is one of our sustainability programs that incentivizes customers to return Reformation products for recycling.

•

“RefScale” refers to the methodology by which we calculate how the environmental impact of producing our products compares with most clothes bought in the United States, tracking the estimated pounds of carbon dioxide emitted and gallons of water used.

•

“Retail X™” means our proprietary retail experience which integrates technology into both the customer-facing store experience and back-end operations in order to deliver a seamless experience across our physical and digital storefronts.

•

“Retail X™ store” is a store that is set up as a showroom model with one sample garment on display for each shoppable stock keeping unit (“SKU”) where customers have the choice of building a dressing room using a touchscreen, with the help of an associate or through their personal mobile device.

•

“returning customers” are those who made their first purchase on or prior to the last calendar day of the prior fiscal year, meaning returning customers does not include customers who placed their first order and then a repeat order in the same, current fiscal year.

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“SBTi” means The Science Based Targets initiative, which is the primary global framework for the independent assessment and validation of corporate emissions reduction targets to drive science-based climate action consistent with limiting warming to 1.5°C.

•

“Store Count” reflects the total number of retail or outlet stores open at the end of a given period, excluding temporary store locations designated as pop-ups (which are typically open for one year or less) and our concession locations (“shop-in-shop”).

•

“sustainability” refers to our integrated approach to managing environmental, social, and governance risks and opportunities to create long-term value; sustainability practices at Reformation are currently defined as Made Smarter (lower impact material sourcing), Made Better (responsible manufacturing), and Made for Good (promoting the circular economy).

•

“Sustainability Framework” refers to our approach to embedding sustainability, specifically climate action and social responsibility, across our business. Our ambition is to put sustainability at the core of everything we do, and hold ourselves accountable for continuous improvement and progress.

•

“unpaid marketing channels” refers to customer acquisition and engagement channels that do not involve direct advertising spend, including organic search, email marketing, retail stores, and word of mouth referrals.

•

“weeks of supply” is our inventory management metric that reflects the estimated number of weeks our current inventory on hand will last based on our forecasted sales rates. We calculate weeks of supply by dividing the total finished goods unit in inventory on hand at the end of a period by the average weekly units sold during that same period.

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PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

All references to the “Company,” “Reformation,” “Ref,” “we,” “our” and “us,” unless the context otherwise requires, are to Reformation Inc., a Delaware corporation, and its consolidated subsidiaries and all references to the “Issuer” are only to Reformation Inc.

Hi. We’re Reformation, the largest sustainable womenswear brand on the planet (that we know of, anyways). Since 2009, we’ve been on a mission to bring beautiful, sustainable fashion to everyone and look damn good doing it.

We make timeless, modern apparel and accessories that instill confidence and generate deep brand love from our loyal customers spanning generations and geographies. Our goal is to have a positive impact on people and the planet and prove that it’s possible to build a global fashion brand that delivers both impressive financial and environmental results. From 2015 to 2025, we grew net revenue at a compound annual growth rate (“CAGR”) of 34%, reaching over half a billion dollars of net revenue and over one million Active Customers, all while boasting strong margins. In 2026, our momentum has continued, with net revenue growing 30% during the first quarter of 2026 compared to the first quarter of 2025.

We built Reformation to challenge the conventional fashion model and reimagine how brands interact and engage with consumers. Our business stands in contrast to traditional retail businesses that can often be characterized by limited direct connection to the customer, imprecise product forecasting and merchandising, frequent promotions, long manufacturing lead times, and slow technological adoption. At Ref, we aren’t afraid to say what everyone else is thinking and do our own thing. As a result, over the last 17 years, we’ve helped pave the way for what we consider to be a smarter approach to retail.

Here’s how we operate differently:

•

Beloved lifestyle brand — We’re known and loved for our unique brand identity, which helps us connect authentically with customers and the broader cultural zeitgeist. Our customers love us: 77% of Active Customers cited Reformation as one of their favorite brands or their all-time favorite brand in our July 2025 Customer Survey and, in 2025, nearly 70% of our direct-to-consumer (“DTC”) net revenue came from our returning customers.

•

Product and merchandising optimization — We make great products our customers are obsessed with across categories and occasions. Our strategy is based on 1) testing new styles in small quantities and 2) iterating on proven designs. As a result, full-price sales consistently represented approximately 80% of our DTC net revenue from 2021 to 2025.

•

Agile, sustainable supply chain — We have proven that speed, sustainability, and profitability can coexist in fashion. Supported by our efficient supply chain and well-defined Sustainability Framework, we maintain industry leading manufacturing lead times compared to key peers in the apparel industry, with 50% of our product arriving in our distribution center in 60 days or less for the past three years.

•

Technology-forward shopping experiences — We directly own the relationship with our customer with approximately 90% of our net revenue coming from our DTC channel in 2025. We leverage technology to build smarter and more elevated retail shopping experiences. For example, in 2025, our tech-enabled and patented Retail X™ store model generated approximately 8.5% higher average order value and approximately 270 basis points higher conversion compared to non-Retail X™ stores.

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penetration of our core U.S. addressable market today, we believe we are well positioned to capture significant growth over the long term. Our path forward is clear: we intend to grow by deploying the same strategies that helped get us to where we are today. Specifically, that means increasing our distribution through both DTC and wholesale channels, expanding our product assortment within existing and new product categories, growing in international markets, and driving operational excellence.

As we pursue these goals and continue building an industry-leading lifestyle brand, we will define success in three ways:

•

Customer love. We’re proud to have a highly desirable, loyal, and growing customer base. Our goal is to continue acquiring new customers as we grow brand awareness and geographic reach, while retaining longtime fans of the brand. We believe the strength of our customer retention and repeat purchasing behavior has contributed to a durable and repeatable revenue base over time.

•

Sustainability outcomes. We believe companies should also be accountable for their environmental impact, so we aim to continue to set a high standard for sustainability in the fashion industry as we scale. See “Business—Sustainability” for a description of how we define sustainability.

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Financial performance. Most of the time we don’t take ourselves too seriously, but when it comes to financial performance, we operate with rigor and commitment to our stakeholders. This has enabled us to effectively deliver topline growth and profitability that we will strive to build on in the decades to come.

All of this adds up to some pretty great results, if we do say so ourselves. We’ve achieved:

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A strong customer base. In 2025, we surpassed one million Active Customers across our DTC channel and have approximately 1,140,000 Active Customers as of March 28, 2026.

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Steady net revenue growth. In 2025, we reported net revenue of $507.1 million, representing a 19% CAGR from 2023. And, in the first quarter of 2026, we reported net revenue of $112.3 million compared to $86.1 million in the first quarter of 2025, a 30.4% increase year-over-year. That means we’ve delivered 20 consecutive quarters of double-digit net revenue growth through the first quarter of 2026.

•

Strong gross margins. From 2021 to 2024, we consistently generated gross margins of 64.0% or more. In 2025, we generated a gross margin of 60.2%, which was negatively impacted by 360 basis points due to the impact of the IEEPA tariffs. During the first quarter of 2026, we generated a gross margin of 70.3%, which was positively impacted by approximately 900 basis points resulting from the refund of the IEEPA tariffs.

•

Sustained profitability. We have generated positive net income from 2018 to 2025, with the exception of 2020 due to the impact of the COVID-19 pandemic. In 2025, we generated $12.6 million of net income, inclusive of the impact of IEEPA tariffs.

•

Robust Adjusted EBITDA. In 2025, we generated $45.0 million in Adjusted EBITDA, which represented 8.9% of net revenue, and in the first quarter of 2026, we incurred $(12.1) million in net loss and generated $15.9 million in Adjusted EBITDA, which represented 14.1% of net revenue and reflected a 1,450 basis point improvement from the first quarter of 2025. The quarter-over-quarter improvement includes approximately 900 basis points resulting from the refund recorded for IEEPA tariffs that were recognized in cost of goods sold in 2025.

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. For further information about how we calculate Adjusted EBITDA and Adjusted EBITDA margin (including limitations of their use and reconciliation to the most comparable GAAP measures), see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total net revenue.

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(1)

We define an Active Customer as a unique customer that has made at least one purchase in the preceding 12-month period.

(2)

We define Adjusted EBITDA as net income before interest, taxes, and depreciation and amortization as further adjusted for stock compensation expense, transaction costs, and other costs not indicative of our ongoing, core operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure to Adjusted EBITDA.

(3)

Adjusted EBITDA margin is a non-GAAP measure defined as Adjusted EBITDA as a percentage of net revenue.

Our brand and customers: a mutual obsession

We believe our brand inspires exceptional love and has become its own persona to our customers, who feel deeply connected to us. At the heart of this obsession is our distinct brand voice. Most of the time, we let our clothes speak for themselves, but when we speak up, we’re smart, fun, confident, and a little bit irreverent.

Don’t just take our word for it: 77% of Active Customers cited Reformation as one of their favorite brands or their “all-time favorite brand” in a July 2025 Customer Survey. As of June 22, 2026, we had approximately four million followers across social media platforms, approximately three million email subscribers, and consistently spot mega-celebrities like Taylor Swift, Jennifer Aniston, Jennifer Lopez, Kendall Jenner, and Hailey Bieber wearing Ref (thanks ladies). And as we have grown, so has customer loyalty. Nearly 70% of total DTC net revenue in 2025 came from returning customers, and 54% of customers acquired before 2025 have shopped with us more than once, providing a strong foundation for durable growth.

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Our authentic brand ethos drives organic discovery and has helped us create broad appeal across generations and geographies. Beyond any singular demographic, we believe Ref appeals to an attitude and a mindset, underscoring the significant opportunity ahead of us. With over 70% of our customer base aged between 25 and 50, it’s not uncommon to see mothers and daughters shopping at Ref together, as validated by our July 2025 Customer Survey. This diverse dynamic is only growing: in 2025, nearly 20% of new customers were under the age of 25 and nearly 20% of new customers were over the age of 50. Our customer base is also relatively affluent: approximately 67% earn over $100,000 in household income annually, meaning they generally have more disposable income to spend on Ref. And while the majority of our business is in the United States today, our influence extends across geographies, with approximately 20% of Active Customers in 2025 located abroad, 30% in the coastal United States, and 50% across the rest of the country, further evidence of our brand and product relevance.

Our stuff: beautiful, vintage-inspired apparel that generates confidence

We are a womenswear destination across categories and occasions. We started out with dresses, which we’re kind of famous for, and have since successfully expanded our assortment. We take a deliberate approach to category expansion, building a bespoke supply chain designed to meet our standards for quality, speed, and environmental impact for each new product group. Today, we have five core product groups (dresses, bottoms, tops, sweaters, and accessories), which have helped cement Ref as a daily wardrobe essential.

The result is a diverse product assortment that we believe makes women feel beautiful and helps them show up as their best selves, from workdays to wedding days to vacations, and everything in between. According to our July 2025 Customer Survey, 84% of Active Customers say that wearing Ref makes them feel confident, which we believe is one of the top reasons that keeps them coming back for more.

Across product categories, our design point of view is informed by a combination of vintage references and current trends, yielding flattering and timeless products with a modern sensibility. Design and product development are done primarily in house, drawing on our deep expertise in apparel and accessory construction and manufacturing. We leverage selling and retail dressing room data and customer feedback to identify our most-trusted and best-loved silhouettes, which serve as the core of our assortment. Our analytical approach to product development is designed to ensure consistency, reliability, and confidence for our customer, while simultaneously pushing forward — using emerging technologies to ideate, refine, and evolve our product in a way that remains unmistakably Reformation.

Our merchandising model: data-driven design meets fast manufacturing

We operate a smart, responsive merchandising model that combines data-driven product merchandising with agile manufacturing. We produce new styles in small quantities, test them twice-weekly on our website and once a week in our stores to assess demand, and subsequently chase into and iterate on the best sellers. Our fast production, complemented by our factory and distribution center in Los Angeles, offers superior lead times relative to industry norms, enabling us to quickly and sustainably chase into winning designs. Even as receipts have grown, over the past three years, we delivered 50% of our products in 60 days or less from purchase order to distribution center and nearly 65% of our product reorders were manufactured in 60 days or less.

This dynamic creates a scarcity model that encourages consumers to frequently engage with us in order to shop what’s new. In turn, we are able to gather critical insights into customer preferences in close to real time, allowing us to consistently offer on-trend products at a broad range of price points. Nearly 90% of DTC apparel net revenue in 2025 came from styles that were informed by data from our customers’ shopping patterns and feedback.

We have an analytically rigorous merchandising model and have begun to leverage artificial intelligence (“AI”) and machine learning to inform our product assortment and quantify future demand. For example, we leverage third party AI models to support product concept development and trend identification in the marketplace. We also use advanced technology to support some product buying, allocation, and digital merchandising decisions. Thanks to our efficient supply chain, we’re able to quickly and continuously refresh our assortment based on this data and produce strategically sized runs to minimize fashion risk and reduce

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waste. The results of our merchandising model speak for themselves: approximately 80% of DTC net revenue from 2021 to 2025 came from full-price sales, resulting in continued strong gross margins.

Our distribution strategy: DTC with select wholesale selling

In 2025, we generated 90% of net revenue directly through e-commerce and retail, which enabled us to own the customer relationship end to end. We leverage technology and data to enhance the customer experience, integrating key elements of our online shopping experience into our stores through our proprietary Retail X™ concept, which is featured in approximately 75% of our retail stores as of the first quarter of 2026. This model results in higher store conversion and average order value versus our traditional stores. As of June 22, 2026, in addition to our 70 stores, we sell into 15 strategic wholesale accounts across 142 wholesale doors, 116 of which are in the United States and 26 of which are in Canada, Europe and Australia, which we use to reach new audiences and geographies.

We keep the customer at the center of all that we do and strive to show up for them wherever they want to shop. This approach has supported strong customer engagement: in 2025, customers who shopped across both e-commerce and retail generated 3.1 times more net revenue per customer versus those who shopped only one channel. To support this dynamic, we’ve expanded our retail footprint from our original shop on Melrose that opened in 2009 to a full fleet of 70 elevated, contemporary stores across four countries as of June 22, 2026. Our full-price retail store locations generated $2.7 million in net revenue per door in 2025 for the 47 stores open the full fiscal year and typically pay back their initial investment in payback periods under 24 months on average.

Our competitive strengths

Not to brag, but after 17 years, we’ve gotten pretty good at this. The following represent Reformation’s key competitive strengths:

Brand leadership & sustained cultural relevance powered by deep customer love

Brand strength & appeal

We’re famous for our distinctive brand voice and identity which has translated into highly efficient customer acquisition. We believe our bold approach to creative imagery, marketing, and design sets us apart from other lifestyle brands and ensures we remain top of mind among consumers and cultural authorities, including influencers, celebrities, and top global publications. In case you don’t believe us, Fast Company recognized Reformation as one of 2024’s Brands That Matter. We bring our brand persona to life every day through compelling content that generates high engagement, strong word of mouth, and, when we really get it right, virality. We further extend our reach through strategic campaigns and collaborations with culturally relevant brands, such as Canada Goose, HOKA, New York City Ballet, and VEJA, and individuals, such as Kacey Musgraves, Monica Lewinsky, and Pete Davidson, designed to reinforce our position at the forefront of the cultural zeitgeist. Our marketing spend has remained consistent at approximately 9% of net revenue for each of the past four years. In 2025, approximately 75% of DTC new customers were acquired outside of paid digital acquisition channels and we were profitable on a first-order basis, reflecting the strength of our brand resonance with consumers.

Broad customer appeal

As we’ve mentioned, the ladies love us. Reformation appeals to a broad multi-generational customer base because our product and brand intentionally speak to a shared lifestyle and mindset instead of a single customer demographic. We launched with a focus on millennials and have since expanded our reach to a wide customer base including Gen Z, Gen X, and even Baby Boomers. Today, over 70% of our customers fall between the ages of 25 to 50, with strong representation on both ends of the spectrum. According to our July 2025 Customer Survey, nearly 20% of new customers were under the age of 25 and nearly 20% of new customers were over the age of 50.

We have proven resonance across the United States, extending well beyond coastal America. And our customer base reflects that: as of December 27, 2025, approximately 30% of Active Customers came from

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the coastal United States and 50% of Active Customers came from the rest of the country. We’ve also cultivated a loyal customer base outside of the United States. We believe our product sensibility and sustainability-focused mission resonate strongly with international customers, driving accelerated net revenue growth and customer acquisition. Although we only began our international expansion efforts in earnest in 2019, 20% of Active Customers and 18% of net revenue came from outside of the United States in 2025, with Canada, the United Kingdom, and Europe making up the largest portion of our international customer base. As of June 22, 2026, 10 of our 70 stores were located outside of the United States, across London, Paris, Toronto, and Vancouver.

Strong customer retention

As a result of our brand and product excellence, we enjoy long-term customer loyalty—once customers try us, they shop with us again and again. And as they get to know our assortment better, we see increasing order frequency. In 2025, new customers shopped with us on average approximately 1.4 times while returning customers shopped 2.6 times and at higher average order values.

Our brand generates strong repeat purchase behavior, with 54% of customers acquired prior to 2025 purchasing more than once and nearly 20% of our 2015 customer cohort continuing to shop with us almost a decade later. We can’t think of a better compliment than that. As a result of this high level of engagement and loyalty, returning customers contributed nearly 70% of DTC net revenue in 2025, delivering consistent, sustained growth. We believe this consistent repeat purchasing behavior will continue to support a durable and consistent revenue base over time.

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Product excellence driven by scalable approach to merchandising

Product concept and design

We monitor emerging trends, analyze customer buying patterns, and tap into a wide range of creative inspiration to guide our design process. Our product development and design is done primarily in house, supported by a cross-functional team from concept to production management. Leveraging custom technology and production systems, these teams work in close partnership, enabling a bespoke development process in which each product is thoughtfully designed, fitted, refined, and manufactured. We utilize proven base patterns to ensure fit consistency and deliver reliably flattering products. This hands-on approach ensures all our products meet our core design principles: flattering, feminine, and on-trend yet timeless.

Our agile supply chain enables us to introduce new designs in small initial quantities, allowing us to efficiently test demand for new ideas while managing inventory risk. At this point, our merchandising engine continuously monitors product performance to commercialize successful styles.

Smart & scalable approach to merchandising

We built a repeatable and scalable approach to design and merchandising that ensures we can consistently deliver on-trend, beautiful products that we know will resonate with our customers. We launch new products in limited quantities twice per week, creating a scarcity mindset and conditioning consumers to engage early and often with the brand. Within hours, we are able to take action based on sales performance online and in store. We also use pre-order and waitlist functions to gather early demand signals before a product has been received in our distribution center. As a result, our assortment is tailored to real-time customer preferences with approximately 90% of 2025 DTC apparel net revenue coming from styles that are informed by past performance, significantly decreasing fashion risk and waste, and increasing our confidence in each style’s sales potential. Our insights, coupled with AI and machine learning technologies, also allow us to strategically customize product allocation in order to best respond to customer dynamics within each store and manage inventory effectively. Altogether, this strategy helps minimize promotions and inventory liquidation, resulting in impressive full-price selling of approximately 80% of DTC net revenue in 2025, a number which has been consistent for the last five years.

Product mix & pricing

We’ve successfully evolved into a lifestyle destination spanning categories and occasions, with a diverse customer base that reflects and reinforces our wide product assortment. Our pricing strategy is intentionally engineered to be broadly accessible. With price points ranging from approximately $40 to $1,500, our assortment straddles aspirational and approachable, offering many different types of shoppers an entry point into the brand. This strategy is anchored by a consistent customer experience and a commitment to delivering long-term value. By cultivating a loyal customer base that shops with us across occasions, we generated an AOV of $315 in 2025.

Today, some of our fastest growing categories include denim, sweaters, and tops, which have collectively enabled us to attract more new customers across generations. For example, according to our July 2025 Customer Survey, 37% of Gen Z customers acquired in the last two years were acquired through tops or sweaters and 25% of Gen X+ customers acquired in the last two years were acquired through denim or bottoms. These high-growth categories also enable us to earn a greater share of wallet and closet from our customers. Approximately 74% of DTC net revenue in 2025 came from customers who purchased more than one product category. Moreover, in 2025, 78% of our repeat orders contained more than one product category and 68% of repeat orders contained a product category that was different from the customer’s first purchase.

Agile and sustainable supply chain

We operate a strategic and nimble global supply chain, underpinned by our rigorous Sustainability Framework, which we believe represents a competitive advantage in the apparel industry. While many apparel companies face average production lead times of up to 12 months or longer, our supply chain enables us to capitalize on evolving trends and customer preferences in real time. Even as receipts have grown, over

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the past three years, we delivered 50% of our products in 60 days or less from purchase order to distribution center, and our reorder lead times can be as short as 30 days or less. Our broad manufacturing footprint is complemented by our Los Angeles-based, company-operated factory and distribution center, which we leverage to test new ideas and deliver rapid turnarounds on our best-selling products.

We take a geographically diversified approach to manufacturing, partnering with a strategic group of vendors who share our values and have the capacity to grow alongside us. In 2025, 51% of our units were made in Asia, 34% in North America, 10% in Europe, and 5% in South America. This strategy enhances resilience and flexibility and helps mitigate geopolitical and regional disruption. We’ve demonstrated our ability to reallocate production across our global supplier base during periods of volatility. This includes the COVID-19 pandemic during which we maintained continuity of operations despite widespread industry disruption and, in 2025, when we reallocated our manufacturing to mitigate tariff impacts. This reallocation has reduced our exposure to China, which was previously our single largest country of production. We anticipate that in 2026 no one country will represent more than 25% of our total units produced.

When selecting factory partners, we focus on identifying the best on the basis of production quality, speed, value, environmental impact, and working conditions. We help these vendors take their sustainability efforts to the next level through our Factory Forward program, which enables us to reduce impacts deep into our supply chain by co-investing in renewable energy, water management, and clean chemistry initiatives. Sustainability includes doing right by both people and planet, so we also audit for social responsibility, administer anonymous Worker Sentiment Surveys, and offer grievance mechanisms to ensure people are heard throughout our supply chain.

Delivering exceptional customer experiences

We believe our innovative approach to selling, which leverages technology to enhance the shopping experience and bring our brand to life, has reshaped the way customers interact with fashion brands. The result is a customer-first approach that is also optimized for financial performance. In 2025, our DTC channel contributed 90% of net revenue, with e-commerce accounting for 67% of DTC net revenue. Our Wholesale and Other channel made up the remaining 10%.

One of the defining features of our in-store shopping experience is Retail X™, a proprietary tech-enabled retail concept that we introduced in 2017. Upon entering a Retail X™ store, customers can interact with digital screens or use their mobile devices to build their dressing room the same way they would build a cart shopping online. It’s basically the Clueless closet in real life.

This format, which is featured in 49 of our retail stores as of the first quarter of 2026, enables us to deliver a high-end, high-volume experience that benefits our business, our customers, and our team alike. In 2025, stores with Retail X™ generated approximately 8.5% higher average order value and approximately 270 basis points higher conversion compared to non-Retail X™ stores, while also producing a unique and rich set of data, including fitting room and product-level conversion.

This enhanced retail experience results in strong store economics. In 2025, our full-price retail store locations generated $2.7 million net revenue per door for the 47 stores open the full fiscal year. We underwrite new store openings with target paybacks of under two years and, on average, have historically achieved average payback periods of under 24 months.

To ensure a seamless DTC experience, our e-commerce site and physical stores operate on a shared platform, allowing customer and product data to remain tightly integrated. The combination of our integrated customer and product data across our e-commerce and retail channels provides a flexible foundation that enables us to more seamlessly adopt emerging technologies, including AI-driven merchandising, personalization, inventory allocation, and operational decision-making. We have invested significantly in our in-house technology teams and systems, positioning us to adopt new e-commerce technologies, including emerging AI-driven solutions for product buying, merchandising, and allocation decisions. We use these capabilities to personalize how our assortment is presented to our customers and to enhance convenience across the shopping journey. We believe the combination of our deep technical know-how, creative excellence, and robust omnichannel approach differentiate and elevate our shopping experience. The proof is in the numbers: in 2025, customers who shopped Reformation both online and in

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store made approximately 4.8 purchases annually and generated 3.1 times the net revenue of those who only shopped via one method, and we’ve expanded omnichannel customer share of net revenue from 19% in 2021 to 34% in 2025.

Leaders in sustainable fashion

At Ref we like to say that if being naked is the #1 most sustainable option, we’re #2. Our business is built around our conviction that we can be leaders in both best-in-class sustainability and financial outcomes.

Reformation was founded with sustainability as a core value from day one. And people love us for it. 73% of our customers appreciate Ref for our commitment to sustainability, and customers who cite sustainability as an important brand value spend approximately 39% more with us, as validated by our July 2025 Customer Survey. Looking ahead, we believe our sustainability advantage will only become more important as we scale, particularly as we grow throughout Europe and focus on acquiring younger customers, both populations where sustainability increasingly influences purchasing decisions. For example, according to our July 2025 Customer Survey, approximately 82% of customers in the EU say they are willing to pay more for apparel made using sustainable practices, up nearly 20 points year-over-year, underscoring the growing importance of sustainability among our target audience.

Sustainability is built into the DNA of our business model and supply chain operations. Our Sustainability Framework, and the resulting programs deployed across our business, meaningfully impacts how we source materials, manufacture products, and operate holistically. We deliver these results without asking our customers to compromise on the style, fit, or quality of their clothing. We want to consistently offer unprecedented value through products that look good and do good.

Our ambition is to move well beyond these foundational efforts and help set a new standard for sustainable fashion altogether. We started with ambitious climate action. Now we aspire to become a circular business, which means using as little virgin material as possible in our stuff, reducing waste throughout our supply chain, and making every product recyclable. We’re making good progress, thanks to all the work we’ve already put into making low impact material transitions, standing up our own textile-to-textile recycling program, developing bespoke resale partnerships, and more. With the expansion of our circular business models, we have extended the life of nearly two million products between 2021 and 2025.

But you don’t have to take our word for it. We have our climate targets verified by SBTi, report to CDP, and complete third-party verification of our climate accounting each year. Our products have been carbon neutral since 2015 and certified by the Change Climate Project since 2021. We also have been recognized as leaders in sustainable fashion by many reputable third parties such as the Global Fashion Agenda, Textile Exchange, and Remake’s Fashion Accountability Report.

A proven, performance-driven leadership team

We are led by a passionate leadership team committed to driving excellent performance, fostering creativity, and challenging conventional thinking. Our senior leadership team combines deep institutional knowledge with diverse perspectives, reflecting an intentional balance of long-tenured leaders and executives recruited from leading technology and retail organizations. Half of our executive team has been with the Company for more than seven years, providing continuity, operational expertise, and a deep understanding of our brand, customer, and operating model. Our Chief Executive Officer, Hali Borenstein, has been with the business for 12 years, and previously served as President as well as in various merchandising roles. Multiple other senior leaders have tenures ranging from five to more than ten years across key functions including sustainability, merchandising, digital, technology, and creative.

We are proud to be a female-led organization with women comprising 54% of our company and 68% of our leadership team as of the first quarter of 2026. We believe that diversity of experience and perspective strengthens decision-making, fuels creativity, and helps our teams support the broad and diverse customer base we serve. As our organization has continued to grow to approximately 1,261 employees as of the first quarter of 2026, we remain focused on building inclusive, high-performing teams that support long-term value creation.

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Our values

Our mission—to bring sustainable fashion to everyone—connects our teams across continents through a shared purpose. We operate with our five core values in mind.

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Be Brave. We are leaders and tackle the big challenges worth solving.

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People Focused. We empower each other to break down barriers so we can win together.

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Make it Better. We are dedicated to learning, evolving, and changing for the better.

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Own It. We are accountable to our team, customers, and stakeholders.

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Make an Impact. We are fighting for sustainable solutions that preserve and protect our natural environment and the people and communities that make up our world.

Together, these values shape our culture, guide how we work with one another, and support disciplined execution as we build and scale the business.

Growth strategies

The Reformation is just beginning. With approximately 854,000 Active Customers in the United States and an estimated 94 million women aged 18-60 in the United States as of 2025, our implied penetration is less than 1%, highlighting the significant opportunity ahead. We believe we will continue to benefit from operating within the highly fragmented fashion industry, and that we are well positioned to capitalize on growing global demand for sustainable fashion. Our growth strategies, which have delivered strong results to date, are designed to further increase brand awareness, sales, and profitability. These include:

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Scale channel distribution

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Expand our product offering across occasions and categories

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Grow in international markets

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Drive operational excellence

Scale channel distribution

We’ve proven the combination of our digital and physical distribution to be valuable levers for scaling brand awareness and driving customer loyalty. Based on a report commissioned by us from a major consulting firm, our brand awareness among premium apparel shoppers increases approximately 21% within five miles of a store. Additionally, our customers who shop both online and in store spend approximately three times more with us than those who only shop via one method. Over the coming years, we intend to meet more customers and expand loyalty through the following:

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Growing our store footprint. We will continue strategically expanding our retail footprint to accelerate brand awareness and customer acquisition, providing more opportunities for new and returning customers to experience our products. New stores accelerate our growth, with customer acquisition increasing by as much as six times in markets the year after a new store opening. Thus far, our retail growth has largely been concentrated in the coastal United States, leaving ample opportunity to grow domestically. We continue to see a strong opportunity to further increase our footprint within these geographies, while also expanding in the midwestern and southern regions, as well as internationally. In 2025, we successfully opened 15 new stores in 10 new markets, and met over 30% of our new customers in our stores. As of the first quarter of 2026, we operated 66 retail stores and believe we have a clear path to more than doubling our fleet over the next five years while maintaining our rigorous criteria for four-wall profitability and payback periods. For perspective, as of the first quarter of 2026, we only have stores in half of the top 50 metropolitan statistical areas in the United States by population.

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According to our July 2025 Customer Survey, approximately 11% of our 2025 cohort was first introduced to Ref via wholesale, proving the value of wholesale as a customer acquisition tool.

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High-impact marketing campaigns and collaborations. Building on the success of our prior marketing campaigns, we will continue to activate highly visible and brand-elevating marketing moments to drive brand momentum and relevance across new audiences and geographies. Some of our most successful marketing milestones to date include collaborations with Canada Goose, HOKA, Nara Smith, New York City Ballet, and Kacey Musgraves, as well as brand campaigns featuring Laura Wasser, Monica Lewinsky, and Pete Davidson.

•

Digital and social media. We will continue to scale our digital marketing investments. We acquire customers efficiently and are profitable on a first-order basis. We use these digital marketing initiatives to amplify our voice and organic brand momentum and also test emerging media platforms, all while maintaining our same standards of financial discipline.

Expand our product offering across occasions & categories

We have successfully demonstrated our ability to expand our product range across occasions and categories. While dresses remain our largest category, non-dress categories have fueled an outsized portion of our growth in recent years, driven by continued product innovation and increasing customer demand for a broader assortment. Since 2021, we have added more than $200 million in annual non-dress net revenue, quadrupling that portion of our business, with dresses moving from approximately 60% of DTC net revenue to slightly more than one-third in 2025. More than 70% of our 2025 DTC net revenue came from customers who purchased more than one product category, and 78% of our repeat orders contained more than one product category, highlighting our ability to grow share of wallet with our customers.

We have a proven track record of successfully launching and scaling adjacent categories, as we did with denim in 2017, shoes in 2021, handbags in 2023, and swim in 2024. For example, we grew our denim business at approximately a 30% CAGR from 2022 to 2025. We intend to build on our strong momentum in existing categories such as tops, sweaters, and shoes where we see significant room to grow and strategically introduce new categories as we continue to play a more prominent role in our customers’ wardrobes.

While we intend to focus on growing core categories in the near term, according to our July 2025 Customer Survey, 81% of our customers have indicated interest in purchasing additional categories from us, especially in areas like intimates and lingerie. We take a methodical approach to category expansion, using a combination of customer feedback and select third-party collaborations to inform both the timing and scope of new category launches. We believe our deep understanding of customer preferences and disciplined test-and-learn approach to product strategy will continue to support strong product-market fit as we pursue additional category expansion and innovation.

Grow in international markets

With 18% of net revenue coming from outside the United States in the first quarter of 2026, we have demonstrated our ability to execute in new markets and scale internationally. With approximately 245,000 active non-U.S. customers, we are significantly underpenetrated in international markets with meaningful runway ahead of us. We plan to accelerate our international growth by continuing our proven city-by-city expansion strategy bespoke to each market’s specific needs, culture, and customer dynamics. Our approach is focused on:

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Locally resonant brand marketing activations to drive brand awareness and relevance

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E-commerce localization to optimize shopping experiences

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Retail expansion to promote brand visibility and product discovery

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Strategic wholesale partnerships to increase brand awareness and attract new customers to the brand

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to open five stores within five years and helped drive more than five times net revenue growth from 2019 to 2025. In the near term, we plan to maintain a deliberate approach to expansion, focusing on Canada, the United Kingdom, and Western Europe, where we opened our first store in Paris in 2025.

Drive operational excellence

We have made significant investments in our people, logistics capabilities, and technology in advance of our anticipated growth. In October 2025, we opened a larger, more automated Los Angeles-based distribution center to support continued scale. Over the course of 2024 through the first quarter of 2026, we invested $28.5 million of capital in this new 185,000 square-foot facility. As we continue to scale, we believe we will benefit from operational and financial leverage on these investments.

We have identified specific opportunities to improve operational efficiency and are executing against a defined roadmap, led by our in-house Technology and Operations teams, focused on the following areas:

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Supply chain automation and management

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Inventory allocation and movement

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Outbound and inbound shipping

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International operations

Indebtedness

As of June 27, 2026, we had $ million of term loans and $ million of letters of credit outstanding under the credit agreement, dated as of May 2, 2024, as amended on June 17, 2026, by and among LYMI Inc. (the “Borrower”), one of our wholly owned subsidiaries, certain other wholly owned subsidiaries of the Borrower party thereto, JP Morgan Chase Bank, as administrative agent, and the lenders party thereto (the “Credit Agreement”), against which we held $ million in cash and had $ million in available borrowing capacity. Our debt obligations, which are subject to restrictive covenants and variable interest rates, may limit our operational and financial flexibility, potentially constraining our ability to fund future growth or respond to our business’s working capital needs.

Challenges

We face a number of challenges inherent to our industry, including, among other things, our ability to attract new customers and maintain our returning customers, maintain a strong community of engaged customers and increase our brand awareness, respond to customer preferences and trends, successfully expand into international markets, manage our supply chain effectively, and manage our sustainability standards amidst rising costs and complex global regulation. In addition, certain disruptions in the global economy, including market disruptions, monetary and fiscal policy uncertainty, supply chain challenges, volatility in the cost of raw materials, trade wars and tariffs have, and may continue to, adversely affect the pricing and availability of our products and our customers’ willingness to purchase our products. Any number of these challenges, among others, could have a negative impact on our business, financial condition and results of operations. For a discussion of challenges, risks and limitations that could harm our business, see “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Recent Developments

Dividend Recapitalization Transactions

On June 17, 2026, the Borrower entered into an amendment to the Credit Agreement which, among other things, (i) provides for additional term loan commitments in the aggregate principal amount of $92.0 million, (ii) extends the maturity applicable to the revolving credit facility and term loans to June 17, 2031 and (iii) includes a revised amortization schedule applicable to all outstanding term loans after giving effect to the amendment. On June 17, 2026, the Borrower borrowed $92.0 million of additional term loans

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pursuant to the new term loan commitments, which are subject to substantially the same terms as the existing term loans previously incurred under the Credit Agreement.

On June 17, 2026, the Borrower paid a dividend to Ref Holdings, Inc., one of our direct wholly owned subsidiaries, in the amount of $90,000.00 per share of its common stock, and Ref Holdings, Inc. subsequently paid a dividend to us in the amount of $90,000.00 per share of its common stock, each dividend in aggregate was approximately $90 million. We paid, on or about June 17, 2026, a dividend in the amount of $233.30 per share to holders of our common stock using borrowings under the Credit Agreement. In connection with the dividend payment, our board of directors determined the dividend to be an extraordinary dividend under our 2019 Stock Option Plan (the “2019 Plan”) and certain Restricted Stock Unit Agreements (the “RSU Agreements”) and approved an adjustment to options outstanding under the 2019 Plan and restricted stock units (“RSUs”) outstanding under the RSU Agreements, pursuant to which (i) certain options and RSUs received an amount in cash equal to $233.30 for each such option and RSU, as applicable, (ii) the strike price of certain options was reduced by $233.30 for each such option and (iii) certain RSUs received an accrued dividend right equal to $233.30 for each such RSU, which will be payable at the same time, and subject to the same terms, as the underlying RSU. The aggregate amount of the dividend and cash payments in respect of certain options and RSUs was approximately $90 million. The remainder of the additional borrowings under the Credit Agreement was used to pay certain fees and expenses. We refer to these transactions collectively as the “Recapitalization.”

Preliminary Estimated Financial Results for the Thirteen Weeks Ended June 27, 2026

Set forth below are the preliminary estimates of certain of our unaudited interim consolidated financial data and other data for the thirteen weeks ended June 27, 2026. Our financial statements as of and for the thirteen weeks ended June 27, 2026 are not yet available and are subject to the completion of our financial closing procedures. The following information reflects our preliminary estimates based on currently available information as of the date of this prospectus and is subject to change. We have provided ranges, rather than specific amounts, for the preliminary estimated financial results described below primarily because we are still in the process of finalizing our financial results for the thirteen weeks ended June 27, 2026 and, as a result, our final reported results may vary from the preliminary estimates presented below.

The preliminary estimates of financial and other data for the thirteen weeks ended June 27, 2026 presented below have been prepared by, and are the responsibility of, our management. PricewaterhouseCoopers LLP, our independent registered public accounting firm, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to such preliminary data for the thirteen weeks ended June 27, 2026. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

The preliminary estimates provided below do not represent a comprehensive statement of our financial results and should not be viewed as a substitute for our consolidated financial statements prepared in accordance with GAAP. In addition, the preliminary estimates for the thirteen weeks ended June 27, 2026 are not necessarily indicative of the results to be achieved in any future period. The unaudited actual results for the thirteen weeks ended June 27, 2026 have been derived from our books and records.

We expect our financial closing procedures with respect to the thirteen weeks ended June 27, 2026 to be completed in early September and, accordingly, will not be available until after this offering is completed. We undertake no obligation to update or supplement the information provided below until we publicly release our consolidated financial statements as of and for the thirteen weeks ended June 27, 2026.

Additionally, the estimates and actual results reported below include certain financial measures that are not required by, or presented in accordance with, GAAP. We use these non-GAAP financial measures to supplement financial information presented in accordance with GAAP. We believe that excluding certain items from our GAAP results allows management to better understand our financial performance from period to period. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons. Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income or loss or any other performance measure in accordance with GAAP, or as an alternative to cash provided by

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operating activities as a measure of our liquidity. There are limitations to the use of these non-GAAP financial measures. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies, including companies in our industry. For more information about how we use these non-GAAP financial measures in our business and the limitations of these measures, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

These preliminary estimates should be read together with the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Thirteen Weeks Ended
June 27, 2026

Thirteen Weeks Ended
June 28, 2025

($ in thousands)

Low (estimate)

High (estimate)

Actual

Key Financial Metrics:

Net revenue

125,073

Net income (loss)

6,915

Net income (loss) margin

5.5%

Non-GAAP Financial Measures:

Adjusted EBITDA(1)

16,516

Adjusted EBITDA margin(2)

13.2%

(1)

(2)

We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net revenue.

As of June 27, 2026

As of June 28 2025

($ in thousands)

Low (estimate)

High (estimate)

Actual

Consolidated Balance Sheet Data:

Cash and cash equivalents

51,162

Total debt

158,631

The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP measures, net income (loss) and net income (loss) margin, for the periods presented:

($ in thousands)	Thirteen Weeks Ended
($ in thousands)	June 27, 2026	June 28, 2025
Net income (loss)			$	6,915
Interest and other expense (income)				3,313
Income tax provision (benefit)				2,360
Depreciation and amortization				3,015
Stock-based compensation expense(1)				259
Transaction costs(2)				393
Legal costs(3)				149
Other one-time costs(4)				112
Adjusted EBITDA				16,516
Net revenue			$	125,073
Net income (loss) margin				5.5%
Adjusted EBITDA margin				13.2%

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(1)

Represents non-cash expenses related to equity-based compensation programs, which may vary significantly from period to period depending on various factors including the timing, number, and the valuation of awards granted, vesting of awards including the satisfaction of performance conditions, and the impact of repurchases of awards from employees.

(2)

Represents costs incurred in connection with pursuing various strategic alternatives, including legal and accounting costs directly attributable to preparing for an IPO, and other strategic sell side and investment alternatives.

(3)

Represents one-time legal costs and settlements.

(4)

Represents one-time costs directly attributable to activities that are not indicative of our ongoing core operations, including, but not limited to, system implementation and duplicative expenses associated with store relocation.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for further descriptions of Adjusted EBITDA and, Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP measures.

Summary of Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider all of the risks described in “Risk Factors” following this Prospectus Summary before deciding to invest in our common stock. If any of the risks actually occur, our business, financial condition and results of operations may be materially adversely affected. In such case, the trading price of our common stock may decline and you may lose part or all of your investment. These risks include, among others, the following:

•

We rely on consumer discretionary spending, which may be adversely affected by economic uncertainty or downturns and other macroeconomic conditions, trends, or factors.

•

If we fail to attract new customers, maintain or grow our returning customers, or maintain or increase sales to customers, our business, financial condition, results of operations, and growth prospects could be harmed.

•

Our success depends on the strength of our brand and on our ability to maintain a strong community of engaged customers; if we are unable to maintain and enhance the value and reputation of our brand, or if we experience negative publicity, our business or reputation will be harmed, which could have a materially adverse effect on our financial condition and results of operations.

•

If we are unable to anticipate and respond to changing consumer preferences and shifts in industry trends in a timely and cost-effective manner, our business, financial condition, and results of operations could be harmed.

•

We utilize a range of marketing, advertising, and other initiatives to increase returning customers’ spend and to acquire new customers; if the costs of advertising or marketing increase, or if our initiatives fail to achieve their desired impact, we may be unable to grow the business profitably.

•

Failure to accurately forecast customer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows, and harm to our business.

•

Existing and potential tariffs imposed by the United States or other governments, new trade restrictions, or a global trade war could increase the cost of our products, which could have an adverse effect on our business, financial condition, and results of operations.

•

If we fail to effectively manage our growth, our business, financial condition, and results of operations could be harmed.

•

If we are unsuccessful in growing our e-commerce and retail channels and executing our expansion into new markets, our business, financial condition, results of operations, and growth prospects may suffer.

•

We are subject to various federal and state employment and labor laws and regulations and increases in labor costs, including wages, could adversely affect our business, financial condition, and results of operations.

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•

As a company that operates retail stores, we are subject to commercial real estate risks.

•

We are subject to risks related to our sustainability activities and disclosures, including our commitment to certain sustainability criteria, which we call the Sustainability Framework, and our reputation and brand could be harmed by evolving disclosure requirements and expectations.

•

Climate change and the evolving and varied expectations by governments, organizations, customers, and investors on sustainability issues, including those related to climate change and socially responsible activities, may adversely affect our reputation, business, financial condition, and results of operations.

•

Our focus on using sustainable high-quality materials and reducing environmental impacts in our manufacturing processes and supply chain practices may increase our cost of revenue and hinder our net revenue growth.

•

If we are unable to attract and retain qualified personnel, we may not be able to grow effectively or successfully operate our business.

•

Our reliance on suppliers to provide materials for and to produce our products could cause problems in our supply chain, and failure of our suppliers to consistently provide high-quality materials and products could adversely affect our brand and reputation and cause our business, financial condition, and results of operations to suffer.

•

We have operations and do business in China, which exposes us to risks inherent in doing business there.

•

Shipping and delivery are critical parts of our business and any changes in, or disruptions to, our shipping and delivery arrangements could adversely affect our business, financial condition, and results of operations.

•

The operations of our suppliers, most of which are located outside of the United States, are subject to additional risks that are beyond our control and that could harm our business, financial condition, and results of operations.

•

Any material disruption of our information technology (“IT”) systems or unexpected network interruption could disrupt our business and reduce our sales.

•

Our failure or inability to obtain, maintain, protect and enforce our intellectual property rights could diminish the value of our brand and weaken our competitive position.

•

If sensitive information about our customers is actually or alleged to have been disclosed, or if we or our third-party providers are subject to real or perceived cyberattacks or similar incidents, our customers may curtail use of our website, we may be exposed to liability and our reputation could suffer.

•

We are subject to federal, state, or foreign laws and regulations as well as our contractual obligations and industry requirements relating to privacy, data protection, and customer protection; the expansion of current or the enactment of new laws and regulations relating to privacy, data protection, and customer protection, or failure to comply with those laws or obligations, whether or not inadvertent, could materially adversely affect our business, financial condition, and results of operations.

•

Government regulation of the internet and e-commerce continues to evolve and unfavorable changes or failure by us to comply with these regulations, whether or not inadvertent, could substantially harm our business, financial condition, and results of operations.

•

We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate these material weaknesses or otherwise maintain effective internal controls, we may not be able to accurately report our financial results of operations which may adversely affect investor confidence.

•

Permira is a significant stockholder of the Company and will continue to have significant influence over us after this offering, including significant influence over decisions that require the approval of stockholders, which may be inconsistent with the interests of our other stockholders.

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Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933 (the “Securities Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, in this prospectus, we have not included a compensation discussion and analysis of our executive compensation programs. In addition, for so long as we are an emerging growth company, among other exemptions, we will:

•

not be required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act;

•

not be required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation; and

•

not be required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes.”

In addition, under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

We will remain an “emerging growth company” until the earliest to occur of:

•

the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more;

•

the date on which we are deemed to be a large accelerated filer under the rules of the SEC, with at least $700.0 million of equity securities held by non-affiliates;

•

the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; and

•

the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering.

Relationship with Permira

Permira Advisers LLC (“Permira”) is a global investment firm that backs successful businesses with growth ambitions. Founded in 1985, the firm advises funds across two core asset classes, private equity and credit, with total committed capital of approximately €86 billion as of the fourth quarter of 2025. The Permira private equity funds target long-term majority/control investments within the Buyout strategy and high-governance minority, control or co-control situations within the Permira Growth Opportunities (“PGO”) strategy in four key sectors: Technology, Consumer, Healthcare, and Services. The Permira funds have a long track record of successfully investing in consumer companies around the world and have deployed over $18 billion in the sector across the Buyout and PGO strategies since inception. Permira is a significant stockholder of the Company beneficially owning approximately % of the outstanding shares of common stock following the completion of this offering (or % if the underwriters exercise their option to purchase additional shares in full). As a result, Permira and its affiliates continue to have the ability to exercise significant voting influence over us and our corporate decisions.

Channels for Disclosure of Information

We intend to announce material information to the public through filings with the SEC, the investor relations page on our website (www.thereformation.com), press releases, public conference calls, and public webcasts. The information contained on, or that can be accessed through, these channels is not a part of this prospectus.

The information disclosed in the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the

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information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Corporate Information

Reformation was founded in 2009, and REF Topco, Inc. was incorporated as a Delaware corporation in 2019 in connection with the acquisition by Permira of a majority interest in us. We changed our name to Reformation Inc. on April 11, 2025. Our principal offices are located at 5801 S. 2nd St., Vernon, California 90058. Our telephone number is (213) 282-2025. We maintain a website at www.thereformation.com. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus.

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The Offering

Common stock offered by us

shares.

Common stock offered by the selling stockholders

shares.

Option to purchase additional shares of our common stock

The selling stockholders have granted the underwriters an option, for a period of 30 days from the date of this prospectus, to purchase up to additional shares of common stock at the initial public offering price less underwriting discounts and commissions.

Common stock to be outstanding immediately after this offering

shares.

Use of proceeds

We estimate the net proceeds from the sale of shares by us in this offering will be approximately $ , based on an assumed initial public offering price of $ per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Conflicts of interest

Because affiliates of J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC (the “Conflicted Underwriters”) are lenders under the Credit Agreement and will receive 5% or more of the net proceeds of this offering due to the repayment of the term loans under the Credit Agreement, the Conflicted Underwriters, each of which are underwriters in this offering, are deemed to have “conflicts of interest” under Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. Accordingly, this offering will be conducted in compliance with the requirements of Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify against liabilities incurred in connection with acting as a qualified independent underwriter,

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including liabilities under the Securities Act. See “Use of Proceeds” and “Underwriters (Conflicts of Interest)” for additional information.

Dividend policy

We currently do not intend to declare or pay any cash dividends in the foreseeable future. In addition, the terms of the Credit Agreement currently limit our ability to pay certain dividends and future agreements governing our indebtedness may also limit our ability to pay certain dividends. See “Dividend Policy.”

Stockholders’ Agreement

Following the completion of this offering, we will have a stockholders’ agreement (the “Stockholders’ Agreement”) with Permira and certain other stockholders that will provide a framework for our ongoing relationship with Permira and those other stockholders. See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.”

Registration Rights Agreement

In connection with the consummation of this offering, we intend to enter into a registration rights agreement (the “Registration Rights Agreement”) with Permira and certain other stockholders, which will require us to register under the Securities Act shares of common stock held, or issuable upon exchange, by those stockholders. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement” and “Description of Capital Stock.”

Risk factors

See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.

Listing

We intend to apply to list our common stock on the NYSE under the symbol “REF.”

Unless otherwise indicated or the context otherwise requires, the number of shares of common stock to be issued and outstanding immediately after this offering is based on shares of common stock outstanding as of March 28, 2026 (after giving effect to the Synthetic Secondary (as defined below)) and excludes:

•

an aggregate of shares of our common stock issuable upon exercise of outstanding stock options outstanding under our 2019 Plan as of March 28, 2026, at a weighted average exercise price of $ per share;

•

an aggregate of shares of our common stock issuable upon the vesting and settlement of RSUs outstanding under the RSU Agreements as of March 28, 2026, of which will be vested upon the effectiveness of the registration statement for which this prospectus forms a part, and which will be settled on the later of (i) the expiration of any applicable lock-up agreements with the underwriters (or March 15, 2027, if earlier) and (ii) the vesting date of such RSUs;

•

an aggregate of shares of common stock reserved as of the date of this prospectus for future issuance under our 2026 Omnibus Incentive Plan (the “2026 Incentive Plan”), which will become effective in connection with this offering; and

•

an aggregate of shares of common stock reserved as of the date of this prospectus for future issuance under our Employee Stock Purchase Plan (the “ESPP”), which will become effective in connection with this offering.

Unless otherwise indicated, the information presented in this prospectus assumes:

•

no exercise of options or settlement of RSUs subsequent to March 28, 2026;

•

a -for-1 stock split of our common stock, which will occur prior to the consummation of this offering;

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•

the completion of our purchase of an aggregate of outstanding shares of common stock from in a “synthetic secondary” transaction (the “Synthetic Secondary”), at a per share purchase price equal to the initial public offering price per share less underwriting discounts and commissions;

•

an initial public offering price of the common stock of $ per share (the midpoint of the initial public offering price range set forth on the cover of this prospectus);

•

the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, in each case, in connection with the consummation of this offering; and

•

no exercise of the option granted to the underwriters to purchase additional shares of common stock from the selling stockholders in the offering.

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Summary Consolidated Financial and Other Data

Set forth below is our summary consolidated financial and other data as of the dates and for the periods indicated. The summary consolidated statements of operations data for the years ended December 27, 2025, December 28, 2024 and December 30, 2023, and the consolidated balance sheet data as of December 27, 2025, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the thirteen weeks ended March 28, 2026 and March 29, 2025 and summary consolidated balance sheet data as of March 28, 2026 have been derived from our unaudited condensed financial statements, each included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments that are necessary for the fair statement of such data. The results of operations for any period are not necessarily indicative of the results to be expected for any future period. You should read the following summary consolidated financial and other data below together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

Consolidated Statement of Operations Information

	Thirteen Weeks Ended						Fiscal Years Ended
($ in thousands, except per share data)	March 28, 2026			March 29, 2025			December 27, 2025			December 28, 2024			December 30, 2023
Net revenue		$	112,300		$	86,091		$	507,104		$	438,157		$	359,523
Cost of goods sold			33,303			34,213			201,617			155,550			129,185
Gross profit			78,997			51,878			305,487			282,607			230,338
Operating expenses
Marketing expenses			9,453			8,542			44,532			38,371			33,685
Selling, general and administrative expenses			82,384			47,243			232,137			191,579			159,076
Total operating expenses			91,837			55,785			276,669			229,950			192,761
Income (loss) from operations			(12,840)			(3,907)			28,818			52,657			37,577
Other (expense) income
Interest expense			(3,271)			(4,152)			(14,574)			(10,713)			—
Interest income			313			655			1,840			3,003			1,052
Other (expense) income, net			(255)			(73)			773			730			123
Total other (expense) income			(3,213)			(3,570)			(11,961)			(6,980)			1,175
Income (loss) before income taxes		$	(16,053)		$	(7,477)		$	16,857		$	45,677		$	38,752
Income tax provision (benefit)			(3,905)			(1,926)			4,219			12,747			14,866
Net income (loss)			(12,148)			(5,551)			12,638			32,930			23,886
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax			(182)			141			459			(374)			111
Comprehensive income, net of tax		$	(12,330)		$	(5,410)		$	13,097		$	32,556		$	23,997
Earnings (loss) per share
Basic		$	(34.82)		$	(15.91)		$	36.23		$	87.27		$	55.15
Diluted			(34.82)			(15.91)			35.17			85.95			54.94
Weighted-average shares used in per share calculation
Basic			348,901			348,875			348,875			377,329			433,146
Diluted			348,901			348,875			359,378			383,141			434,771

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Thirteen Weeks Ended

Fiscal Years Ended

($ in thousands, except per share data)

March 28,
2026

March 29,
2025

December 27,
2025

December 28,
2024

December 30,
2023

Unaudited pro forma net income (loss) per share attributable to common stockholders, basic and diluted(1)

Unaudited pro forma weighted-average shares used to compute net income (loss) per share attributable to common shareholders, basic(2)

Unaudited pro forma weighted-average shares used to compute net income (loss) per share attributable to common shareholders, diluted(3)

(1)

Net income (loss) in computing unaudited pro forma basic and diluted net income (loss) per share for the thirteen weeks ended March 28, 2026 and the year ended December 27, 2025 has been adjusted for (i) incremental stock-based compensation expense (net of tax benefit) of approximately $ for the thirteen weeks ended March 28, 2026 and $ for the year ended December 27, 2025 related to RSUs and options that will vest in connection with this offering and (ii) the reduction in historical interest expense of $ and corresponding tax impact of $ as a result of the application of $ of the net proceeds for the partial repayment of the term loans under the Credit Agreement as set forth under “Use of Proceeds.”

(2)

Weighted-average shares used to compute unaudited pro forma net income (loss) per share attributable to common stockholders, basic gives effect to (i) an aggregate of shares of our common stock related to the RSUs that will vest in connection with this offering and (ii) shares to be issued in this offering, representing the minimum number of shares offered hereby such that the net proceeds from this offering will be sufficient to repay outstanding borrowings as described in “Use of Proceeds.”

(3)

Weighted-average shares used to compute unaudited pro forma net income (loss) per share attributable to common stockholders, diluted, gives effect to those adjustments set forth in footnote (2) above, as well as an aggregate of shares of our common stock related to the options that will vest in connection with this offering.

Consolidated Balance Sheet Information

	As of March 28, 2026							As of December 27, 2025
($ in thousands)	Actual			Pro Forma(2)		Pro Forma As Adjusted(3)(4)		Actual
Cash and cash equivalents		$	41,217		$		$		$	65,473
Working capital(1)			58,861							54,769
Total assets			944,690							937,867
Total liabilities			492,110							497,070
Total stockholders’ equity			452,580							440,797

(1)

Working capital for all periods presented is defined as current assets less current liabilities.

(2)

The pro forma column in the balance sheet data table above gives effect to (i) the Recapitalization and (ii) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will be in effect upon the completion of this offering.

(3)

The pro forma as adjusted column in the balance sheet data table above gives effect to (i) the pro forma adjustments set forth above, (ii) the issuance of shares of common stock by us in this offering, assuming an initial public offering price of $ per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) the application of the net proceeds from this offering for the partial repayment of the term loans under the Credit Agreement and the Synthetic Secondary as set forth under “Use of Proceeds.”

(4)

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share of common stock would increase (decrease) each of our pro forma as adjusted cash and cash equivalents, total assets, and total stockholders’ equity by approximately $ , assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of common stock offered by us would increase (decrease) each of our pro forma as adjusted cash and cash equivalents, total assets, and total stockholders’ equity by approximately $ , assuming that the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The as further adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering.

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Key Financial Metrics, Key Operating Metrics and Non-GAAP Financial Measures

We use the following key financial metrics, key operating metrics and non-GAAP financial measures to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. The following non-GAAP measures are presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented in accordance with GAAP. Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other non-GAAP measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

	Thirteen Weeks Ended						Fiscal Years Ended
($ in thousands except DTC Net Revenue per Customer)	March 28, 2026			March 29, 2025			December 27, 2025			December 28, 2024			December 30, 2023
Key Financial Metrics:
Net revenue		$	112,300		$	86,091		$	507,104		$	438,157		$	359,523
Net income (loss)		$	(12,148)		$	(5,551)		$	12,638		$	32,930		$	23,886
Net income margin			(10.8)%			(6.4)%			2.5%			7.5%			6.6%
Key Operating Metrics:
Active Customers(1) (as of the end of period)			1,140,000			965,000			1,083,000			946,000			834,000
DTC Net Revenue per Customer(2)		$	421		$	420		$	422		$	418		$	390
Store Count(3) (as of the end of period)			66			51			64			50			40
Gross margin(4)			70.3%			60.3%			60.2%			64.5%			64.1%
Non-GAAP Financial Measures:
Adjusted EBITDA(5)		$	15,855		$	(322)		$	44,996		$	67,868		$	49,272
Adjusted EBITDA margin(6)			14.1%			(0.4)%			8.9%			15.5%			13.7%

(1)

We define an Active Customer as a unique customer who has placed at least one order through our e-commerce platform or retail or outlet stores within the last rolling 12 months (excluding retail concession customers, employee orders, gift-card only orders, and face mask only orders, as purchased during the COVID-19 pandemic).

(2)

We calculate DTC Net Revenue per Customer by dividing our DTC net revenue by the number of customers counted within the period in which an item in their purchase has shipped. In 2025, 2024, and 2023, the number of customers was 1,077,000, 948,000 and 832,000, respectively. As of March 28, 2026 and March 29, 2025, the number of customers was 1,135,000 and 967,000, respectively.

(3)

We define Store Count as the total number of retail or outlet stores open at the end of a given period, excluding temporary store locations designated as pop-ups (which are typically open for one year or less) and our concession locations (“shop-in-shop”).

(4)

We define gross margin as gross profit as a percentage of net revenue.

(5)

(6)

We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net revenue.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics and—Non-GAAP Financial Measures” for further descriptions of Active Customers, DTC Net Revenue per Customer, Store Count, gross margin, Adjusted EBITDA and, Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP measures.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as all of the other information contained in this prospectus, including our consolidated financial statements and the related notes thereto, before making an investment in our common stock. The occurrence of any of the following risks could materially and adversely affect our business, financial condition, results of operations and/or prospects. In such cases, the trading price of our common stock could decline, and you could lose all or part of your investment. Additional risks and uncertainties are not presently known to us or that we currently deem immaterial also may impair our business operations. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks facing the Company described below and elsewhere in this prospectus.

Risks Related to Our Business, Brand, Products, and Industry

We rely on consumer discretionary spending, which may be adversely affected by economic uncertainty or downturns and other macroeconomic conditions, trends, or factors.

Our products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions and other factors such as consumer confidence in future economic conditions, actual or perceived risk of an economic recession, trade wars, increased tariffs and global trade inability, the availability and cost of consumer credit, government shutdowns, levels of unemployment and inflation, and tax rates. As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable, and discretionary spending may be subject to reductions as a result of significant increases in unemployment, financial market instability and uncertainties about the future. Unfavorable economic conditions, including an economic downturn or economic uncertainty in our current core markets, specifically in the United States, the United Kingdom, Canada and France, may lead consumers to delay or reduce purchases of our products. Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on our business, financial condition and results of operations.

Our success depends on our ability to acquire and retain customers in a cost-effective manner. In order to attract new customers and continue to expand our customer base, we must appeal to and attract customers who identify with our products and our brand. If the number of people who are willing to purchase our products does not continue to increase, if we fail to deliver a high-quality shopping or customer experience, if we make products that our customers do not buy in sufficient quantities or if our current or potential future customers are not convinced that our products are superior to alternatives, then our ability to retain returning customers, acquire new customers, and continue to grow our business may be harmed.

We have made significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers. For example, we maintain close ongoing relationships with key opinion leaders, including influencers, creators, editors, and celebrities, who support our brand and marketing efforts. Such campaigns are often the result of long-term investments in these relationships, involving significant time and resources from our brand and marketing teams as well as monetary consideration, and may not result in new customers or increased sales of our products. Further, as our brand becomes more widely known, we may not attract new customers or increase our net revenue at the same rates as we have in the past. As of 2025, we have approximately 854,000 Active Customers in the United States. Globally, 78% of our repeat orders in 2025 contained more than one product category. If we are unable to acquire new customers who purchase products across categories in numbers sufficient to grow our business, our net revenue may decrease and our business, financial condition, and results of operations may be materially and adversely affected.

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In addition, our future success depends in part on our ability to increase sales to our returning customers over time, as a significant portion of our direct channel net revenue is generated from sales to returning customers, particularly more loyal returning customers who are highly engaged and make frequent and/or large purchases of the products we offer. Nearly 70% of our DTC net revenue in 2025 was generated from returning customers and 54% of our customers acquired before 2025 have shopped with us more than once. If existing and/or loyalty customers no longer find our products appealing or are not satisfied with our customer experience, or if we are unable to update our products in a timely manner to meet current trends and customer demands, our returning customers may not make purchases, or if they do, they may make fewer or smaller purchases in the future.

If we are unable to continue to attract new customers or our returning customers decrease their spending on the products we offer or fail to make repeat purchases of our products, our business, financial condition, results of operations and growth prospects will be harmed.

The “Reformation” brand is integral to our business strategy and our ability to attract, engage, and retain customers. In 2025, we brought in approximately 75% of DTC new customers through unpaid marketing channels, an ability which we believe is largely powered by the strength and uniqueness of our brand and brand voice in the marketplace. As a result, our success depends on our ability to maintain and enhance the image, value, and recognition of our brand. Maintaining, promoting, and positioning our brand will depend largely on the success of our creative, design, and marketing efforts, including advertising, social media, celebrity campaigns, and collaborations with other brands or influencers, as well as our ability to maintain a positive consumer perception of our corporate integrity, culture, mission, values, and environmental sustainability efforts.

Our brand, business and reputation could be adversely affected by any number of factors or events, including if our public image is tarnished by negative publicity due to our actions or those of persons associated with us (including employees, celebrities, influencers, brand partners or others who speak publicly or post on social media about our brand or our products, whether authorized or not), if we receive customer complaints or negative publicity related to our website, products, product delivery times, customer love or marketing efforts, if we fail to deliver innovative and high-quality products, if we face or mishandle a product recall or if we are subject to claims of “greenwashing” (e.g., misleading or deceptive claims related to our Sustainability Framework, goals or practices). For example, the organization known as People for the Ethical Treatment of Animals chose to label Reformation as “Greenwasher of the Year” in 2023 based on the use of animal-derived materials in some of our products. This type of response can adversely affect our public image, brand and reputation. Further, our brand and reputation have in the past, and in the future could be, negatively impacted by adverse publicity, whether or not valid, regarding allegations that we or persons associated with us have violated applicable laws or regulations, including but not limited to, those related to product labeling and safety, ethical sourcing, marketing, employment, discrimination, harassment, whistle-blowing, customer privacy, corporate citizenship, improper business practices or cybersecurity. Negative publicity regarding, or non-compliance with legal requirements or norms by, our direct and indirect suppliers could similarly adversely affect our reputation and sales and could force us to identify and engage alternative suppliers. Any harm to our brand and reputation could adversely affect our ability to attract and engage customers and could have a material adverse effect on our business, financial condition and results of operations.

Our brand may also be harmed through the licensing of trademarks and other intellectual property rights to third parties, including for example as part of our co-branded collaborations with our brand partners. Despite the terms of our licensing agreements with these third parties that govern the use of our intellectual property, which require licensees to abide by certain standards with respect to such use, our efforts to police licensees’ use of our intellectual property may not be sufficient to ensure their compliance with such agreements. The failure of our licensees to comply with the terms of their licenses could harm our reputation or the value of our brand or lead to a loss of our trademarks and other intellectual property rights,

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which could have a material adverse effect on our business, financial condition, results of operations. Any failure to effectively maintain and enhance our brands or reputation, or any excessive expenses incurred in these unsuccessful efforts, could have a material adverse effect on our business, financial condition and results of operations. Third parties who receive licenses to use our intellectual property rights may also experience negative claims or publicity involving their own brands, which by association could damage our reputation and brand, regardless of whether such claims are accurate.

In addition, the importance of our brand may increase to the extent we experience increased competition, which has required, and could continue to require, additional expenditures on our brand marketing activities. Maintaining and enhancing our brand image also has required, and may continue to require, us to make additional investments in areas such as merchandising, marketing, retail stores and online operations. These investments may be substantial and may not ultimately be successful.

Our target market of apparel, footwear, and accessories for women is subject to new and rapidly changing trends and constantly evolving consumer preferences and demands that cannot be predicted with certainty. We take inspiration from both vintage styles as well as current cultural moments to design products which we believe our customers are seeking at that moment. Accordingly, our success is dependent on our ability to anticipate, gauge and react to the latest trends and consumer demands, to translate such trends and demands into appropriate, desirable product offerings in a timely manner and to allocate these product offerings appropriately across all of our selling channels, including e-commerce, retail and wholesale channels. Our Merchandising, Design, Planning and Allocation and Operations teams are primarily responsible for performing this highly subjective and logistically complex work, including making initial product decisions, and they rely on feedback around trends from a variety of sources. This process may not accurately predict evolving trends, and our new products may not resonate with consumers as their preferences could shift rapidly to different styles. Our future success depends in part on our ability to anticipate and respond to these changes, and we may not be able to generate sufficient consumer interest in our products to remain competitive.

In particular, our unique designs, quality control, innovation and sourcing and use of sustainable materials and/or processes in the design and manufacturing of our products is essential to our commercial success. Research and development play a key role in environmentally sustainable innovation. We rely upon specialists in the fields of sustainability and material innovation to inform our research and development strategy and efforts. While we strive to produce products that are sustainable, consumer demand for our products could decline if we fail to introduce or maintain environmentally sustainable innovations in our products or if customers’ interest in sustainable materials and innovation substantially subsides. In addition, our experience in anticipating consumer preferences in one category, such as apparel, may not help us predict or anticipate consumer preferences in other new categories.

Further, lead times for many of our products, particularly denim, sweaters and outerwear, may make it more difficult for us to respond rapidly to new or changing product trends or consumer preferences. In addition, our lead times may be longer due to the extent we rely on ocean shipping to reduce carbon emissions, which may take longer generally (or as a result of geopolitical dynamics) compared with air or other transport. We continue to balance our inventory levels based on shifts in demand, but we may not be able to respond quickly enough to adjust our inventory position accordingly, which may have an adverse impact on our operating results. If we are unable to anticipate consumer preferences or industry changes or introduce new products in a timely manner, or our new product launches are not accepted by consumers, we could experience lower sales, excess inventories or lower profit margins, any of which could have an adverse effect on our business, financial condition and results of operations.

We deploy what we believe is a highly differentiated brand voice, unique content and performance marketing efforts, to drive customers from awareness to consideration to conversion. Promoting awareness

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of our brand and products is important to our ability to grow our business, drive ongoing customer engagement and retention and attract new customers. Our marketing strategy includes brand marketing campaigns, including campaigns, public relations, events and product gifting, as well as performance marketing, including paid search, paid social, affiliate marketing, retargeting, display, email, direct mail, generative AI optimization and search engine optimization, among other tools. In addition, our marketing strategy is global in scale. To monitor the efficacy of our expansion, we utilize a suite of paid and organic analytics tools to verify our brand reach and audience engagement across diverse markets. These tools allow us to measure the visibility of our content and the conversion efficiency of our campaigns in real-time; however, any inaccuracies in this data or limitations imposed by third-party platform transparency could lead to inefficient capital allocation and a failure to reach our target demographics effectively.

We establish and maintain relationships with celebrity, influencer and brand partners in order to develop and promote our products as well as strengthen our brand. In a competitive environment, the monetary and non-monetary costs associated with establishing and nurturing these relationships may increase, and there can be no assurance that our investments and efforts will ultimately result in new customers or increased sales to returning customers. If we are unable to maintain current partnerships or establish new partnerships in the future, this could adversely affect our brand visibility and strength and result in a negative impact to our financial results. We also seek to engage with our customers and audiences and build awareness of our brand through sponsoring unique events and experiences. If our marketing efforts, events and broader messaging are not appropriately tailored to and accepted by our target customers, we may fail to attract new customers and/or retain returning customers, and our brand and reputation may be harmed. Our future growth and profitability and the success of our brand will depend in part upon the effectiveness and efficiency of our marketing efforts.

We use third-party social media platforms, including Instagram, Facebook, Pinterest, TikTok, X (formerly known as Twitter) and YouTube, to raise awareness of our brand and engage with our community. As of June 22, 2026, we had approximately four million followers across social media platforms, which may include the same followers on multiple platforms. As existing social media platforms evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish a presence on emerging platforms. If we are unable to cost-effectively use social media platforms as marketing tools, or unable to continue to use certain platforms at all, our ability to acquire new customers and our financial condition may suffer. For example, lawmakers in the United States, Europe and Canada have recently escalated efforts to restrict access to TikTok. On April 24, 2024, former-President Biden signed into law certain measures requiring TikTok’s parent company to sell TikTok by January 19, 2025 or face a total ban in the United States. Though TikTok’s parent company did not sell TikTok by the deadline, President Trump signed multiple extensions to give his administration more time to broker a deal to bring the social media platform under American ownership and, in September 2025, signed an executive order approving a proposed deal that resolves national security concerns and complies with the Protecting Americans from Foreign Adversary Controlled Applications Act by removing TikTok in the United States from China’s control. On January 22, 2026, TikTok USDS Joint Venture LLC, a majority owned U.S. joint venture, was established in compliance with the executive order signed by President Trump to enable continued accessibility for users in the United States. Individual states, governmental bodies and institutions have also voiced concerns that TikTok poses a national security threat and have pursued similar prohibitions. In addition, social media platforms we use may change their policies or algorithms, including in response to shifting consumer sentiment around topics such as sustainability, leading to shifts in the level of recommended content, which may impact our ability to fully optimize such platforms and acquire customers, resulting in an adverse effect on our business, financial condition and results of operations.

In addition, we currently receive a significant number of visits to our website via search engine results, primarily from Google. Search engines frequently change the algorithms that determine the ranking and display of results of a user’s search, which could reduce the number of visits to our website, in turn reducing new customer acquisition and adversely affecting our results of operations. The impact of agentic search is changing the landscape of search and discovery. Further, the recent introduction of AI and large language models within search and other marketing channels may change consumer search behavior and our ability to cost effectively acquire and retain customers. For example, in March 2025, Google introduced an experimental AI mode within its search platform and other platforms have or may in the future launch similar functionality. If we are unable to adapt to this and similar changes, our net revenue growth and

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profitability may be adversely affected. If we are unable to cost-effectively drive traffic to our website, our ability to acquire new customers and our financial condition would suffer.

Email and SMS marketing is also central to our marketing efforts. As of June 22, 2026, we had approximately three million subscribers to our email list. If we are unable to successfully deliver emails to our customers or if customers do not engage with our emails, whether out of choice, because those emails are marked as low priority or spam, or for other reasons, our business could be adversely affected. Our marketing initiatives have become increasingly expensive and may continue to increase in cost, and generating a meaningful return on those initiatives may be difficult or unpredictable. Even if we successfully increase net revenue as a result of our marketing efforts, it may not offset the additional marketing expenses we incur.

If our marketing efforts are not successful in promoting awareness of our products, driving customer engagement or attracting new customers, if we are not able to cost-effectively manage our marketing expenses or if we lose access to certain tools or platforms, our business, financial condition and results of operations could be adversely affected.

To meet anticipated demand for our products, we must forecast inventory needs and place orders with our suppliers based on our estimates of future demand for particular products. Although we seek to replenish product based on real time sales data and other considerations, our ability to accurately forecast demand for our products could be affected by many factors, including an increase or decrease in customer demand for our products or for products of our competitors, changing consumer preferences, changing product trends, our failure to accurately forecast consumer acceptance of new products, product introductions by competitors, unanticipated changes in general market conditions, declines in overall consumer spending and weakening of economic conditions or consumer confidence in future economic conditions. For example, we source products, directly and indirectly, from China. The imposition of significant tariffs on imports from China or other countries that we source from, if reinstated at heightened levels or if restated at all, may result in our inability to cost-effectively source products. If we fail to accurately forecast customer demand, whether from China or other countries, we may experience excess inventory levels or a shortage of products available for sale in our stores or for delivery directly to our customers or to our wholesale partners.

Inventory levels in excess of demand may result in inventory write-offs, inventory write-downs, donations by us of our unsold products and/or the sale of excess inventory at discounted prices, any of which could cause our gross margin to suffer, impair the strength and exclusivity of our brand and have an adverse effect on our business, financial condition, results of operations and cash flows. For example, we have in the past sold certain of our products at discounted prices through various channels including our website, retail stores, outlets, sample sales and off-price wholesalers. We have also donated excess products to third parties in the past. Further, holding inventory in advance of any such sales or donations also risks the appeal of such inventory to be sold at all or may require that we sell such inventory at prices that are unfavorable to us.

Conversely, while we aim to manage our inventory to sell through and create a degree of scarcity, if we underestimate customer demand for our products and fail to place sufficient orders with our suppliers in advance, then our suppliers may not be able to deliver products to meet our requirements and we may experience inventory shortages. Inventory shortages in our stores or our company-operated or third-party distribution centers have in the past, and could in the future, result in delayed shipments to customers, lost sales, a negative customer experience, lower brand loyalty or damage to our reputation and customer relationships, any of which could have an adverse effect on our business, financial condition and results of operations.

Our industry is highly competitive and if we do not compete effectively, our operating results could be adversely affected.

The women’s apparel, footwear and accessories retail industry is highly competitive. We compete with a diverse set of businesses, including department stores, specialty retailers, independent brands, vintage stores, resale/second hand retailers, online marketplaces and other types of online and retail businesses that

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market products similar to the products we offer. We believe our ability to compete depends on many factors within and beyond our control, including:

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attracting new customers and engaging and cultivating our relationships with returning customers;

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attracting and retaining personnel;

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further developing our data analytics and technology capabilities;

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maintaining favorable brand recognition and effectively marketing our products to customers;

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the amount, diversity and quality of products that we or our competitors offer;

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optimizing and/or personalizing our website and in-store shopping experience;

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maintaining and curating an appealing portfolio of products;

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the price at which we are able to offer our products;

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maintaining and growing our market share, including access to capital to invest in the business and/or growth;

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price fluctuations or demand disruptions of our third-party suppliers and wholesale partners;

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the speed and cost at which we can deliver products to our customers and the ease with which they can use our services to return products;

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anticipating and quickly responding to changing fashion trends and consumer shopping preferences; and

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our ability to expand attractive physical distribution points, whether through strategic wholesale placements or prime retail locations.

We expect competition to increase as other established and emerging companies enter the markets in which we compete, as customer requirements evolve and as new products and technologies are introduced.

Many of our current competitors have, and potential competitors may have, longer operating histories, larger fulfillment infrastructures, greater technical capabilities, faster shipping times, lower-cost shipping or pricing, more attractive customer service policies (e.g., with respect to shipping windows, return windows, return fees), larger customer bases, more sophisticated data analytics capabilities, and greater financial, marketing, institutional and other resources than we do. These factors may allow our competitors to derive greater revenue and profits from their existing customer bases, acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and changes in fashion trends and customer shopping behaviors. These competitors may engage in more extensive research and development efforts, enter into or expand their presence in physical retail, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate revenue from their existing customer bases more effectively than we do. If we fail to execute on any of the above better than our competitors, our business, financial condition and results of operations may be adversely affected.

Competition, along with other factors such as consolidation within the fashion industry and changes in customer spending patterns, could also result in significant pricing pressure. These factors may cause us to reduce prices to our customers, which could cause our gross margins to decline if we are unable to appropriately manage inventory levels or otherwise offset price reductions with comparable reductions in our operating costs. If our prices decline and we fail to sufficiently reduce our product costs or operating expenses, our profitability may decline, which could have a material adverse effect on our business, financial condition and results of operations.

If we fail to effectively manage our growth, our business, financial condition, and results of operations could be harmed.

We have expanded our operations rapidly since our inception in 2009. In particular, in the past three fiscal years, our annual net revenue has increased from $360 million in 2023 to $507 million in 2025, and from $86 million in the first quarter of 2025 to $112 million in the first quarter of 2026, and our total company

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headcount has grown from approximately 974 employees in 2023 to approximately 1,261 as of the first quarter of 2026. If our operations continue to grow at a rapid pace, we may experience difficulties in obtaining sufficient supplier capacity and raw materials to produce our products, as well as delays in production and shipments, as our products are subject to risks associated with overseas sourcing and manufacturing. We could be required to continue to expand our creative, design, merchandising, planning, operations and supply chain functions, invest in opening and operating a greater number of retail stores in our existing markets and/or in new markets or invest in wholesale partners’ operations in lieu of or in addition to retail stores operated by us, upgrade our information systems and other processes and technology and obtain more space for our expanding workforce. This expansion could increase the strain on our resources, expose us to legal and compliance risk across new markets and cause us to experience operating difficulties, including difficulties in hiring, training and managing an increasing number of employees, especially to the extent our growth exposes us to a greater number of markets’ employment, health and safety and other regulatory and compliance requirements. Any of these or other difficulties in effectively managing our growth and the increased complexity of our business could result in the erosion of our brand image, which could have a material adverse effect on our financial condition and results of operations.

Further, if we are unable to maintain our core values and culture as we grow, our business could be harmed. We believe that a critical component of our success to date has been our corporate culture and values. We have invested substantial time and resources in building our culture, which is rooted in five core values: Make an Impact, Be Brave, People Focused, Make It Better and Own It. However, as we continue to grow, including expanding our geographic presence and developing the infrastructure associated with being a public company, we will face a number of challenges that may affect our ability to sustain our culture and shared values, including:

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a need to identify, attract, reward and retain people in key leadership positions in our organization who share and further our culture, values and mission;

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the increasing size and geographic diversity of our workforce, which may limit our ability to promote a uniform and consistent culture and set of shared values across all of our offices and employees globally;

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the wider array of alternative working arrangements we now permit or may in the future permit, including part-time or flexible roles, fully remote roles, or “hybrid” roles (where a mix of in-person and remote work is permitted); and

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competitive pressures that may divert us from our mission, vision and values, and may cause us to take actions that are contrary to, or that our workforce views as contrary to, our culture or values.

Any failure to preserve our corporate culture (or localize it authentically) or any failure to live up to our values as a company, particularly those related to sustainability, could negatively affect our brand and reputation, harm our business and limit our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

Our past growth rates are not indicative of expected results in the future and we may be unable to successfully execute on our growth strategy.

Although our net revenue has grown profitably over time, this should not be considered as indicative of our future performance. We may not be successful in navigating through macroeconomic challenges and may not be successful in executing our growth strategy. Even if we effectively manage external challenges and achieve our strategic plan, we may not be able to sustain profitability. In future periods, our net revenue may decline or grow more slowly than we expect. We believe that the sustainability of our recent net revenue growth, profitability and potential future growth, including retail, category and geographic expansion, will depend upon many factors, including our ability to:

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increase brand awareness and drive efficient customer acquisition;

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retain returning customers and continue growth within our existing customer base;

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provide a premium shopping experience for our customers;

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respond to shifting customer behaviors and traffic patterns in person and online;

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operate new retail stores on a profitable basis and effectively extend our existing store leases at the same or better terms;

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offer an assortment of products that is attractive to customers and accurately forecast demand for our products;

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offer an attractive, effective, reliable, user-friendly online experience and develop new features to enhance the customer experience both in-store and on our website;

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increase the frequency with which new and repeat customers purchase products on our website and in our stores through merchandising, data analytics and technology;

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add new suppliers and deepen our relationships with our existing suppliers;

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attract and retain personnel;

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enhance and scale the systems our customers use to interact with our website and invest in our infrastructure platform;

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enhance and scale the technology and infrastructure we use to fulfill orders and process returns at our company-operated and third-party distribution centers;

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target additional categories and price points to continue widening our appeal beyond Millennial and Generation Z customers;

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expand further internationally and adapt to different local cultures, laws, regulations, standards and policies;

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comply with regulatory requirements, taxes, trade laws, trade sanctions and economic embargoes, tariffs, export quotas, custom duties or other trade restrictions or any unexpected changes thereto; and

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compete with local incumbents that understand the local market and may operate more effectively.

We cannot assure that we will be able to achieve any of the foregoing or that we will achieve or sustain the expected benefits of our growth strategy. Our customer base may not continue to grow or may decline in the future due to increased competition, the maturation of our business or other factors. Failure to continue our net revenue growth rates could have a material adverse effect on our business, financial condition and results of operations. You should not rely on our historical rate of net revenue growth as an indication of our future performance or the rate of growth we may experience in any new channel, category or geography.

We may be adversely affected by the financial health of our wholesale partners.

We have a small number of wholesale partners who account for a significant portion of our Wholesale and Other net revenues. We are party to agreements with such wholesale partners, and one of our growth initiatives is to leverage these partnerships to increase brand awareness and reach new customers. This strategy has required, and will continue to require, investment in cross-functional operations and management focus, along with investment in logistics, channel management, supporting technologies and headcount. If our wholesale partners discontinue or decelerate our partnership or otherwise do not satisfy their obligations to us, if we are unable to meet our wholesale partners’ expectations and demands or if we decide to enter into additional partnerships and are unable to identify suitable wholesale partners or reach agreements with them, we may fail to meet our business objectives with respect to our wholesale strategy. In addition, a decline in the performance or financial condition of our wholesale partners, including bankruptcy or liquidation, could result in a material loss of revenues to us and cause us to limit or discontinue business with that partner, require us to assume more credit risk relating to our receivables from that partner or limit our ability to collect amounts related to previous purchases by that partner. For example, in 2025 we incurred a $1.7 million expense arising from the Chapter 11 bankruptcy filing of Saks Global. These risks are further heightened by the fact that our net accounts receivable are highly concentrated, with a single customer accounting for 23% of our consolidated accounts receivable as of 2025. In addition, we and our wholesale partners could face risks from a decline in the overall level of consumer retail spending, and a weak retail environment could impact customer traffic in the stores of our wholesale partners and also adversely affect our net revenue. Further, store closings by our wholesale partners decrease the number of stores carrying our products, while the remaining stores may purchase a smaller amount of our products and may

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reduce the retail floor space designated for our brand. In the future, retailers may further consolidate, undergo restructurings or reorganizations, realign their affiliations or reposition their stores’ target markets. Any of these types of actions could decrease the number of stores that carry our products or increase the ownership concentration within the retail industry. These changes could decrease our opportunities in the market, increase our reliance on a diminishing number of large wholesale partners and decrease our negotiating strength with our wholesale partners. These factors could have a material adverse effect on our business, financial condition and results of operations.

Although we distribute our products to wholesale partners, sales to our customers primarily occur via e-commerce and retail channels that are owned and operated by us. Growing our e-commerce platform and the number of physical stores owned by us is essential to our growth strategy. This strategy has required, and will continue to require, significant investment in cross-functional operations and management focus, along with investment in supporting technologies and retail store spaces. If we are unable to provide a convenient and consistent experience for our customers, our ability to compete and our results of operations could be adversely affected.

In addition, our future growth depends, to a considerable extent, on our efforts to expand our existing markets and also on our success in entering new markets throughout the world that we deem attractive. While our headquarters are in the United States, we sell our products globally. As of the first quarter of 2026, approximately 18% of our net sales were to customers outside of the United States. We have limited experience with regulatory environments and market practices outside of the United States, and cannot guarantee that we will be able to successfully enter or operate in any such markets. For example, in connection with our expansion efforts in our existing international markets, the United Kingdom, Canada and France, we have encountered, and expect we will continue to encounter, increased costs of operations resulting from higher custom duties, tariffs, taxes, payroll and benefits and other expenses and from new and different business requirements generally. We may also face risks related to foreign currency fluctuations, which could result in increased operating expenses and reduced net revenue. In connection with our expansion efforts into new international markets, we have encountered, and expect to continue to encounter, a number of obstacles including cultural and linguistic differences, differences in regulatory environments and market practices, difficulties in keeping abreast of market, business and technical developments and foreign customers’ tastes and preferences, differences in foreign labor laws and practices, as well as differences in employee expectations and working culture. We may also encounter difficulty expanding into new markets throughout the world because of limited brand recognition leading to delayed acceptance of our products by customers in these new markets. In particular, we have no assurance that our brand and performance marketing playbook will prove successful outside of the geographic regions in which they have been used in the United States, United Kingdom, Canada and France. The expansion into new markets may also present competitive, merchandising, forecasting and distribution and logistics challenges, including the timing component of speed to market and longer transit times, that are different from or more complex than those we currently face. Failure to develop new markets globally or disappointing growth outside of such markets may harm our business, financial condition or results of operations.

Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, inflation, prevailing wage rates, minimum wage requirements, overtime pay, fair labor standards, potential union protection, potential collective bargaining arrangements, health and other insurance costs, payroll taxes and changes in employment and labor legislation or other workplace regulations. We are subject to, and must comply with, an increasingly complex array of employment, labor, wage and hour, pay transparency, health and safety, harassment, discrimination, leave and benefits, and other workforce-related laws and regulations across multiple jurisdictions. Our failure, or perceived failure, to comply with such requirements could result in audits, investigations, disputes, penalties, or litigation, and could harm our reputation and financial results. These laws and regulations change frequently, exist at multiple levels with respect to a single physical location (e.g., federal, state and local), and may be difficult to

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interpret and apply. For example, recent amendments to California’s equal pay and transparency laws may increase our compliance obligations. Additional changes to these or similar laws could further affect our compensation practices and increase the cost of compliance.

In addition, from time to time, legislative proposals are made to increase the federal minimum wage in the United States, as well as the minimum wage in California and a number of other states and municipalities in which we operate, and to reform entitlement programs, such as health insurance and paid leave programs. As minimum wage rates increase or related laws and regulations change, we have and may need to continue to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly or salaried employees. Any increase in the cost of our labor could have a significant impact on our operating costs and may require that we take steps to mitigate such increases, which may have an adverse effect on our business, financial condition and results of operations. There is also a risk of potential claims related to discrimination and harassment, health and safety, wage and hour laws, personal injury and other claims. In addition, if we fail to pay such higher wages, we could suffer increased employee turnover. Increases in labor costs could force us to increase prices, which could adversely impact our sales. If competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline and could have a material adverse effect on our business, financial condition and results of operations. In particular, the job market in Southern California, where our principal offices and our company-operated distribution center, as well as nearly half of our employees (including retail employees) as of the first quarter of 2026, are located, is very competitive. Further, since Reformation is a high performance culture, we have been a recruiting target for brands that wish to attract our talent.

In addition, although none of our domestic employees are currently covered by a collective bargaining agreement, if a material portion of our workforce were to become members of labor organizations or parties to collective bargaining agreements, we could be vulnerable to a strike, work stoppage or other labor action, which could have an adverse effect on our business. Our business operations and financial performance could be adversely affected by changes in our relationship with our workforce or changes to U.S. or foreign labor and employment laws and regulations.

Further, the laws and regulations that govern the status and classification of independent contractors and other similar non-employee services providers are subject to change and divergent interpretations by various authorities, which can create uncertainty and unpredictability for us and could significantly affect our business and our relationship with our employees and other individuals providing valuable services to us, such as photographers, influencers, models and various consultants. For example, in California, Assembly Bill 5 codified and extended an employment classification test set forth by the California Supreme Court that established a new standard for determining employee or independent contractor status. This bill, and other similar initiatives throughout the United States, could lead to additional challenges to the classification of photographers, influencers, models and various consultants and a potential increase in claims, lawsuits, arbitration proceedings, administrative actions, government investigations and other legal and regulatory proceedings at the federal, state and municipal levels challenging the classification of any photographers, influencers, models or various consultants as independent contractors. Such regulatory scrutiny or actions over such classification practices also may create different or conflicting obligations from one jurisdiction to another. Although we are currently not involved in any material legal actions of this nature and, to our knowledge, there have been no material claims of misclassification made against us, the likelihood of misclassification claims in states like California has increased in light of laws such as Assembly Bill 5, and the results of any such litigation or arbitration are inherently unpredictable and legal proceedings related to such claims, individually or in the aggregate, could have a material impact on our business, financial condition and results of operations. Regardless of the outcome, litigation and arbitration of misclassification and wage and hour claims could result in defense and settlement costs and diversion of management resources, among other factors, which could have a material adverse effect on our business, financial condition and results of operations.

Our quarterly operating results may fluctuate, which could cause our stock price to decline.

Our quarterly operating results may fluctuate for a variety of reasons, many of which are beyond our control. These reasons include those described in these risk factors, as well as the following:

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fluctuations in net revenue generated from our products;

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fluctuations in the levels or quality of inventory;

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fluctuations in capacity as we expand our operations;

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our success in engaging returning customers and attracting new customers;

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the amount and timing of our operating expenses;

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fluctuations in the rate of U.S. tariffs imposed on goods imported from China and other countries;

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the timing and success of new products we introduce;

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the impact of competitive developments and our response to those developments;

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our ability to manage our existing business and future growth;

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disruptions or defects in our site, such as privacy or data security breaches or changes in the ability to or ease of checkout; and

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economic and market conditions, particularly those affecting our industry.

In addition, historically, we have experienced a pattern of increased sales into the early spring and summer months, which has resulted in increased revenue during the second quarter of each fiscal year relative to the first quarter. The third fiscal quarter typically sees a moderate increase in net revenue relative to the second fiscal quarter, given the timing of one of our twice-yearly promotional events beginning in August. We expect this seasonality to continue in future years and believe it will be subject to maintaining our promotional sales strategy and the precise timing of our twice-yearly promotional sales event and our annual Black Friday Cyber Monday promotion. This seasonality, along with other factors that are beyond our control, including weather conditions and the effects of climate change, could adversely affect our business and cause our operating results to fluctuate.

As a result of these quarterly fluctuations, we believe that comparisons of our operational results between different quarters within a single fiscal year or across different fiscal years are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of our future performance. In the event that any quarterly fluctuations in our net revenue and results of operations result in our failure to meet our forecasts or the forecasts of the research analysts that may cover us in the future, the market price of our ordinary shares could fluctuate or decline.

As a company that operates retail stores, we are subject to commercial real estate risks.

As of March 28, 2026, we operated 64 full-price retail store locations and two outlet stores across four countries. We lease our stores under operating leases. We are focused on the expansion of our retail operations and expect to continue to evaluate and grow the total number of stores we operate over the next several years, domestically and internationally.

When we open new retail stores, our ability to effectively obtain real estate to open new retail stores, both domestically and internationally, depends on many factors, including, among others, our ability to:

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identify suitable store locations that meet our criteria for traffic, size, layout and square footage, co-tenancies, lease economics, demographics and other factors, the availability of which is outside of our control and may require expensive and long-term lease obligations;

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gain brand recognition and acceptance, particularly in geographies or regions that are new to us;

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negotiate acceptable lease terms;

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hire, train and retain employees who possess the required customer service and other skills and who share our commitment to sustainability;

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invest sufficient capital in store build-out and opening;

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immerse new employees into our corporate culture and shared values;

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source sufficient inventory levels; and

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successfully integrate new stores into our existing operations and IT systems.

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We may be unsuccessful in identifying new markets where our products and brand image will be accepted. We also must be able to effectively renew our existing real estate leases. In addition, if an existing or new store is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. We may also be committed to perform our obligations under the applicable leases even if current locations of our stores become unattractive as demographic or competitive landscape patterns change. Failure to secure adequate new locations or successfully modify leases for existing locations, including due to the impact of supply and demand economics and market cyclicality, or failure to effectively manage the profitability of our existing retail stores or efficiently manage any retail store closure process, could have an adverse effect on our business, financial condition and results of operations.

We may be unable to accurately forecast net revenue and appropriately plan our expenses in the future.

We base our current and future expense levels on our operating forecasts and estimates of future net revenue and gross margins. Net revenue and operating results are difficult to forecast because they generally depend on the volume, timing, value and type of the orders we receive and return rates, chargebacks and bad debts, all of which are uncertain. In addition, we cannot be sure the same growth rates, trends and other key performance metrics are meaningful predictors of future growth. Our business is affected by general economic and business conditions in the United States, Canada, the United Kingdom and France and, as we grow, in additional international markets. For example, the rapid changes and uncertainty in global trade practices, including tariff rates, make it difficult to predict sales, inventory levels and gross margin. Our mix of product offerings may also be variable from quarter-to-quarter. This variability makes it difficult to predict sales and could result in significant fluctuations in our net revenue, margins and profitability from period-to-period. A significant portion of our expenses are fixed, and as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in net revenue. Furthermore, we may be unable to adjust our investments in a timely manner to support increasing demand and higher net revenue or compensate for any incremental unexpected shortfall in net revenue. Any failure to accurately predict net revenue or expenses could cause our operating results to be lower than expected, which could materially adversely affect our business, financial condition and results of operations.

Product returns could harm our business.

We generally allow customers to return products under a return policy that we believe is relatively standard for the industry. For example, unless otherwise stated, within the United States, we generally accept product returns for products purchased through our DTC channel in new condition and with original tags for full refund or exchange if returned within 30 days. A return shipping fee generally applies to all online orders, with one fee per order. Our revenue is reported net of returns, discounts and any taxes collected from customers and remitted to government authorities. We estimate an allowance for expected product returns based on historical return trends. Revenue is presented net of the sales return allowance and the expected inventory right of recovery is presented as a reduction of cost of revenue. The introduction of new products, changes in consumer confidence or shopping habits or other competitive and general economic conditions could cause actual returns to exceed our estimates. As actual return costs differ from previous estimates, the amount of the liability and corresponding revenue are adjusted in the period in which such costs occur. In addition, from time to time, our products may be damaged in transit, which may increase return rates or impede our ability to resell such products with respect to damaged returned goods. From time to time, customers have abused our return policy by, for example, not appropriately returning product or returning product that has been worn repeatedly or has been stained within the 30-day return window and cannot be resold. Competitive pressures could cause us to alter our return policies or our shipping policies, which could result in an increase in product returns, an increase in damaged, unsaleable inventory and/or an increase in costs if we are no longer able to charge a return shipping fee. Alternatively, if we implement higher return fees or increase other standards or qualifications for product returns in order to improve our product return economics, for example by reducing the return window, it could result in reduced demand for our product or result in lower customer satisfaction and higher customer churn. If the rate of product returns increases significantly or if product return economics become less efficient, our business, financial condition and results of operations could be harmed.

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In 2015, we began purchasing third party carbon offsets with the intention to make up for our environmental footprint, and introduced RefScale to track the environmental footprint of our products. In 2016, we made our sustainability progress public with our inaugural Sustainability Report, which we have published at least bi-annually. We introduced the first iteration of our Sustainability Framework in 2019, which establishes the core tenets of our work. In December 2020, we announced our commitment to reducing our carbon footprint and becoming Climate Positive by the end of 2025, which we subsequently achieved. While there is no standardized or broadly agreed upon definition of Climate Positive, we define it as meeting our greenhouse gas reduction targets and supporting the removal of more operational greenhouse gas emissions than we produce. This includes investing in solutions that reduce greenhouse gas emissions, driving climate action throughout our supply chain, including through our Factory Forward program that assists our suppliers with measuring, reporting, and assessing opportunities for reducing environmental costs, and making our roadmap public so others can do it too. In 2023, we announced our commitment to be circular by 2030, meaning we will aim to create products with as close to zero virgin materials (which we define as any raw material that was cultivated or created for our product and has not been used before) as possible, reduce waste and strive to ensure that every product is recyclable, and published a roadmap that defines how we plan to achieve that goal.

While our sustainability strategy and practices and the level of transparency with which we are approaching them are foundational to our business, they expose us to certain risks and uncertainties, including:

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we may fail or be unable to fully achieve one or more of the 2030 commitments, or other aspirations, targets, goals, commitments, due to a range of factors within or beyond our control (including, for example, technical limitations on recycled fibers that impede product quality and durability, the cost of recycling sustainable fibers, the lack of enforcement of industry-wide regulation by state and federal governments and/or the inability of the fashion industry to make sufficient progress on technological innovation), or that we may modify our stated goals in light of new information, adjusted projections or a change in business strategy, any of which could negatively impact our brand, reputation and business;

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achieving our 2030 commitments and other sustainability commitments has required, and may in the future require, us to expend significant monetary and non-monetary resources, which could divert the attention of our senior management and key personnel, impact our profitability, harm us competitively or otherwise limit our ability to make investments in the growth of our business;

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actual or anticipated customer sentiment regarding sustainability matters may change, which may negatively impact our brand, reputation and business;

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our disclosures related to sustainability may result in heightened scrutiny from stakeholders, investors, governmental authorities or other third parties of our sustainability performance, activities and decisions;

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our brand, reputation and business could be negatively impacted by an actual or perceived failure to disclose sustainability metrics and related goals, a failure to appropriately manage selection of goals, an actual or perceived failure to make appropriate disclosures, the fact that we have sustainability programs and goals at all, the perception that our sustainability goals and practices are not aligned with the policies, standards or expectations of certain stakeholders, including third-party rating services;

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we use the terms ‘sustainable,’ ‘climate positive,’ ‘circular,’ and ‘deadstock,’ among other terms related to sustainability activities, our definitions of which may not align with the definitions, requirements or expectations of regulators, lawmakers, industry groups, customers and other stakeholders, and which definitions may evolve or change, including across geographies;

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certain metrics we utilize receive limited or no assurance from and/or verification by third parties, may involve a less rigorous review process than assurance sought in connection with more traditional

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audits and may not identify errors or protect us from potential liability under the securities laws and if we were to seek more extensive assurance or attestation with respect to such sustainability metrics, we may be unable to obtain such assurance or attestation or may face increased costs related to obtaining and/or maintaining such assurance or attestation;

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the third-party data, benchmarks, indices and assumptions used in our RefScale carbon footprint and water calculations are determined to be wrong or become unavailable to us for whatever reason, which would require us to find a new source of quality third-party data or develop our own, either of which could require significant resources or a temporary suspension of sharing our RefScale calculations and if our stakeholders react unfavorably to any such situation, or we fail to adequately manage any transition, it could negatively impact our brand, reputation and business;

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the sustainability standards, norms or metrics, which are constantly evolving, change in a manner that impacts us negatively or requires us to change the content or manner of our disclosures and our stakeholders or third parties view such change(s) negatively, we are unable to adequately explain such changes or we are required to expend significant resources to update our disclosures, any of which could negatively impact our brand, reputation and business;

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our brand, reputation and business could be negatively impacted if we are perceived, alleged or found to be in violation of, or non-compliant with, existing, newly adopted or constantly evolving sustainability-related laws and disclosure requirements that are applicable to us and that may conflict with other regulatory requirements and result in regulatory uncertainty; and

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our brand, reputation and business could be negatively impacted if any of our disclosures, including our RefScale calculations, marketing, labeling, reporting to third-party sustainability standards or reporting against our 2030 commitments or other goals are inaccurate, perceived to be inaccurate or alleged to be inaccurate.

Climate change and the evolving and varied expectations by governments, organizations, customers and investors on sustainability issues, including those related to climate change and socially responsible activities, may adversely affect our reputation, business, financial condition, and results of operations.

Climate change occurring around the world may impact our business in numerous ways. Such changes could lead to an increase in prices of raw materials, commodities and/or packaging, as well as reduced availability of key manufacturing components. Increased frequency and severity of natural disasters and extreme weather, such as storms, severe temperatures, wildfires, hurricanes and floods, as well as changes in weather patterns, could cause increased disruption to the production and distribution of our products and have an adverse impact on consumer demand and spending. For example, in January 2025, the Los Angeles area wildfires resulted in the temporary closure of all of our local stores for several days and, ultimately, in the extended closure of our Pacific Palisades store, which remains closed, resulting in lost revenue and profits.

The focus of investor advocacy groups, certain institutional investors, investment funds, other market participants, stockholders and stakeholders on sustainability practices of companies has been changing. Some of these parties have placed increased importance on the implications of the social impact of their investments. If our sustainability practices do not meet investor or other stakeholder expectations and standards (which are continually evolving and may emphasize different priorities than the ones we choose to focus on or may emphasize none at all), or if our sustainability practices, including our periodic reporting, change or otherwise do not live up to our own values or sustainability-related goals, then our brand, reputation and employee retention may be negatively impacted. On the other hand, various governmental authorities and regulators at the state and federal level may scrutinize or otherwise take action against our sustainability initiatives, policies and practices, including those relating to human capital management. We could also incur additional costs and require additional resources to monitor, assess and comply with applicable regulations and other developments and to achieve our sustainability goals. In addition, as we continue to grow or enter new markets, our business may be subject to additional and potentially conflicting laws and regulations. Also, our failure, or perceived failure, to manage reputational threats and meet expectations with respect to socially responsible activities and sustainability commitments could negatively impact our brand, employee retention, the willingness of our customers and suppliers to do business with us and have a material adverse impact on our business, financial condition and results of operations.

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Our business may also become a target for litigation, activism and media attention based on any sustainability claims that we may make. Other companies have faced increased scrutiny over their sustainability claims from consumers and legislative and regulatory bodies in recent years. For example, in 2024, Canada and the EU implemented new “greenwashing” rules regulating environmental claims in marketing materials. Similarly, there may be updates to the Federal Trade Commission (“FTC”) Green Guides, in which green marketing guidance is incorporated into various consumer protection and false advertising laws. This has led to a notable increase in litigation and regulatory action relating to these types of claims. Similarly, there is potential litigation risk related to our commitment to sustainable sourcing. In the event that human rights and labor abuses or unsustainable practices are uncovered in our supply chain, we are susceptible to consumer protection false advertising litigation and other actions, which may have a material adverse effect on our brand, business, or reputation. The outcome of such litigation, particularly class action and regulatory actions, can be difficult to assess or quantify, and the cost to defend such lawsuits may be significant.

We are dedicated to prioritizing sustainable materials that meet our quality standards, and supply chain and manufacturing processes that collectively limit our carbon footprint. In May 2023, we announced a commitment to be circular by 2030, and published a roadmap of how we plan to achieve that goal. As our business evolves, it may be increasingly challenging to cost-effectively secure enough sustainably sourced high-quality materials to support our growth and achieve our sustainability goals while also achieving and maintaining profitability. In addition, our ability to expand into new product categories depends in part on our ability to identify new sustainable materials that are suitable for our products. Our inability to source materials that meet our sustainability requirements and high-quality standards in sufficient volumes could result in slower growth, increased costs and/or lower net profits. Additionally, as our business evolves, we may not be able to identify suppliers with business practices that reflect our commitment to sustainability, which may adversely impact our ability to expand our supply chain to meet the expected growth of our business. Most of our total carbon footprint comes from our supply chain, so maintaining our climate positive goal depends on how we influence our supplier relationships. While we have implemented several measures, including our Factory Forward programs, there is no assurance that these measures will be successful. If any of these factors prevent us from achieving our sustainability goals, including one or more of the 2030 commitments, or increase the carbon footprint of any of our products, it could have an adverse effect on our brand, reputation, business, financial condition, and results of operations.

Certain of our key operating metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics or the underlying data may cause a loss of investor confidence in such metrics, and the market price of our common stock may decline.

We track certain key operating metrics using internal and/or external data analytics tools, which have certain limitations, including, but not limited to, imperfect data collection (e.g., lack of emails and/or other identifiers for certain customers who purchase via our retail channels and do not supply such information). In addition, we rely on data received from third parties, including third-party platforms, to track certain performance indicators, and we may be limited in our ability to verify such data. In addition, our methodologies for tracking metrics may change over time, which could result in changes to the metrics we report. If we undercount or overcount performance due to the internal data analytics tools we use or issues with the data received from third parties, if our internal data analytics tools contain algorithmic or other technical errors or if changes in access to third-party data or external reporting standards require modifications to how we calculate certain operating metrics, the data we report may not be accurate or comparable with prior periods. In addition, limitations, changes or errors with respect to how we measure data may affect our understanding of certain details of our business, which could affect our longer-term strategies. If our performance metrics are not, or are not perceived to be, accurate representations of our business, if we discover material inaccuracies in our metrics or the data on which such metrics are based or if we can no longer calculate any of our key performance metrics with a sufficient degree of accuracy, investors could lose confidence in the accuracy and completeness of such metrics, which could cause the price of our common stock to decline.

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Our indebtedness could adversely affect our financial condition and operating flexibility.

As of June 27, 2026, we had $ million of term loans and $ million of letters of credit outstanding under the Credit Agreement for a total indebtedness of $ million. As of the first quarter of 2026, cash on hand was $ million and we had $ million of capacity available under our revolving facility. We generally experience significant fluctuations in our working capital over our operating cycle due to our limited number of sale periods every year and the seasonality of our business, wherein we typically experience lower net revenue in our first quarter compared to our second and third quarter. Our debt could have important consequences, including:

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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing;

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requiring a portion of our cash flow to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes;

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requiring the net cash proceeds of certain equity offerings to be used to prepay our debt as opposed to being applied for other purposes;

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exposing us to the risk of rising interest rates with respect to the borrowings under any variable rate indebtedness; and

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limiting our flexibility in planning for and reacting to changes in the industry in which we compete.

The Credit Agreement contains a number of restrictive covenants that impose operating and financial restrictions on us. For example, the Credit Agreement limits our ability to, among other things, incur additional indebtedness, make certain restricted payments and investments or redeem or repurchase capital stock, transfer or sell assets, enter into transactions with affiliates, create or incur certain liens, make certain loans, investments or acquisitions, issue certain redeemable stock and preferred stock, create or incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, merge, consolidate or transfer all or substantially all of our assets, pay or redeem subordinated debt or equity and amend our organizational documents. All of these limitations are subject to significant exceptions and qualifications. Nevertheless, the covenants to which we are subject could limit our ability to finance our future operations and capital needs and our ability to pursue business opportunities and activities that may be in our interest.

If we are unable to comply with these restrictions and covenants at times and to the extent they are applicable, including as a result of events beyond our control, we may risk an event of default under the Credit Agreement, which could accelerate the payment of any amounts then due and limit our ability to incur future borrowings. In addition, if we are unable to pay amounts due under the Credit Agreement or to fund other liquidity needs, such as future capital expenditures or contingent liabilities as a result of adverse business developments, increased pricing pressures or otherwise, we may be required to refinance all or part of our then-existing indebtedness, sell assets, reduce or delay capital expenditures or seek to raise additional capital. Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Inflation could adversely impact our business, financial condition, and results of operations.

Inflation in the United States and other jurisdictions in which we operate began to rise significantly in late 2021, although it has slightly improved in 2024 and 2025. The rise of, and uncertainty regarding, inflation is primarily believed to be the result of the economic impacts from the global COVID-19 pandemic, including related global supply chain disruptions, government stimulus packages, strong economic recovery and associated widespread demand for goods, as well as geopolitical conflicts (such as in Ukraine and the Middle East), and recently imposed, new or increased tariffs, among other factors. For instance, global supply chain disruptions have resulted in shortages in materials, which has led to inflationary cost increases for materials and energy, and could in the future cause further cost increases as well as scarcity of certain products. We have experienced, and may in the future experience, inflationary pressures in certain areas of our business, including with respect to employee wages, the cost of materials, transportation and energy, as well as performance and brand marketing expenses, store rents and build-out costs and other various

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professional and technology expenses. We cannot predict any future trends in the rate of inflation or associated increases in our operating costs or potential weakening of consumer spending power and how that may impact our business. To the extent we are unable to recover higher operating costs and a potential weakening of consumer spending power resulting from inflation, or otherwise mitigate the impact of such costs on our business, our revenues and gross profit margins could decrease and our business, financial condition, and results of operations could be adversely affected.

We are a holding company and depend upon our subsidiaries for our cash flows.

We are a holding company. All of our operations are conducted, and almost all of our assets are owned, by our subsidiaries. Consequently, our cash flows and our ability to meet our obligations depend upon the cash flows of our subsidiaries and the payment of funds by our subsidiaries to us in the form of dividends, distributions or otherwise. The ability of our subsidiaries to make any payments to us depends on its earnings, the terms of its indebtedness, including the terms of any credit facilities and legal restrictions. Any failure to receive dividends or distributions from our subsidiaries when needed could have a material adverse effect on our business, financial condition, and results of operations.

If we are unable to attract and retain qualified personnel, we may not be able to grow effectively or successfully operate our business.

Our success, including our ability to anticipate and effectively respond to changing trends, depends in part on our ability to attract and retain qualified personnel on our executive team, particularly our chief executive officer, and in our merchandising, engineering, marketing, design and other teams. Competition for qualified personnel is strong, and we cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel in the future or that the compensation costs of doing so will not adversely affect our operating results. If we are unable to retain, attract and motivate talented employees and members of senior management and our board of directors with the appropriate skills at cost-effective compensation levels or if changes to our business adversely affect morale or retention, we may not achieve our objectives and our business, financial condition, and results of operations could be adversely affected. In addition, the loss of one or more of our key personnel or the inability to promptly identify a suitable successor to a key role could have an adverse effect on our business. In particular, our Chief Executive Officer, Hali Borenstein, has unique and valuable experiences, being part of our team since 2014. If she were to depart or otherwise reduce her focus on our company, our business may be disrupted. We do not currently maintain key-person life insurance policies on any member of our senior management team or other key employees. We also may be unable to retain existing management, technical, sales and customer support personnel that are critical to our success, which could harm our customer and employee relationships, result in loss of key information, expertise or know-how or cause us to incur unanticipated recruitment, training and other costs, which could in turn harm our business, financial condition, and results of operations.

Risks Related to Our Supply Chain

We rely primarily on suppliers to provide materials for and to produce our products. Many of our products are manufactured by third parties and may be available, in the short term, from a limited number of sources, some of whom may be impacted by external factors. In 2025, our top five suppliers produced approximately 54% of our units. Our agreements with some suppliers may not adequately meet our volume and other production requirements, and we compete with other companies for raw materials and production.

We have experienced, and may in the future experience, a significant disruption in the supply of finished goods and raw materials from current sources and we may be unable to locate alternative suppliers of comparable quality at an acceptable price in time, or at all. In addition, if we experience significant increased demand or if we need to replace an existing supplier, we may be unable to locate additional supplies of raw

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materials or additional manufacturing capacity on terms that are acceptable to us, or at all, or we may be unable to locate any supplier with sufficient capacity to meet our requirements or to fill our orders in a timely manner. These issues and risks are increased as a result of our commitments to sustainability, including our use of specific materials and manufacturing processes and the sustainability requirements or expectations we impose on our suppliers, which generally limit the number of suppliers who could potentially satisfy our requirements. Identifying a suitable supplier is an involved process that requires us to become satisfied with its quality control, responsiveness and service, financial stability, environmental impact, labor practices, price, geographical location and ethical standards. Even if we are able to expand existing or find new manufacturing or materials sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers in our methods, products and quality control standards. Delays related to supplier changes could also arise due to an increase in shipping times if new suppliers are located farther away from our markets or from other participants in our supply chain or if an alternative shipping and transportation route is required, any of which could increase our overall environmental impact and which could also negatively impact our reputation and the carbon footprint scoring of our products. Additionally, geopolitical tensions have increased global shipping rates. Any delays, interruption or increased costs in the supply of materials or manufacture of our products could have an adverse effect on our ability to meet customer demand for our products and result in lower net revenue and income from operations both in the short and long term.

Further, our success depends on the quantity and quality of the finished products provided by our suppliers, which depends on the quantity and quality of the raw materials they receive from other supply chain partners. We may be unable to provide customers with the high-quality sustainable products they seek if our suppliers do not consistently produce high-quality products for us to sell. If returning customers are dissatisfied with their product experience due to defects in the materials or manufacturing of our products or other quality related concerns, then they may stop buying our products and may stop referring others to us, and we could experience an increase in the rate of product returns. If we are unable to retain returning customers and attract new customers due to quality issues that we fail to identify and remedy, our growth prospects would be harmed and our business could be adversely affected. If product quality issues are widespread or result in product recalls, our brand and reputation could be harmed, we could incur substantial costs and our financial condition, and results of operations could be adversely affected. While we carry product liability insurance, our insurance may not be adequate to cover all liabilities that we may incur in connection with product liability claims.

We have operations and do business in China, which exposes us to risks inherent in doing business there.

We use multiple third-party suppliers based primarily in China. With the rapid development of the Chinese economy, the cost of labor has increased and may continue to increase in the future. Furthermore, pursuant to Chinese labor laws, employers in China are subject to various requirements when signing labor contracts, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. Our results of operations will be materially and adversely affected if the labor costs of our third-party suppliers increase significantly. In addition, we and our suppliers may not be able to find a sufficient number of qualified workers due to the intensely competitive and fluid market for skilled labor in China.

Operating and doing business in China exposes us to political, legal and economic risks. In particular, the political, legal and economic climate in China, both nationally and regionally, and China’s relationship with the United States, is fluid and unpredictable. Our ability to operate and do business in China may be adversely affected by changes in U.S. and Chinese laws and regulations such as those related to, among other things, taxation, import regulations and export controls, tariffs, social media, environmental regulations, land use rights, intellectual property, currency controls, network security, employee benefits, hygiene supervision and other matters. For example, the Chinese Ministry of Commerce may investigate companies operating and doing business in China and may designate a company as an “Unreliable Entity” if it finds improper behavior or violations of market trading practices. Such designation may result in monetary fines, import and export restrictions, investment restrictions and reputational damage. In addition, there is risk of this designation being used as retaliation against companies that maintain intensive human rights diligence practices or are perceived to be boycotting products manufactured or sourced from certain regions, such as the Xinjiang region. If any of these events occur, our business, financial condition, and results of operations

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could be materially and adversely affected. Chinese trade regulations are also in a state of flux and we may become subject to other forms of taxation, tariffs and duties in China. Furthermore, the third parties we rely on in China may disclose our confidential information or intellectual property to competitors or third parties, which could result in the illegal distribution and sale of counterfeit versions of our products. If any of these events occur, our business, financial condition, and results of operations could be materially and adversely affected. Due to the uncertainty regarding the timing, content, and extent of any changes in policy and regulatory restrictions, we cannot assure you that we will successfully mitigate any negative impact, including any ability to continue to procure items or services from entities linked to China or other designated countries. Depending upon their duration and implementation, such executive or regulatory actions could result in a material adverse effect on our business, financial condition, and results of operations.

Failure of our suppliers to comply with our sustainability partner guide, contractual obligations, local laws and other standards could harm our business.

We work with suppliers, most of which are located outside of the United States, to manufacture our products. We require all of our suppliers, including cut, make and trim manufacturing partners to adhere to our sustainability partner guide and other social, environmental, health and safety standards. We also require these suppliers to comply with applicable standards for product safety. Notwithstanding their contractual obligations to comply with our policies and applicable laws and standards, and the annual independent third-party audits conducted of our direct cut, sew and finish partners, from time to time, suppliers may not comply with such standards or applicable local law or may fail to enforce such standards or applicable local law on their suppliers. Significant or continuing non-compliance with such standards and laws by one or more suppliers could harm our reputation or result in a product recall, contract termination and, as a result, could have an adverse effect on our business, financial condition, and results of operations. Similarly, agreements that we enter into with these suppliers generally do not require blanket exclusivity with us. As a result, some suppliers may be permitted to work with parties who could be deemed competitive, which could harm our business.

In addition, failure of one or more suppliers to comply with applicable laws and regulations and contractual obligations could lead to litigation against us or require us to initiate litigation to enforce our contracts, resulting in increased legal expenses and costs. Similarly, the failure of any such suppliers to provide safe and humane factory conditions and oversight at their facilities could damage our reputation with customers or result in legal claims against us or cause our merchandise to be detained or seized upon entry. For instance, the U.S. Uyghur Forced Labor Prevention Act of 2021 establishes a rebuttable presumption that goods made in whole or in part in China’s Xinjiang Uyghur Autonomous Region involve the use of forced labor and are prohibited from entry into the United States, and the U.S. government has identified cotton, rayon and apparel products as high priority sectors for enforcement. Similarly, the European Union recently adopted the EU Forced Labor Regulation, which will take effect in December 2027. In addition to reputational harm, supply chains with a potential nexus to forced labor create risk of detention or seizure of goods under these regulations. Any such non-compliance by our suppliers, product recalls or negative publicity regarding production methods, alleged practices or workplace or related conditions of any of our suppliers could adversely affect our brand image, result in lost sales, require us to divert resources to address and remediate these issues, expose us to legal claims and force us to locate alternative suppliers or delay production, any of which could have an adverse effect on our business, financial condition, and results of operations. Any of these issues with our contractors could have a greater negative impact on us, due to the importance of sustainability practices to our brand and business.

Our reliance on overseas suppliers, including those located in jurisdictions presenting an increased risk of bribery and corruption, exposes us to legal, reputational and supply chain risk through the potential for violations of federal and international anti-corruption law and sanctions and export controls.

Most of our products are derived from third-party supply and manufacturing partners in foreign countries and territories, including countries and territories perceived to carry an increased risk of corrupt business practices. We also have subsidiaries and/or employees and other agents working in several foreign countries and territories, including, but not limited to, the United Kingdom, Canada, and France. Our operations are subject to anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the

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U.S. Travel Act, the USA PATRIOT Act, the UK Bribery Act 2010 (the “Bribery Act”) and other anti-corruption and anti-money laundering laws in countries in which we conduct activities. The FCPA, the Bribery Act and other anti-corruption laws generally prohibit companies and their employees, agents, representatives, distributors, wholesale partners, other business partners, and third-party intermediaries from corruptly promising, authorizing, offering, providing, soliciting, or receiving, directly or indirectly, improper payments or anything of value to or from recipients in the public or private sector for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. Under the Bribery Act, a company may also be liable for failing to prevent a person associated with the company from committing a bribery offense. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable anti-corruption laws and regulations. We face significant risks if we or any of our directors, officers, employees, agents, or other partners or representatives fail to comply with these laws, and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties, which could adversely affect our reputation, business, financial condition, and results of operations.

While we have implemented policies and procedures relating to anti-bribery and anti-corruption compliance, our employees, agents, representatives, distributors, wholesale partners, other business partners, third-party intermediaries, and companies to which we outsource certain of our business operations may take actions in violation of our policies and applicable law, for which we may be ultimately held responsible and which could lead to an adverse effect on our reputation, business, financial condition, and results of operations.

Our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, such as those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the United Kingdom, and the European Union; as well as export control and import control laws and regulations, such as the U.S. Export Administration Regulations administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations administered by the U.S. Department of State, and U.S. Customs and Border Protection regulations. Economic sanctions and export control laws and regulations may prohibit or restrict transactions, including the shipment of certain products and services, to embargoed, sanctioned or restricted countries, governments, and persons, as well as shipments for certain end uses (e.g., military end uses). Furthermore, our global operations expose us to the risk of violating, or being accused of violating, economic and trade sanctions laws and regulations and export controls laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees may be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, disgorgement of profits, injunctions and debarment from government contracts, fines that may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers, and other remedial measures. Investigations of alleged violations can be expensive and disruptive. Despite our compliance efforts and activities we cannot assure compliance by our employees or representatives for which we may be held responsible, and any such violation could materially adversely affect our reputation, business, financial condition, and results of operations.

Violations of the FCPA, the Bribery Act, or other applicable anti-corruption laws or anti-money laundering laws, or sanctions and export controls, or even an allegation of such a violation, could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, profit disgorgement, severe criminal or civil sanctions, securities litigation and other consequences, which could have an adverse effect on our business, financial condition, and results of operations. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Price volatility in the cost of raw materials, or other costs for our suppliers, could increase our cost of goods and cause our business, financial condition, and results of operations to suffer.

Our suppliers’ costs are affected by, among other things, weather, port closures, strikes and labor shortages, geopolitical events, fluctuations in consumer demand, interest rates, inflation, commodity prices,

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currency valuation and energy prices, and other factors that are generally unpredictable and beyond our control. In addition, the imposition of new tariffs or increases in existing tariffs on goods imported from countries where our suppliers obtain raw materials could result in increased costs for the products we sell. We have in the past been affected, and may in the future be affected, by volatility in the prices of principal raw materials required to make our products. Further, if carbon pricing measures are implemented, then the price of raw materials and commodities could increase. Increases in the cost of raw materials have had, and could continue to have, a material adverse effect on our cost of revenue, financial condition, results of operations and cash flows. As a result, this may have an impact on pricing of our products, which could adversely impact demand for our products by our customers.

We rely on several air freight, ocean and “less than truckload” carriers to deliver the products we sell. If we are not able to negotiate acceptable pricing and other terms with these providers, or if these providers experience performance problems or other difficulties in processing our orders or delivering our products to customers, or delivering our products to us, it could negatively impact our business, financial condition, results of operations and our customers’ experience. Changes to the terms of our shipping arrangements or the imposition of surcharges or surge pricing may adversely impact our margins and profitability. For example, volatility in the global oil markets, including as a result of Russia’s invasion of Ukraine, ongoing conflict in the Middle East and other wars or armed conflicts, and changes in global supply generally, have from time to time resulted in higher fuel prices, which shipping partners have from time to time passed on to their customers by way of increased fuel surcharges. In addition, our ability to receive inbound inventory efficiently and ship products to customers may be negatively affected by factors beyond our and these providers’ control, including pandemics, weather, fire, flood, power loss, earthquakes, acts of war or terrorism or other events specifically impacting other shipping partners, such as labor disputes, financial difficulties, system failures and other disruptions to the operations of the shipping companies on which we rely. We have in the past experienced, and may in the future experience, shipping delays for reasons outside of our control. We are also subject to risks of damage or loss during delivery by our shipping providers. If the products ordered by our customers are not delivered in a timely fashion, including to international customers, or are damaged or lost during the delivery process, our customers could become dissatisfied and cease buying products from us, which would adversely affect our business, financial condition, and results of operations.

Currently, most of our suppliers are located outside of the United States, with approximately 51% of our units made in Asia, 14% in Mexico, 10% in Europe and 5% in South America in 2025. As a result of our global supply chain, we are subject to risks associated with doing business abroad, including, but not limited to:

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political unrest, terrorism, geopolitical events, war and other violent conflicts, labor disputes and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;

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the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds, particularly new or increased tariffs imposed by the United States on imports from countries where our products are manufactured, including, for example, China, Mexico and Brazil;

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greater challenges and increased costs with enforcing and periodically auditing or reviewing our suppliers’ compliance with our sustainability partner guide, including their labor and sustainability practices, given that their facilities are located outside of the United States;

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reduced protection for intellectual property rights, including trademark protection, in some countries, particularly China;

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disruptions in operations due to global, regional or local public health crises, including pandemics, or other emergencies or natural disasters;

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disruptions or delays in shipments; and

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changes in local economic conditions in countries where our suppliers or customers are located.

These and other factors beyond our control could interrupt our suppliers’ production, influence the ability of our suppliers to export our products cost-effectively or at all and inhibit our suppliers’ ability to procure certain materials, any of which could harm our business, financial condition, and results of operations.

Our business is subject to the risk of supplier concentration.

We depend significantly on a limited number of third-party suppliers for the sourcing of the vast majority of our products. For example, in 2025, our top ten suppliers accounted for approximately 76% of units. As a result of this concentration in our supply chain, our business and operations would be negatively affected if our suppliers in China or any of our other key suppliers were to experience a significant disruption affecting the price, quality, availability or timely delivery of products. For example, in 2025, we reallocated our manufacturing to mitigate tariff impacts, successfully reducing our single-country exposure to China by 19%, though we remained dependent on Chinese manufacturing for approximately 32% of units. The partial or complete loss of these key suppliers, or a significant adverse change in our relationship with any of these suppliers, could result in lost sales, added costs and distribution delays that could harm our business, reputation and customer relationships. In addition, as a result of our commitments to sustainability, including our use of specific materials and manufacturing processes and the sustainability requirements we impose on our suppliers, there are generally fewer suppliers who could potentially satisfy our requirements without substantial lead time or without requiring us to incur much higher costs, so we may be unable to replace a key supplier without substantial time and expense.

If we do not successfully optimize, operate and manage our global network of Company-operated and third-party owned and operated logistics and distribution centers, our business, financial condition, and results of operations could be harmed.

Our success depends on our global logistics and distribution network. Currently, we rely predominantly on our company-operated warehouse and distribution facility in Vernon, California (the “Vernon Facility”) and on a third-party distribution center in Europe to store our finished products and distribute our products to customers and wholesale partners. Our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies and growth, particularly in international markets, depends on the proper operation of these distribution centers, the development or expansion of additional distribution capabilities and the timely performance of services by third parties (including those involved in shipping product to and from our own company-operated distribution center). If we continue to add new third-party logistics providers, require them to expand their fulfillment, distribution and warehouse capabilities, including adding additional locations in new countries, adding product categories with different fulfillment requirements or changing the mix of products that we sell, our global logistics and distribution network will become increasingly complex and operating it will become more challenging for us and our logistics partners.

The expansion and growth of our logistics and distribution center network may put pressure on our managerial, financial, operational and other resources. In addition, we may be required to expand our capacity sooner than we anticipate. If we are unable to secure new or expand existing third-party distribution centers to meet our future needs, our order fulfillment and shipping times may be delayed and our business, financial condition, and results of operations could be adversely affected. Our company-operated distribution facility and the third-party owned and operated logistics and distribution center we rely on could be interrupted by issues beyond our control, including IT problems, technical disruptions, disasters such as earthquakes or fires or outbreaks of disease or government actions taken to mitigate their spread. For example, during the COVID-19 pandemic, we as well as logistics providers that we rely on, faced staffing shortages, which impacted our business, impacted their business, and resulted in delayed shipping and delivery times. Any significant failure in our company-operated distribution center or our third-party logistics partner in Europe could result in an adverse effect on our business, financial condition, and results of

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operations. We maintain business interruption insurance, which covers our retail stores and the Vernon Facility, but it may not adequately protect us from all adverse effects caused by significant disruptions in our logistics and distribution processes and does not cover disruptions at our third-party distribution center in Europe.

In 2025, we moved over 90% of our product through the Vernon Facility and consider having a Los Angeles-based company-operated distribution center as critical to our operations. In October 2025, we opened a new 185,000 square foot automated warehouse and distribution center in close proximity to our prior facility in Vernon, California. In connection with the relocation of our distribution center, we vacated our prior facility in Vernon, California. We have sublet the prior facility to a third-party subtenant through the end of our lease term in August 2026. The transition has, and will continue to, put near-term pressure on our managerial, financial, operational and other resources. If we do not have sufficient fulfillment capacity or experience a problem fulfilling orders in a timely manner as a result of the transition, our customers may experience delays in receiving their purchases, which could harm our brand, reputation and our relationship with our customers and cause our business, financial conditions and results of operations to suffer. Further, if we grow faster than we anticipate, we may exceed our new distribution center capacity sooner than we anticipate, we may experience problems fulfilling orders in a timely manner or our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers, and we would need to increase our capital expenditures more than anticipated. Many of the expenses and investments with respect to our distribution center are fixed, and any expansion of our distribution center will require additional investment of capital. We may need to incur higher capital expenditures in the future for our distribution center operations. We may incur such expenses or make such investments in advance of expected sales, and such expected sales may not occur.

Risks Related to Intellectual Property, Information Technology, Data Security and Privacy

Any material disruption of our IT systems or unexpected network interruption could disrupt our business and reduce our sales.

We are increasingly dependent on IT networks and systems to market and sell our products, to manage a variety of business processes and activities and to comply with regulatory, legal and tax requirements. We also rely on a number of third parties to help us effectively manage these systems. For example, we depend on IT systems and such third-party service providers to operate our website, process transactions online and in our stores, respond to customer inquiries, manage inventory, purchase, sell and ship goods on a timely basis and maintain cost-efficient operations. We also depend on our IT infrastructure for digital marketing activities and for electronic communications among our personnel, customers and suppliers around the world. Our website may be susceptible to a variety of interruptions or outages, including those caused by damage, disruptions, slowdowns or shutdowns due to failures during the process of upgrading or replacing software, databases or components, fire, flood, power outages, hardware failures, terrorist attacks, acts of war, break-ins, earthquakes and other catastrophic events.

Due to the importance of our website and internet-related operations, we are vulnerable to website downtime and other technical failures, which may be outside of our control. Further, any slowdown or material disruption of our systems, or the systems of our third-party service providers, or our website could disrupt our ability to track, record and analyze the products that we sell and could negatively impact our operations, shipment of goods and our ability to process financial information and transactions, receive and process customer orders or engage in normal business activities. Our third-party technology providers may also change their policies, terms or offerings from time to time, may fail to introduce new features and offerings that meet our needs as we expand or may cease to provide services to us on favorable terms, or at all, which could require us to adjust how we use our IT systems, including our website, or switch to alternative third-party service providers which could be costly, cause interruptions and could ultimately adversely affect our business, financial condition, results of operations and growth prospects. Furthermore, we could experience delays in reporting our financial results.

We use proprietary software in our technology infrastructure, including the custom-built applications that power our Retail X™ physical store experiences, such as our touchscreen discovery, digital dressing rooms, and proprietary checkout systems. In addition, all of our retail stores are entirely internet dependent.

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Our proprietary software may contain undetected errors or vulnerabilities, some of which may be significant and may only be discovered after the software has been implemented in our production environment. In addition, we seek to continually update and improve our software and we may not always be successful in executing these upgrades and improvements and the operation of our systems may be subject to slowdown or failure. For example, in the past we have experienced minor slowdowns and/or impaired functionality while updating our website. Moreover, new technologies or infrastructures may not be fully integrated with existing systems on a timely basis, or at all. Any errors or vulnerabilities discovered in our software after implementation or release could result in damage to our reputation, loss of customers, exploitation by bad actors resulting in data breaches or unauthorized modification of our software, disruption to our digital channels, loss of revenue or liability for damages, any of which could adversely affect our business, financial condition, results of operations and growth prospects. Further, since many of our stores leverage our proprietary Retail X™ technology, any outages, slowdowns or interruptions in the operation of this technology could disrupt store operations or negatively impact our ability to process financial information and transactions, any of which may similarly result in an adverse effect on our reputation, business, financial condition, results of operations and growth prospects.

Additionally, if we expand our use of third-party services, including cloud-based services, our technology infrastructure may be subject to increased risk of slowdown or interruption as a result of integration with, or subsequent dependence on, such services and/or failures by such third parties, which are out of our control. Our net revenue depends, in part, on the number of visitors who shop on our website and the volume of orders we can handle. Unavailability of our website or reduced order fulfillment performance would reduce the volume of goods sold and could also adversely affect consumer perception of our brand. In addition, continued growth in our transaction volume, as well as surges in online traffic and orders associated with promotional activities, place additional demands on our technology platform and could cause or exacerbate slowdowns or interruptions. If there is a substantial increase in the volume of traffic on our website or the number of orders placed by customers, we will be required to further expand, scale and upgrade our technology, transaction processing systems and network infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our website or expand, scale and upgrade our technology, systems and infrastructure to accommodate such increases on a timely basis. In order to remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our website and underlying technology infrastructure, which is particularly challenging given the rapid rate at which new technologies, consumer preferences and expectations and industry standards and practices are evolving in the e-commerce industry. These types of activities subject us to inherent costs and risks associated with replacing and changing these systems, including impairment of our ability to fulfill customer orders, potential disruption of our internal control structure, capital expenditures, additional administration and operating expenses, acquisition and retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time, the introduction of errors or vulnerabilities and other risks and costs of delays or difficulties in transitioning to or integrating new systems into our current systems. Our or our third-party vendors’ inability to continue to update, improve and scale our website and the underlying technology infrastructure (including upgrades to or replacement of legacy systems with successor systems or building new policies, procedures, training programs and monitoring tools) could harm our reputation and our ability to acquire, retain and serve our customers, which could adversely affect our business, financial condition, and results of operations.

Further, we endeavor to continually upgrade existing technologies and business applications, and we may be required to implement new technologies or business applications in the future. The implementation of upgrades and changes requires significant investments. Our results of operations may be affected by the timing, effectiveness and costs associated with the successful implementation of any upgrades or changes to our systems and infrastructure.

Our failure or inability to obtain, maintain, protect and enforce our intellectual property rights could diminish the value of our brand and weaken our competitive position.

Our business depends to a significant degree on our ability to obtain, maintain, protect and enforce our intellectual property rights, including those in our brand. We rely on a combination of trademark, trade dress, trade secret, copyright, patent and unfair competition laws, as well as confidentiality agreements and other contractual arrangements, to establish and protect our intellectual property rights. While it is our

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policy to take actions designed to protect and defend our rights to our intellectual property, we cannot be certain that the protective measures we have taken or plan to take will be sufficient or successful to deter misappropriation or other violation of, or otherwise protect, our intellectual property rights. In fact, notwithstanding these efforts, we regularly face the imitation of our brand, the manufacture and distribution of “knock-off” and counterfeit products, and misappropriation of our brand and product names. We may not be able to detect these unauthorized uses of, or take appropriate steps to enforce, our intellectual property rights. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could result in an adverse effect on our business, financial condition, and results of operations.

We rely on our trademarks and trade names to distinguish our products from the products and services of our competitors, and have registered or applied to register our key trademarks in jurisdictions that are material to our business. While we have applied for and obtained certain U.S. and foreign intellectual property registrations, we cannot guarantee that any of our pending applications will be approved by the applicable governmental authorities. For instance, some of our trademark applications may not be approved by the applicable governmental authorities because they are determined to lack sufficient distinctiveness and, even if approved, may be challenged by third parties for this same reason. Moreover, even if these applications are approved, third parties from time to time have, and may in the future, seek to oppose or otherwise challenge these registrations or other of our intellectual property rights.

In addition, third parties from time to time have infringed, and may again in the future infringe, on our intellectual property rights. As a result, we from time to time have expended, and may again in the future expend, significant time and resources to defend or enforce our rights, including, by way of example, against third parties infringing our trademarks and selling products that violate our copyrights. AI technologies may also impact our ability to protect our own data and intellectual property against infringing use. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, and if such defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property rights. Our inability to protect our intellectual property rights could delay further sales or the implementation of our offerings and capabilities or injure our reputation.

In addition, effective trademark, copyright, trade secret and other intellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not protect our intellectual property rights to the same extent as in the United States, and it may be more difficult for us to successfully challenge the use of our intellectual property rights by other parties in these countries. We may also encounter jurisdictions in which one or more third parties have pre-existing trademark registrations that may prevent us from registering our own marks in those jurisdictions, which could adversely affect our ability to effectively operate our business or market certain products. If we fail to protect and maintain our intellectual property rights, the value of our brand could be diminished and our competitive position may suffer.

Operating our business and platform involves the collection, storage and transmission of a variety of sensitive information, such as names, phone numbers, mailing and billing addresses and email addresses and other similar personal information, which we may share with our third-party service providers. We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT systems and sensitive information. In an effort to protect sensitive information, we rely on a variety of security measures, but advances in computer capabilities, increasingly sophisticated tools and methods used by hackers and cyber terrorists, new discoveries in the field of cryptography, advances in AI that circumvent security controls, evade detection and remove forensic evidence, or other developments may result in our or our third-party service providers’ failure or inability to detect cyberattacks or failure or inability to adequately protect sensitive information. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT systems and sensitive information and remediating any identified gaps.

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We are also vulnerable to hacking, malware, supply chain attacks, computer viruses, unauthorized access and various other attacks by computer hackers (such as phishing or social engineering attacks, ransomware attacks, credential stuffing attacks, denial-of-service attacks, exploitation of software vulnerabilities, misconfigurations, “bugs” or other vulnerabilities in commercial software that is integrated into our or our service providers’ IT systems, products or services and other real or perceived cyberattacks) as well as cybersecurity incidents caused by telecommunication failures, user or technological errors or intentional or accidental actions or inactions by users with authorized access to our systems. Additionally, certain functional areas of our workforce operate in a “hybrid” or fully remote work environment, which has heightened the risk of these potential vulnerabilities. Any of these issues could lead to interruptions or shutdowns of our platform, loss or corruption of data or unauthorized access to, or disclosure of, sensitive information. Cyberattacks could also result in the theft of our intellectual property or sensitive information of our business partners and suppliers, damage to our IT systems or disruption of our ability to make financial reports and other public disclosures required of public companies. We have been subject to attempted cyber, phishing or social engineering attacks in the past and may continue to be subject to such attacks and other cybersecurity incidents in the future. While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. We and our third-party service providers may not have the resources or technical sophistication to anticipate or prevent all such cyberattacks or mitigate such incidents. Moreover, techniques used to obtain unauthorized access to systems change frequently and may not be known until launched against us or our third-party service providers. Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent actions by our employees, our third-party service providers or their personnel.

Any adverse impact to the availability, integrity or confidentiality of our IT systems or sensitive information can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration or remediation and future compliance costs. If we or our third-party service providers experience, or are believed to have experienced, security breaches that result in website performance or availability problems or the loss or corruption of, or unauthorized access to or disclosure of, sensitive information, customers may become unwilling to provide us the information necessary to make purchases on our website. Returning customers may also decrease or stop their purchases altogether. We may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in the European Union and United Kingdom and all 50 U.S. states may require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data security breach. Complying with such numerous and complex regulations in the event of a data security breach would be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and additional liability. We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident involving our IT systems or sensitive information will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

Furthermore, we may be required to disclose personal information pursuant to demands from individuals, privacy advocates, regulators, government agencies and law enforcement agencies in various jurisdictions with conflicting privacy and data protection laws and regulations. Any disclosure or refusal to disclose personal information may result in a breach of privacy and data protection policies, contractual terms, notices, laws, rules, court orders and regulations and could result in proceedings or actions against us in the same or other jurisdictions, damage to our reputation and brand and inability to provide our products to customers in certain jurisdictions. Additionally, changes in the laws and regulations that govern our collection, use and disclosure of customer data could impose additional requirements with respect to the retention and security of customer data and could limit our marketing activities. Any or all of the foregoing could materially adversely affect our business, operating results, and financial condition.

Third parties may initiate legal proceedings alleging that we are infringing, misappropriating, diluting or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition, and results of operations.

Our commercial success depends in part on our ability to operate without infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties. As we face increasing

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competition, gain greater public recognition and expand the number of products we offer, the possibility of intellectual property infringement and other similar claims against us grows. Any claim or litigation alleging that we have infringed, misappropriated, diluted or otherwise violated intellectual property rights of third parties, with or without merit, and whether or not settled out of court or determined in our favor, could be time consuming, costly to address and resolve and could divert the time and attention of our management and technical workforce. Such claims may be made by third parties seeking to obtain a competitive advantage, including non-practicing entities or individuals with no relevant product sales and, therefore, our patents, copyrights, trademarks and other intellectual property rights may provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. Additionally, some third parties, including those with substantially greater human and financial resources than we have, are able to sustain the costs and workload of complex intellectual property litigation to a greater degree and for longer periods of time than we could. As part of such litigations, third parties may seek, and we may become subject to, preliminary or provisional rulings in the course of any such litigation, including injunctions requiring us to change our products or even cease the commercialization of our products entirely. Moreover, the outcome of any litigation is inherently uncertain, and there can be no assurances that favorable final outcomes will be obtained in all cases. If any litigation to which we are a party is resolved adversely, we may be subject to unfavorable judgments that may not be reversed upon appeal, including being required to pay substantial monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property rights and being subject to a permanent injunction.

We may decide to settle such lawsuits and disputes, and those settlements may be on terms that are unfavorable to us. The terms of such a settlement may require us to cease some or all of our operations or pay substantial amounts to the other party. Even if we have an agreement requiring a party to indemnify us against any damages and costs, the indemnifying party may be unable or unwilling to uphold its contractual obligations. Further, our liability insurance may not cover potential claims of this type adequately or at all. In addition, we may have to seek a license or other rights to continue practices found to be in violation of a third-party’s rights. If we are required, or choose to enter into licensing or other similar arrangements, these arrangements may not be available on reasonable terms, or at all, and as a result, may significantly increase our operating costs and expenses. Such arrangements may also only be available on a non-exclusive basis, such that third parties, including our competitors, could have access to use the same intellectual property to compete with us. We may also have to rebrand or redesign our products so they do not infringe, misappropriate or otherwise violate third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our products may not be available for commercialization or use. If we cannot rebrand or redesign our products in a non-infringing manner or obtain a license for any allegedly infringing aspect of our business, we would be forced to limit our products and may be unable to compete effectively.

In addition, in any intellectual property proceeding against us or that we assert against a third party, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common stock. Such litigation or proceedings could substantially increase our expenses and reduce the resources available for development activities or any future sales, marketing or distribution activities. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. Any of the foregoing, and any unfavorable resolution of such disputes and litigation, could have an adverse effect on our business, financial condition, results of operations and prospects.

We are subject to federal, state or foreign laws and regulations as well as our contractual obligations and industry requirements relating to privacy, data protection and customer protection; the expansion of current or the enactment of new laws and regulations relating to privacy, data protection and customer protection, or failure to comply with those laws or obligations, whether or not inadvertent, could materially adversely affect our business, financial condition, and results of operations.

We collect and maintain significant amounts of data, including personal information related to our customers and employees, and we face risks inherent in handling large volumes of data, transferring such data to third parties, processing such data for tracking and marketing purposes (or providing such data to

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third parties for tracking and marketing purposes) and protecting the security of such data. Our or our third-party service providers’ actual or perceived failure to comply with any federal, state or foreign laws and regulations or applicable industry standards that govern or apply to our collection, use, retention, sharing and security of data, or any failure or perceived failure by us or any of our third-party service providers to protect such data that they may maintain on our behalf, could result in enforcement investigations and actions that require us to change our business practices in a manner that may negatively impact our revenue, result in indemnity obligations to our customers, distract our management, increase our costs of doing business, as well as expose ourselves to litigation (such as class actions), fines, civil and/or criminal penalties and adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation and business (including our brand) in a manner that harms our financial position, results in a loss of customers and suppliers or an inability to process credit card payments and may result in the imposition of monetary penalties.

Various local, state, federal and international laws, directives and regulations apply to our collection, use, retention, protection, disclosure, transfer and processing of personal information, such as privacy and data protection laws and regulations. Such laws and regulations are increasing in number and complexity and are being adopted and amended with greater frequency, which could result in greater compliance risk and cost. Despite our efforts to comply with applicable laws and regulations relating to privacy and data protection that apply to us, including the European Union’s General Data Protection Regulation (the “EU GDPR”) and the United Kingdom General Data Protection Regulation and Data Protection Act 2018, which operates alongside the United Kingdom’s Data Use and Access Act 2025, a separate law introducing reforms to the UK’s data protection and cybersecurity framework (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”) and various laws and regulations in Canada, the United States and other countries in which we operate, the interpretation and application of such laws and regulations are subject to uncertainty and continue to evolve in ways that could be inconsistent with our interpretation and practice. In such cases, we may be ordered to change our data practices, including to stop any allegedly non-compliant activity, be subject to fines or penalties, lawsuits and/or adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation and business (including our brand) in a manner that harms our financial position, or results in a loss of customers and suppliers. Complying with these dynamic laws has caused and could continue to cause us to incur substantial costs and expend significant resources, which could have an adverse effect on our business, financial condition, and results of operations.

In the United States, both federal and various state governments have adopted, or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices. For example, California enacted the California Consumer Privacy Act (the “CCPA”), which went into effect on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as statutory damages and a private right of action for data breaches that is expected to increase data breach litigation. Further, in November 2020, California voters passed the California Privacy Rights Act (the “CPRA”). The CPRA took effect on January 1, 2023 and creates obligations with respect to certain data relating to consumers as of January 1, 2022, significantly expands the CCPA, including by introducing additional obligations such as data minimization and storage limitations and granting additional rights to consumers, such as correction of personal information and additional opt-out rights, and creates a new entity, the California Privacy Protection Agency, to implement and enforce the law. Personal information we handle may be subject to the CCPA and CPRA, which may increase our compliance costs and potential liability. Similar laws have been passed or are being considered in a majority of states, reflecting a trend toward more stringent privacy legislation in the United States. In addition to fines and penalties that may be imposed for failure to comply with state law, some states also provide for private rights of action to customers for misuse of or unauthorized access to personal information. The enactment of these laws could have potentially conflicting requirements and be subject to potentially conflicting interpretations that would make compliance challenging and expose us to additional liability.

Certain requirements from our third-party technology and platform providers may also cause us to modify our offerings due to privacy concerns or negatively affect our net revenue due to reduced availability of information about consumers. For example, starting in Apple iOS 14.5, apps in the Apple App Store

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are required to request user permission to track users across apps and websites owned by third parties for advertising and measurement purposes. Google introduced a similar feature in early 2022. Changes like this may reduce the quality of the data and related metrics that can be collected or used by us and/or our partners, and could significantly inhibit the effectiveness of our targeted advertising and related activities. In addition, Apple recently introduced updates to Apple Mail, including automated inbox categorization, sender-level grouping and AI-generated email previews. These features may reduce the visibility and engagement rates of our email communications, thereby adversely affecting our ability to reach customers effectively through the email channel.

In addition to risks posed by evolving data privacy laws and regulations, we could be subject to claims alleging violations of long-established federal and state privacy and consumer protection laws, including those related to telephone and email communications with consumers. As an example, the Telephone Consumer Protection Act (the “TCPA”) is a federal law that imposes significant restrictions on the ability to make telephone calls or send text messages to mobile telephone numbers without the appropriate consent of the person being contacted, and the applicable consent and revocation requirements have become increasingly complex and subject to evolving regulatory interpretation. The TCPA provides for substantial statutory damages for violations, which has generated extensive class action litigation. In addition, class action plaintiffs in the United States are employing novel legal theories to allege that federal and state eavesdropping/wiretapping laws and state constitutions prohibit the use of analytics technologies widely employed by website operators to understand how their users interact with their services. Despite our compliance efforts, our use of text messaging communications or similar analytics technologies could expose us to costly litigation, government enforcement actions, damages and penalties, whether or not they have merit, which could adversely affect our business, financial condition, and results of operations.

Outside of the United States, certain foreign jurisdictions, including the European Economic Area (the “EEA”) and the United Kingdom, have laws and regulations which are more restrictive in certain respects than those in the United States. We are subject to the GDPR, which imposes comprehensive data privacy compliance obligations in relation to our collection and use of data relating to an identifiable living individual or “personal information” including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of personal information out of the EEA and the UK.

Since we are under the supervision of relevant data protection authorities in both the EEA and the UK, we may be fined under both the EU GDPR and UK GDPR for the same breach. Failure to comply with EU GDPR and UK GDPR may result in significant penalties for non-compliance of up to the greater of €20 million/ £17.5 million or 4% of an enterprise’s global annual revenue. In addition to the foregoing, a breach of the GDPR could result in regulatory investigations, reputational damage, orders to cease or change our processing of data, enforcement notices and/or assessment notices (for a compulsory audit). Since the GDPR confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations, we may also face civil claims, including representative actions and other types of litigations that are similar to class action in the U.S. (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources and reputational harm.

Following the United Kingdom’s departure from the European Union, commonly known as “Brexit,” the data protection obligations under the EU GDPR continue to apply in the United Kingdom in a largely unchanged form through the “UK GDPR.” The UK GDPR operates alongside the United Kingdom Data Protection Act 2018, which incorporates certain derogations from the UK GDPR into United Kingdom law. Under the UK GDPR, companies outside the United Kingdom that process personal information related to offering goods or services to, or monitoring the behavior of, individuals in the United Kingdom are subject to the UK GDPR. The requirements of the UK GDPR are currently very similar to those of the EU GDPR. The government of the United Kingdom adopted reforms to its data privacy and cybersecurity legal framework in its Data Use and Access Act 2025, which became law on June 19, 2025 (phasing in between June 2025 and June 2026). In 2026, the United Kingdom’s Information Commissioner’s Office launched a consultation on draft guidance concerning automated decision-making, including profiling, reflecting changes to the UK GDPR introduced by the Data Use and Access Act 2025. These developments,

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and any resulting guidance or enforcement activity, may further affect how we use automated decision-making tools and could increase our compliance obligations and regulatory risk. Compliance with the UK GDPR and any divergences from the EU GDPR and other changes in laws or regulations associated with the enhanced protection of certain types of personal information, such as sensitive information, may increase our privacy compliance obligations and risk of regulatory action for non compliance. Brexit also affects the transfer of personal information between the United Kingdom and the EEA, and vice versa. The GDPR may increase our responsibility and liability concerning the personal information we process when such processing is subject to the GDPR, and we may need to implement additional mechanisms to ensure compliance with the GDPR, including additional mechanisms required by individual countries.

We may also be subject to European Union regulations regarding cross-border transfers of personal information outside the EEA. Transfers of personal information between the United Kingdom and the EEA are currently unrestricted and do not require additional safeguards, as the EEA has formally recognized the United Kingdom’s data protection regime as “adequate,” and the United Kingdom has reciprocally approved the adequacy of the European Union’s data protection standards. Consequently, personal information transfers between the EEA and the United Kingdom remain unrestricted and do not necessitate any additional safeguards. However, the European Union’s adequacy decision concerning the United Kingdom is subject to regular review and may be revoked if the United Kingdom’s data protection laws deviate from their current standards. While the risk is considered low, failure by the European Commission to renew the United Kingdom’s adequacy decision could require us to implement alternative data transfer mechanisms, increasing compliance costs and legal complexity. This may disrupt United Kingdom-EEA data flows and affect our cross-border operations.

Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal information from the EEA to the United States. In July 2020, the European Union-United States Privacy Shield was declared an invalid personal information transfer mechanism between the European Union and the U.S. and in June 2021, the European Commission published a new set of standard contractual clauses (“New SCCs”), which apply to the transfer of personal information outside of the European Union to a country not approved by the European Union as providing an adequate level of protection for the processing of personal information. The New SCCs must be used for all relevant transfers of personal information outside the EEA since December 27, 2022. Since then, on July 11, 2023, the European Commission determined that the European Union-United States Data Privacy Framework, a new mechanism for transferring personal information from the EEA to the United States, ensures a level of protection for personal information transferred from the EEA to the U.S., comparable to that within the European Union. Similarly, the United Kingdom has approved an extension to this framework, which came into force on October 12, 2023. However, this decision may face legal challenges and such challenges may focus on the adequacy of U.S. redress mechanisms and surveillance safeguards, particularly under the standards set by the Court of Justice of the European Union in relation to the European Union-U.S. Privacy Shield. Additionally, on March 21, 2022, the United Kingdom implemented its own international data transfer agreement (“IDTA”) and an addendum to the New Standard Contractual Clauses (“UK Addendum”). For all contracts involving the transfer of data originating from the United Kingdom entered into after September 21, 2022, organizations are required to use either the IDTA or the New SCCs together with the UK Addendum. Existing contracts that rely on standard contractual clauses for transferring United Kingdom-originated data were required to be updated to comply with the IDTA or the New SCCs along with the UK Addendum by March 21, 2024. We may make use of the New SCCs and the UK Addendum, as relevant, to transfer personal information outside the EEA and the United Kingdom with respect to both intragroup and third party transfers. We expect the existing legal complexity and uncertainty regarding international personal information transfers to continue, which could increase compliance burdens, disrupt data-dependent operations or expose us to regulatory risk. The GDPR, as well as other laws and/or regulations concerning privacy and data protection, increase our compliance obligations, affect our collection, processing, retention and transfer of personal information and reporting obligations (including in respect of personal information security breaches), and provide for increased penalties for non-compliance.

As the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, we may be required to expend significant resources to update our contractual arrangements and to comply with such obligations. Further, our third-party service providers may also be affected by these changes. In addition to other impacts, we may experience additional costs to comply with these changes and

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we and our customers face the potential for regulators in the EEA or the United Kingdom to apply different standards to the transfer of personal information to the United States and other non-EEA countries and to block or require ad hoc verification of measures taken with respect to certain data flows to the United States and other non-EEA countries. We also may be required to engage in new contract negotiations with third parties that aid in processing data on our behalf, to the extent that any of our service providers or consultants have been relying on invalidated or insufficient contractual protections for compliance with evolving interpretations of and guidance for cross-border data transfers pursuant to the GDPR. In such cases, we may not be able to find alternative service providers, which could limit our ability to process personal information from the EEA or the United Kingdom and increase our costs. We may also be required to renegotiate contracts with third-party vendors or sub-processors, particularly where evolving regulatory standards render existing safeguards insufficient or unenforceable under applicable data transfer laws.

These recent developments may require us to review and amend the legal mechanisms by which we make and/or receive personal information transfers to/in the United States. As supervisory authorities issue further guidance on personal information export mechanisms, including circumstances where the standard contractual clauses cannot be used and/or start taking enforcement action, we could suffer additional costs, complaints and regulatory investigations or fines and if we are otherwise unable to transfer personal information between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations and could adversely affect our business, financial condition, and results of operations.

We depend on a number of third parties in relation to the operation of our business, a number of which process personal information on our behalf. There can be no assurances that the privacy and security-related measures and safeguards we have put in place in relation to these third parties will be effective to protect us and/ or the relevant personal information from the risks associated with the third-party processing, storage and transmission of such data. Any violation of data or security laws, or of our relevant measures and safeguards, by our third party processors could have a material adverse effect on our business, result in applicable fines and penalties, damage our reputation, and/ or result in civil claims.

Further, in the EEA and UK, regulators continue to focus on compliance with requirements in the online behavioral advertising ecosystem, including cookies and e-marketing, and current national laws that implement the Privacy and Electronic Communications Directive (“ePrivacy Directive”). Although the European Union recently withdrew its plans to enhance the ePrivacy Directive, the existing rules still impose strict obligations regarding user consent for electronic communications, including cookies, direct marketing and other online tracking technologies. Failure to comply with these requirements could result in regulatory enforcement actions, significant fines and reputational harm. In the European Union and United Kingdom, informed consent is required for the placement of certain cookies or similar tracking technologies on an individual’s device and for direct electronic marketing. Consent is tightly defined and includes a prohibition on pre-checked consents and a requirement to obtain separate consents for each type of cookie or similar technology. Under the applicable laws, authorities in EEA and UK states have the power to impose substantial financial penalties for non-compliance. Additionally, enforcement trends indicate an increasing scrutiny of consent mechanisms, particularly regarding the validity of user consents and the transparency of data collection practices. Any changes in the interpretation or enforcement of the ePrivacy Directive could impact our European operations and require additional compliance efforts, potentially increasing costs and limiting our ability to collect and process customer data for business purposes.

Although we are not a designated “gatekeeper” or online platform under the Digital Markets Act (“DMA”) or Digital Services Act (“DSA”), and these regimes do not apply to our core consumer retail model, the DMA imposes strict rules on designated gatekeepers, potentially affecting how we engage with major online platforms for advertising and sales. The DSA enhances content moderation, transparency, and accountability requirements for online services, which could impose additional compliance burdens on businesses that host third-party content. The UK’s Online Safety Act, which applies to user-to-user and search services, is not currently applicable to our business based on the functionality of our platform.

Additionally, a growing number of jurisdictions — including within the European Union and beyond — are considering or enacting data localization laws requiring certain types of personal information to be stored and processed within specific geographic regions. Such laws, if applied to our operations, could increase infrastructure costs, limit our ability to leverage global cloud and analytics solutions, and

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introduce complexities in managing cross-border data flows. Compliance with evolving data sovereignty requirements may necessitate operational adjustments and additional investment in localized data processing capabilities, potentially impacting efficiency and scalability. Because the interpretation and application of privacy and data protection laws such as the CCPA and GDPR, and the related regulations and standards, are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in manners that are, or are asserted to be, inconsistent with our data management practices or the technological features of our solutions. As such, we could inadvertently fail to comply or be alleged to have failed to comply with such laws, regulations and standards and consequently be subject to significant statutory damages and negative publicity, including as associated with class action litigation and/or costs associated with modifying our solutions and business strategies.

Furthermore, compliance with legal and contractual obligations may require us to make public statements about our privacy and data security practices, including the statements we make in our online privacy policy. Although we endeavor to comply with these statements, should they prove to be untrue or be perceived as untrue, even as a result of circumstances beyond our reasonable control, we may face litigation, claims, investigations, inquiries or other proceedings by the U.S. Federal Trade Commission, state attorneys general and other federal, state and foreign regulators and private litigants alleging violations of privacy or consumer protection laws.

In November 2025, the European Commission proposed a Digital Omnibus package, which would make targeted amendments to several existing European Union digital laws, including the AI Act (as defined below), the EU GDPR, the NIS 2 Directive, the European Union’s Data Act (the “Data Act”), and other related frameworks, with the stated aim of simplifying and streamlining aspects of the European Union digital regulatory landscape. The European Parliament adopted its negotiating position on the AI limb of the Digital Omnibus package on March 26, 2026, which includes proposed amendments affecting the timing and scope of certain AI-related obligations. The proposed amendments remain subject to ongoing trilogue negotiations between the European Parliament, the Council of the European Union and the European Commission, and the timing and final form therefore remain uncertain. Any such changes may require us to reassess certain compliance positions and adjust technical or legal practices accordingly. Although the Digital Omnibus package proposal is intended to reduce administrative burden, any amendments to these frameworks may require us to reassess certain compliance positions and adjust technical or legal practices accordingly, which could affect our operations in the European Union. In any case, we are conscious of the extensive and evolving regulatory frameworks in the jurisdictions in which we operate, especially in Europe. Notably, the Data Act, which became applicable from September 12, 2025, introduces obligations concerning the access, sharing, and use of data generated by connected devices and related data ecosystems. Although our core business is not the primary focus of the Data Act, certain provisions may affect how we manage data in certain business functions, including through our use of third-party platforms or cloud providers. While the direct impact is currently expected to be limited, compliance with the Data Act may increase administrative and contractual complexity in how we manage, process, and share data across our operations, and we continue to monitor the scope and impact of these developments. Additionally, the General Product Safety Regulation, effective from December 13, 2024, imposes stricter safety and transparency obligations on online retailers, including ensuring that product information is clear and traceable. Furthermore, applicable product liability laws implementing Directive (EU) 2024/2853 may expose us to liability for defective or misleading marketed clothing and accessories. Any actual or perceived non-compliance with these rapidly changing laws, regulations or standards or our contractual obligations relating to privacy, data protection and consumer protection by us or the third-party companies we work with could result in litigation and proceedings against us by governmental entities, consumers or others, fines and civil or criminal penalties for us or company officials, obligations to cease or recall, offerings or to substantially modify our business in a manner that makes it less effective in certain jurisdictions, negative publicity and harm to our brand and reputation and reduced overall demand for our products, any of which could have an adverse effect on our business, financial condition, and results of operations.

We are subject to risks related to online payment methods.

We currently accept payments using a variety of methods, including credit cards and debit cards. As we offer new payment options to customers, we may be subject to additional regulations, compliance requirements, fraud and other risks. For certain payment methods, we pay interchange and other fees, which

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may increase over time and raise our operating costs and lower profitability. While we use a third party to process payments, we are also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard (“PCI DSS”) and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we or our service providers fail to comply with PCI DSS or to meet other payment card or other industry standards, we may be subject to financial penalties or the allocation by the card brands of the costs of fraudulent charges to us, or restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business and reputation.

We utilize AI, which could expose us to liability or adversely affect our business.

The adoption of generative AI technologies in our operations introduces distinct risks, notably in data management and data privacy. No assurance can be provided that our use of such AI technologies will enhance our products or operations or produce the intended results. These AI systems, capable of synthesizing customer interactions and generating personalized recommendations, could inadvertently use sensitive data to train future models. If this were to occur within a public model, this raises the possibility of reputational damage and legal challenges, especially if false or inaccurate information is disseminated. Any integration of AI technologies in our or any of our third-party service providers’ operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. Even if we successfully integrate AI technologies into our workflows, subsequent developments in underlying AI models could result in output that is incorrect, insufficient, or outdated. Additionally, the need for AI systems to access extensive datasets heightens the risk of data breaches, potentially leading to unauthorized disclosure of sensitive customer and company information. Such breaches could result in identity theft, financial fraud, and non-compliance with privacy and data protection laws and regulations, thereby exposing us to regulatory penalties and legal liabilities. Further, AI algorithms may be flawed, insufficient, of poor quality, reflect unwanted forms of bias or contain other errors or inadequacies, any of which may not be easily detectable. We increasingly rely on AI and machine learning to inform our product assortment, quantify future demand and customize inventory allocation. If these algorithms are flawed, or if the underlying data is inaccurate, it could lead to suboptimal buying decisions, severe inventory shortages, or excess inventory and subsequent markdowns, which would negatively impact our gross margins and financial performance. AI has also been known to produce false or “hallucinatory” inferences or outputs, may present ethical issues and may subject us to new or heightened legal, regulatory, ethical, or other challenges. In addition, inappropriate or controversial data practices by developers and end-users or other factors adversely affecting public opinion of AI could impair the acceptance of AI solutions, including those incorporated in our products and services. If the AI tools that we use are deficient, inaccurate, or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. If we do not have sufficient rights to use the data or other material or content on which the AI tools we use rely, we also may incur liability through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights or contracts to which we are a party.

In addition, regulation of AI is rapidly evolving worldwide as legislators and regulators are increasingly focused on these powerful emerging technologies. The technologies underlying AI and its uses are subject to a variety of laws and regulations, including intellectual property, privacy and data protection, consumer protection, competition and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. AI is the subject of ongoing review by various United States governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation, cybersecurity and data protection laws and regulations to AI or are considering general legal frameworks for AI. The European Union has adopted a regulatory framework governing certain artificial intelligence systems (the “AI Act”), which entered into force on August 1, 2024 and is expected to become applicable on a phased basis. The AI Act imposes a range of obligations depending on the nature and risk profile of the relevant AI system. The regulatory framework continues to evolve, including through proposed amendments under the Digital Omnibus package adopted by the European Parliament on March 26, 2026, which remain subject to ongoing trilogue negotiations. The timing and final form of these developments remain uncertain, and may affect how we develop, deploy and use AI technologies. Non-compliance with the AI Act may be subject to regulatory fines of up to 7% of annual worldwide turnover or €35 million. We are actively assessing the scope of application, impact, and risk of these developments in the European Union and the United Kingdom

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on our business and will continue to assess this moving forward. We may not be able to anticipate how to respond to these rapidly evolving frameworks and we may need to expend resources to adjust our operations or offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational, or technological risks that may arise relating to the use of AI. In essence, while generative AI offers significant opportunities for innovation and efficiency in our operations, it also demands stringent management to ensure the protection of data integrity, customer and employee safety, regulatory compliance, and the maintenance of our reputation.

Use of social media, influencers, emails, and SMS marketing in ways that do not comply with applicable laws and regulations may lead to the loss or infringement of intellectual property, result in unintended disclosure, harm our reputation, or subject us to fines or other penalties.

We use social media, emails and SMS marketing as part of our omnichannel approach to marketing. As laws and regulations evolve to govern the use of these channels, the failure by us, our employees or third parties acting at our direction to comply with applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties. In addition, our employees, third parties acting at our direction, or other third parties (including influencers) may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, customers, third-party vendors, or others. Information concerning us or our customers, whether accurate or not, may be posted on social media platforms at any time and may have an adverse impact on our brand, reputation, or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our reputation, business, financial condition, results of operations, and prospects.

In addition, an increase in the use of social media for product promotion and marketing may increase the risk that such content could contain problematic product or marketing claims in violation of applicable regulations. For example, in some cases, the FTC has sought enforcement action where an endorsement has failed to clearly and conspicuously disclose a financial relationship or material connection between an influencer and an advertiser. Private parties have in the past and may in the future bring claims on a similar basis. We do not prescribe what our influencers post and if we were held responsible for the content of their posts or their actions, we could be fined or forced to alter our practices, which could have an adverse impact on our business, financial condition, and results of operations.

Some of our software and systems contain open source software, which may pose particular risks to our proprietary applications.

We use open source software in the applications we have developed to operate our business and will use open source software in the future. We may face claims from third parties claiming ownership of what we believe to be open source software or claiming non-compliance with the applicable open source license terms. Some open source licenses require users to distribute or make available on open source license terms all or part of our proprietary software, which in some circumstances could include valuable proprietary source code. While we employ practices designed to monitor our compliance with the licenses of open source software and try to ensure that we do not use any open source software in a manner that would require us to disclose our proprietary source code, we cannot guarantee that we will be successful. We cannot guarantee that license terms applicable to all open source software are reviewed prior to use in our products or applications, or that developers have not incorporated (and will not in the future incorporate) open source software into our products or applications without our knowledge.

Claims from third parties regarding our use of open source software could result in litigation and could require us to purchase costly licenses, publicly release the affected portions of our source code, or cease offering the implicated solutions unless and until we can re-engineer them. In addition, the use of third-party open source software typically carries greater technical and legal risks than the use of third-party commercial software because open source licensors generally do not provide support, warranties, or controls on the functionality or origin of the software. To the extent that our applications depend upon the successful operation of open source software, any undetected errors or defects could prevent the deployment

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or impair the functionality of our systems and injure our reputation. Use of open source software may also present additional security risks because the source code for open source software is publicly available, which may make it easier for hackers and other third parties to compromise our website and systems that rely on open source software. Any of these risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on our business, financial condition, and results of operations.

Risks Related to Other Legal, Regulatory and Taxation Matters

We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce. Existing and future regulations and laws could impede the growth of the internet, e-commerce, or mobile commerce, which could in turn adversely affect our growth. These regulations and laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, customer protection, and internet neutrality. It is still not clear how some existing laws governing issues such as property ownership, sales and other taxes, and customer privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. It is possible that general business regulations and laws, or those specifically governing the internet or e-commerce, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot be sure that our practices comply fully with all such laws and regulations as they may evolve. Any failure by us, or third parties acting at our direction, to abide by applicable laws and regulations in the use of these platforms could subject us to proceedings or actions against us by governmental entities, customers, suppliers or others, regulatory investigations, class action lawsuits, liability, fines, or other penalties and adversely affect our business, financial condition, and results of operations. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, decrease the use of our website by customers and suppliers, and may result in the imposition of monetary liabilities. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of our own non-compliance with any such laws or regulations. In addition, it is possible that governments of one or more countries or territories may seek to censor content available on our site or may even attempt to completely block access to our site. As a result, adverse developments with respect to these laws and regulations could substantially harm our business, financial condition, and results of operations. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries or territories, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our net revenue and expand our business as anticipated.

Existing and potential tariffs imposed by the United States or other governments, new trade restrictions or a global trade war could increase the cost of our products, which could have an adverse effect on our business, financial condition, and results of operations.

The United States and the countries in which our products are produced or sold, including China, have imposed, and may in the future impose, additional quotas, duties, tariffs or other restrictions or regulations or may adversely adjust prevailing quota, duty or tariff levels. The results of any audits or related disputes regarding these restrictions or regulations (including, for example, regarding the proper import classification for a given product) could have an adverse effect on our financial statements for the period or periods for which the applicable final determinations are made. Countries impose, modify, and remove tariffs and other trade restrictions in response to a diverse array of factors, including global and national economic and political conditions, which make it impossible for us to predict future developments regarding tariffs and other trade restrictions. Adverse changes in, or withdrawal from, trade agreements or political relationships between the United States and countries where we sell or source our products, could negatively impact our results of operations or cash flows.

For example, in recent years, the U.S. government has imposed increased tariffs on imports from certain foreign countries, such as China, under Section 301 of the Trade Act of 1974. Any imposition of

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additional tariffs by the United States could result in the adoption of tariffs by other countries, leading to a global trade war. Any such future tariffs by the United States or other countries could have a significant impact on our business. Trade restrictions, including tariffs, quotas, economic sanctions, embargoes, safeguards, and customs restrictions, could increase the cost or reduce the supply of products available to us, could increase shipping times or may require us to modify our supply chain organization or other current business practices, any of which could harm our business, financial condition, and results of operations. For instance, in August 2025, the United States indefinitely suspended the “de minimis exemption” under Section 321 of the Tariff Act of 1930. The de minimis exemption had enabled importers to enter low value shipments into the United States without paying duties or going through the formal entry process. Despite certain flexibilities for postal shipments, such as the ability to pay a flat fee per parcel that applied until February 2026, or the application of a 10% tariff under Section 122 of the Trade Act of 1974 until July 24, 2026, the indefinite suspension of the de minimis exemption could have an adverse effect on our business, which is centered on direct-to-consumer sales.

General geopolitical instability and the responses to it, such as the possibility of sanctions, trade restrictions, and changes in tariffs, including tariffs imposed by the United States and China, and the possibility of additional tariffs or other trade restrictions between the United States and other countries where we currently or might in the future manufacture or sell our products, could adversely impact our business. The United States has promoted and implemented plans to raise tariffs and pursue other trade policies intended to restrict imports. In 2025, the United States imposed tariffs on virtually all countries at rates ranging from 10% to 50% under the IEEPA. However, in February 2026, the U.S. Supreme Court held the IEEPA tariffs unlawful. In response, the President quickly imposed a 150-day 10% tariff covering most products from virtually all countries under Section 122, and has indicated that the tariff rate will increase to 15%. The President also signaled his intention to impose additional tariffs under other authorities and the Office of the U.S. Trade Representative has launched two new investigations under Section 301 on imports from a total of 60 countries. These investigations could lead to the imposition of additional tariffs on imports from a substantial number of countries, including China. Given the time-limited nature of the Section 122 tariffs, the prospect of new or increased tariffs, the adoption of policies that require or encourage the use of U.S.-origin goods, and the potential retaliation by other governments against such tariffs and policies, there is significant uncertainty in the U.S. market. Such changes could adversely impact our business and could increase the costs of sourcing our products, or could require us to source more of our products from other countries.

While we may attempt to renegotiate prices with suppliers or diversify our supply chain in response to tariffs or shift production between manufacturers in different countries, such efforts may not yield immediate results, may be ineffective, or may be impossible to implement in the near term. For example, we shifted approximately 20% of production capacity from China to Vietnam, the U.S. and Mexico, which means that the U.S. government’s tariffs on certain imports from China under Section 301 affected only approximately 32% of finished goods as of 2025. In 2025, we increased our production capacity in Vietnam by 16%. Goods that are of Vietnamese origin may incur U.S. Customs and Border Protection scrutiny (and, possibly, higher tariffs) due to concerns about “transshipment,” given the prevalence of this practice in the region. Further, we may be required to shift production capacity back to China (or other countries whose imports are subject to higher duties, such as antidumping and countervailing duties) due to lack of manufacturing expertise or capacity in relatively lower-tariff countries. We might also consider increasing prices to the end customer; however, this could reduce the competitiveness of our products and adversely affect our net revenue.

We are also dependent on international trade agreements and regulations. Adverse changes in, or withdrawals from, trade agreements or political relationships between the United States and countries where we sell or source our products, could negatively impact our results of operations or cash flows.

If we fail to anticipate and manage any of these dynamics successfully, our gross margin and profitability could be adversely affected.

We face exposure to foreign currency exchange rate fluctuations.

Certain of our foreign revenue and costs are denominated in currencies other than the U.S. dollar and are subject to currency risk. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar

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have affected and may in the future continue to affect our net revenue and results of operations. As a result of such foreign currency exchange rate fluctuations, it has been, and may continue to be, more difficult to detect underlying trends in our business and results of operations. In addition, to the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our common stock could be lowered. We do not currently maintain a program to hedge transactional exposures in foreign currencies. However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place and may introduce additional risks if we are unable to structure effective hedges with such instruments.

Failure by us or our suppliers to comply with trade and other regulations including importation, exportation, product safety, labeling, labor or other laws or to provide safe conditions for our or their workers, may lead to investigations or actions by government regulators, damage our reputation and brand and harm our business.

The labeling, distribution, importation, marketing, and sale of our products is subject to regulation by various federal, state, local, and international regulatory authorities in the countries in which our products are currently distributed or sold, including the FTC and the Federal Consumer Product Safety Commission. Product safety, labeling, and licensing regulations, including consumer disclosure and warning regarding chemical exposure, may require us to remove selected products from our inventory. Such recalls or removal of products can result in, among other things, lost sales, diverted resources, potential harm to our reputation, and increased customer service costs and legal expenses, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, our actual or alleged failure to comply with such regulations may in the future subject us to investigations, enforcement actions, and the imposition of significant penalties and claims, which could harm our results of operations or our ability to conduct business. Any legal proceedings, audits, or inspections by governmental agencies related to these matters could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. An unfavorable outcome of any particular proceeding could have an adverse impact on our business, financial condition, and results of operations. In addition, the adoption of new regulations or changes in the interpretation of existing regulations may result in significant compliance costs or discontinuation of product sales and could impair the marketing of our products, resulting in significant loss of revenue. Further, we contract with numerous domestic and international supply chain partners. Failure of our suppliers, vendors, and other partners to comply with applicable laws and regulations and contractual requirements could lead to litigation against us, resulting in increased legal expenses and costs.

Uncertainties in the interpretation and application of existing, new, and proposed tax laws and regulations could materially affect our tax obligations and effective tax rate.

The tax regimes to which we are subject or under which we operate are unsettled and may be subject to significant change. The issuance of additional guidance related to existing tax laws, changes to existing tax laws or the interpretation thereof, or the introduction of new tax laws (including with respect to sales taxes, VAT, and similar taxes) proposed or implemented by the current or a future U.S. presidential administration, Congress or taxing authorities in other jurisdictions, including jurisdictions outside of the United States, could materially affect our tax obligations and effective tax rate. To the extent that such changes have a negative impact on us, or on our suppliers or our customers, including as a result of related uncertainty, these changes may adversely impact our business, financial condition, results of operations, and cash flows.

The amount of taxes we pay in different jurisdictions depends on the application of the tax laws of various jurisdictions, including the United States, to our international business activities. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions and maintaining our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such

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a contingency. Similarly, a taxing authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions.

Additionally, tax authorities at the foreign, federal, state, and local levels continue to review and revise the treatment of companies engaged in e-commerce. New or revised foreign, federal, state, or local tax laws, regulations or court decisions may subject us or our customers to additional sales, income, and other taxes. Following the U.S. Supreme Court’s decision in South Dakota v. Wayfair, Inc., states may require out-of-state sellers to collect and remit sales taxes even if those sellers lack any physical presence within the states imposing the sales taxes. Under Wayfair, a person requires only a “substantial nexus” with the taxing state before the state may subject the person to sales tax collection obligations therein. Since the Supreme Court’s Wayfair decision, many states have considered or adopted laws that attempt to impose sales tax collection obligations on out-of-state sellers. In addition, the imposition by state governments of sales tax collection obligations on out-of-state retailers in jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively, could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors and decrease our future sales, which could have a material adverse impact on our business, financial condition, and results of operations.

We may be subject to claims and litigation that could result in unexpected expenses and could ultimately be resolved against us.

From time to time, we may be involved in litigation and other proceedings, including matters related to employment-related claims, product liability claims, commercial disputes, and copyright infringement, challenging trademarks and other intellectual property claims, as well as trade, regulatory, and other claims related to our business or our sustainability practices, statements, and goals. For example, from time to time, current or former employees will file lawsuits alleging unfair labor practices or violations of federal or state labor or antidiscrimination laws. We intend to vigorously defend against these lawsuits. Any of these proceedings could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. An unfavorable outcome of any particular proceeding could exceed the limits of our insurance policies or the carriers may decline to fund such final settlements and/or judgments and could have an adverse impact on our business, financial condition, and results of operations. In addition, any proceeding could negatively impact our reputation among our customers and our brand image.

Risks Related to this Offering and Ownership of Our Common Stock

There is no existing market for our ordinary shares, and we do not know whether one will develop to provide you with adequate liquidity. If our share price fluctuates after this offering, you could lose a significant part of your investment.

Prior to this offering, there has not been a public market for our common stock. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market, or otherwise or how liquid that market might become. The initial public offering price for our common stock will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price paid by you in this offering. In addition to the risks described above, the market price of our common stock may be influenced by many factors, some of which are beyond our control, including:

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changes to our business operations and strategy;

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actual or anticipated fluctuations in our financial condition, and results of operations;

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the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

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failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

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announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, results of operations, or capital commitments;

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changes in stock market valuations and operating performance of other apparel and footwear companies generally, or those in our industry in particular;

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the sustainability targets we may provide to the public, any changes in these targets, or our failure to meet them;

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price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

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changes in our board of directors or management;

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sales of large blocks of our common stock, including sales by our directors, executive officers, and principal stockholders or by their affiliates;

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lawsuits threatened or filed against us;

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anticipated or actual changes in laws, regulations, or government policies applicable to our business;

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changes in our capital structure, such as future issuances of debt or equity securities;

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short sales, hedging, and other derivative transactions involving our capital stock;

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general economic conditions in the United States and globally; and

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other events or factors, including those resulting from geopolitical conflicts, pandemics, incidents of terrorism, or responses to these events.

In addition, the stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our business, financial condition, and results of operations. If a market for our common stock does not develop or is not maintained, the liquidity and price of our common stock could be adversely affected.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. As a private company, we have not historically prepared public company financial statements.

In connection with the audit of our 2025, 2024 and 2023 consolidated financial statements, we identified the following material weaknesses in our internal control over financial reporting:

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we did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we did not maintain evidence of the consistent execution of control activities across all significant business processes, including the preparation and review of account reconciliations and journal entries;

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we did not design and maintain an effective risk assessment and monitoring process. Specifically, we lacked a formal process related to identifying and analyzing risks of material misstatement in financial reporting and the monitoring of internal controls; and

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we did not design and maintain effective IT general controls for certain information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately, (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel, (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored, and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses resulted in immaterial revisions in the Company’s previously issued 2024 and 2023 consolidated financial statements. Each of the material weaknesses described above could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. We have concluded that these material weaknesses occurred because, prior to this offering, we were a private company and did not have the necessary systems, business processes, and related internal control to satisfy the accounting and financial reporting requirements of a public company. We plan to undertake the following steps to address these material weaknesses:

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hiring and retaining additional accounting, finance and IT personnel with appropriate public company reporting and internal controls expertise;

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formalizing and documenting our internal control framework, including risk assessment and monitoring activities;

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designing and implementing enhanced review and approval controls over journal entries, account reconciliations, and financial reporting processes;

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strengthening segregation of duties through both procedural changes and system-based controls; and

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improving IT general controls, including controls over user access provisioning and termination, privileged access monitoring, change management, computer operations, and implementation of new technology.

We may incur significant costs in connection with remediating these material weaknesses. Neither we nor our independent registered public accounting firm have tested the effectiveness of our internal control over financial reporting and we cannot assure you that we will be able to successfully remediate the material weaknesses described above. Even if we successfully remediate such material weaknesses, we cannot assure you that we will not suffer from these or other material weaknesses in the future.

We recently identified immaterial errors in our previously issued consolidated financial statements, resulting in the revision of our financial statements for 2024 and 2023. If we discover additional errors in the future, it could adversely affect investor confidence and our stock price.

During the preparation of our consolidated financial statements for 2025, we identified and corrected certain accounting errors in our previously issued financial statements for 2024 and 2023 related to the classification of bad debt expense, accounts receivable, prepaid assets, and current lease liabilities. While these revisions were immaterial to our previously filed financial statements, the discovery of further errors in the future could require us to restate or revise our financial statements again. Any such future restatements or revisions could result in a loss of investor confidence in the accuracy of our financial reporting, which could have a material adverse effect on our stock price and our business.

Permira is a significant stockholder of the Company and will continue to have significant influence over us upon the consummation of this offering, at which time Permira will beneficially own

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approximately % of the outstanding shares of common stock (or %, if the underwriters exercise their option to purchase additional shares in full). As a result, while we are not considered to be a “controlled company” under the NYSE corporate governance rules, Permira and its affiliates will continue to have the ability to exercise significant influence over decisions requiring stockholder approval, including the election of directors, amendments to our certificate of incorporation and approval of significant corporate transactions, such as a merger or other sale of the Company or our assets.

Permira’s interests may be different from or conflict with the interests of our other stockholders and, as a result, this concentration of ownership may have the effect of delaying, preventing or deterring a change in control of us and may negatively affect the market price of our stock. Also, Permira and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete indirectly with us. Permira or its affiliates may also pursue acquisition opportunities that are complementary to our business and, as a result, those acquisition opportunities may not be available to us.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market following the completion of this offering could cause the market price for our common stock to decline.

The sale of substantial amounts of shares of our common stock in the public market after this offering, or the perception that such sales could occur, including sales by our significant stockholders, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon completion of this offering, we will have a total of shares of our common stock outstanding. Of the outstanding shares, shares sold in this offering (or shares if the underwriters exercise their option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act (“Rule 144”), including our directors, executive officers and other affiliates, may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.”

The remaining outstanding shares of common stock held by our existing stockholders after this offering will be deemed restricted securities under the meaning of Rule 144 and may be sold in the public market only if registered or if they qualify for an exemption from registration, including the exemptions pursuant to Rule 144 and Rule 701 under the Securities Act. In addition, we, all of our directors, executive officers and the holders of substantially all of our outstanding securities, including the selling stockholders, are subject to lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock and certain other securities held by them for up to 180 days following the date of this prospectus. See “Underwriters (Conflicts of Interest)” for a description of these lock-up agreements.

Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144.

In addition, pursuant to the Registration Rights Agreement, certain of our existing stockholders have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.” By exercising their registration rights and selling a large number of shares, such existing stockholders could cause the prevailing market price of our common stock to decline. Following completion of this offering, the shares covered by registration rights would represent approximately % of common stock outstanding (or % if the underwriters exercise their option to purchase additional shares in full). Registration of any of these outstanding shares of our common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock

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issued pursuant to the 2019 Stock Option Plan and the 2026 Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover shares of common stock.

As restrictions on resale end, or if the existing stockholders exercise their registration rights, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The initial public offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share immediately after this offering. If you purchase our common stock in this offering, you will suffer immediate dilution of $ per share, representing the difference between our as adjusted net tangible book value per share as of after giving effect to the sale of our common stock in this offering and the assumed public offering price of $ per share, the midpoint of the initial public offering price range set forth on the cover page of this prospectus. See “Dilution.”

We will have broad discretion in the use of the net proceeds we receive in this offering and we may not use such proceeds in ways that prove to be effective.

We will have broad discretion in the application of the net proceeds to us that we receive in this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds to us from this offering, their ultimate use may vary substantially from their currently intended use, and it is possible that a substantial portion of the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, and results of operations could be harmed, and the market price for our common stock could decline.

We do not intend to pay dividends for the foreseeable future.

Although we have declared cash dividends in the past, including a cash dividend of an aggregate amount of approximately $90 million on the outstanding shares of our common stock in connection with the Recapitalization, we do not intend to pay any cash dividends in the foreseeable future. In addition, the terms of the Credit Agreement currently limit our ability to pay certain dividends and future agreements governing our indebtedness may also limit our ability to pay certain dividends. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors. Accordingly, investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any return on their investment. See “Dividend Policy.”

Additional stock issuances could result in significant dilution to our stockholders.

We may issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, investments or otherwise. Additional issuances of our stock will result in dilution to existing holders of our stock. Also, to the extent outstanding stock options to purchase our stock are exercised, there will be further dilution. The amount of dilution could be substantial depending upon the size of the issuance or exercise. Any such issuances could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our common stock and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. We do not

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have any control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our common stock.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt, or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

These anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See “Description of Capital Stock.”

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters and the U.S. federal district courts will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation provides that, unless we otherwise consent in writing, (A) (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer other employee or stockholder of Reformation to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court (as appropriate) located within the State of Delaware; provided, however, that the foregoing provision would not apply to (i) any action brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal courts have exclusive jurisdiction, or (ii) any action asserting a claim arising under the Securities Act; and (B) the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a claim arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions or the rules and regulations thereunder and, accordingly, we cannot be certain that a court would enforce such provision. Our amended and restated certificate of incorporation includes the provision outlined in (B) to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While the Delaware courts have determined that such choice of forum provisions are facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of

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such provisions and a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such an instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with litigating Securities Act claims in state court, or both state and federal court, which could harm our business, financial condition, and results of operations. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation, except our stockholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws (including the Securities Act and the Exchange Act) and the rules and regulations thereunder.

We are an “emerging growth company,” and the reduced reporting and disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company” and, for as long as we continue to be an emerging growth company, we currently intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our registration statements, periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will cease to be an emerging growth company upon the earliest of: (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; and (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

We cannot predict whether investors will find our common stock less attractive if we choose to rely on these exemptions while we are an emerging growth company. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

General Risk Factors

The requirements of being a public company may increase our costs, strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the listing standards of the NYSE and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources. Furthermore, several members of our management team do not have prior experience in running a public company. For example, the Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, financial condition, and results of operations. Although we have already hired additional employees to

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assist us in complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. We also expect that being a public company that is subject to these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly members who can serve on our audit and compensation and leadership management committees and qualified executive officers.

As a result of the disclosure obligations required of a public company, our business and financial condition is more visible than it was as a private company, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, financial condition, and results of operations would be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, would divert the resources of our management and harm our business, financial condition, and results of operations.

As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act (“Section 404”), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment requires disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.” Our compliance with Section 404 has required, and will continue, to require that we incur substantial expenses and expend significant management efforts. We have and will likely need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by us or our independent registered public accounting firm in connection with the issuance of their attestation report. Our testing, or the subsequent testing (if required) by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be additional material weaknesses. Any new material weaknesses could result in a material misstatement of our annual or quarterly financial statements or disclosures that may not be prevented or detected.

During the evaluation and testing process of our internal control, if we identify one or more additional material weaknesses in our internal control over financial reporting, we will be unable to certify that our

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internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes thereto. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenue and expenses. Significant estimates and judgments include revenue recognition, return reserves, inventory reserves, stock-based compensation and the fair value of our common stock. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

Extreme weather conditions, natural disasters, public health crises, political crises and instability and other catastrophic events, including those caused or exacerbated by climate change, could negatively impact our results of operations and financial condition.

Extreme weather conditions and volatile changes in weather conditions in the areas in which our offices, retail stores, suppliers, customers, distribution centers, vendors and/or wholesale partners are located could adversely affect our results of operations and financial condition. Moreover, natural disasters such as earthquakes, landslides, hurricanes, tsunamis, floods, monsoons or wildfires, public health crises, such as pandemics and epidemics (including, for example, the COVID-19 pandemic), political crises, such as terrorist attacks, war and other political and geopolitical instability or other catastrophic events, whether occurring in the United States or abroad, and their related consequences and effects, including energy shortages, could disrupt our operations or the operations of our suppliers and other partners or result in economic instability that could negatively impact customer spending, any or all of which would negatively impact our results of operations and financial condition. For example, our principal offices are located in Vernon, California, an area which has a history of earthquakes and wildfires, and are thus vulnerable to damage or disruption. In particular, these types of events could impact our global supply chain, including the ability of suppliers to provide raw materials, labor and finished goods where and when needed, the ability of third parties to ship products, and our ability to ship products to customers from or to the impacted region(s). For example, in January 2025, the Los Angeles wildfires resulted in the temporary closure of all of our Los-Angeles area stores for several days and, ultimately, in the extended closure of our Pacific Palisades store, which remains closed, resulting in lost revenue and profits.

We may require additional capital to support business growth, and this capital might be unavailable or might be available only by diluting existing stockholders.

We intend to continue making investments to support our business growth and may require additional funds to support this growth. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent, if any, of international expansion efforts and other growth initiatives, the expansion of our marketing activities and overall economic conditions. To the extent that

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current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may need to engage in equity or debt financings to secure additional funds. Recently, there has been volatility in and disruptions to the global economy, including the equity and debt financial markets. Any such volatility in and disruptions to the equity or debt markets, or further deterioration of such markets, including as a result of political unrest or war, may make any necessary equity or debt financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business and prospects could fail or be adversely affected.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, that reflect our current views with respect to, among other things, future events and our future business, financial condition, results of operations, prospects, our strategy for growth and the use of proceeds of this offering.

Some of the forward-looking statements can be identified by the use of terms such as “believes”, “expects”, “may”, “will”, “should”, “could”, “seeks”, “intends”, “plans”, “estimates”, “anticipates” or other comparable terms. However, not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not related to present facts or current conditions or that are not historical facts. Although the forward-looking statements contained in this prospectus reflect management’s current beliefs and expectations based upon information currently available to management and upon assumptions which management believes to be reasonable, actual results may differ materially from those stated in or implied by these forward-looking statements.

A number of factors could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements, including those listed in the “Risk Factors” section of this prospectus. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Forward-looking statements are not guarantees of performance and speak only as of the date hereof. They necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause our actual results, performance and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond our control. Our actual results may differ materially from those expressed in, or implied by, the forward-looking statements included in this prospectus as a result of various factors, including, among others:

•

our ability to attract new customers and retain returning customers;

•

our ability to maintain and enhance the value and reputation of our brand;

•

the effect of tariffs imposed by the U.S. government or a global trade war;

•

our ability to anticipate and respond to changing consumer preferences;

•

our ability to accurately forecast customer demand;

•

our ability to effectively manage our growth;

•

our ability to grow our e-commerce and retail channels and execute our expansion into new markets;

•

the risks associated with leasing property;

•

our ability to achieve the sustainability targets and goals that we have announced;

•

our expectations regarding sustainability initiatives;

•

our ability to attract and retain qualified personnel;

•

our reliance on suppliers to provide materials and to produce our products;

•

our dependence on key suppliers;

•

our ability to protect our intellectual property rights and any costs associated therewith; and

•

other risks and uncertainties discussed under the heading “Risk Factors” in this prospectus.

Accordingly, you should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by the cautionary statements contained in this section and elsewhere in this prospectus.

The forward-looking statements in this prospectus are only predictions and are based largely on our current expectations and projections about future events and trends that we believe may affect our business

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strategy, financial condition, results of operations, short-term and long-term business operations and objectives and financial needs. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

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USE OF PROCEEDS

A $1.00 increase or decrease in the assumed initial public offering price of $ per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $ , assuming the number of shares offered by us, which we show on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a 1.0 million increase in the number of shares of our common stock offered by us would increase or decrease the net proceeds to us from this offering by approximately $ , assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility and to create a public market for our common stock. We intend to use approximately $ of the net proceeds from the sale of shares by us in this offering for the partial repayment of the term loans under the Credit Agreement. The term loans mature on June 17, 2031. The term loans bear interest at a rate per annum equal to, at the borrower’s option, either (i) a term benchmark rate plus an applicable margin of 3.75%, or (ii) an alternate base rate plus an applicable margin of 2.75%. All term benchmark rates are subject to a 0.00% floor. Alternative base rate interest rates are subject to a 1.00% floor. As of June 27, 2026, the applicable margin was . In addition to required interest payments, beginning on March 31, 2027, the term loans will be subject to quarterly amortization payments equal to the percentage of the initial principal amount of the initial term loans, multiplied by (i) for the period ending March 31, 2027 through December 31, 2027, 0.625% per quarter, (ii) for the period ended March 31, 2028 through December 31, 2030, 1.25% per quarter and (iii) for the periods ended March 31, 2031 until the term loans mature, 1.875% per quarter. Upon completion of this offering, the required repayment percentage will step down to 0.625% per quarter until the term loans mature. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility.”

In addition, we intend to use approximately $ of the net proceeds from the sale of shares by us in this offering for the purchase of an aggregate of outstanding shares of common stock from in the Synthetic Secondary, at a per share purchase price equal to the initial public offering price per share less underwriting discounts and commissions. We will not receive any proceeds from the sale of common stock in this offering by the selling stockholders.

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DIVIDEND POLICY

We currently do not intend to declare or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our common stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, legal, tax and regulatory limitations, contractual restrictions and other factors that our board of directors considers relevant.

Accordingly, you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—We do not intend to pay dividends for the foreseeable future.”

In addition, the terms of the Credit Agreement currently limit our ability to pay certain dividends and future agreements governing our indebtedness may also limit our ability to pay certain dividends.

On June 16, 2026, we declared a cash dividend of an aggregate amount of approximately $90 million on the outstanding shares of our common stock in connection with the Recapitalization.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 28, 2026:

•

on an actual basis;

•

on a pro forma basis after giving effect to (i) the Recapitalization, (ii) the decrease to retained earnings related to the incremental stock-based compensation expenses (net of taxes) related to RSUs and options that will vest in connection with this offering, and (iii) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will be in effect upon the completion of this offering; and

•

on a pro forma as adjusted basis to give further effect to (i) the adjustments described above, (ii) the issuance of shares of common stock by us in this offering, assuming an initial public offering price of $ per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) the application of the net proceeds from this offering for the partial repayment of the term loans under the Credit Agreement and the Synthetic Secondary as set forth under “Use of Proceeds.”

The pro forma as adjusted information set forth in the table below is illustrative only, and will be adjusted on the actual initial public offering price and other terms of this offering determined at the pricing of this offering.

This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of March 28, 2026
($ in thousands, except share and per share data)	Actual			Pro Forma		Pro Forma As Adjusted(1)
Cash and cash equivalents		$	41,217		$		$
Debt:
Term loans			154,145
Revolving credit facility			—
Total Debt		$	154,145
Stockholders’ Equity:
Common stock, par value $0.01 per share; 750,000 shares authorized, 348,914 shares issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted			4
Additional paid-in capital			382,388
Retained earnings			70,345
Accumulated other comprehensive income (loss)			(157)
Total stockholders’ equity			452,580
Total capitalization		$	606,725		$		$

(1)

A $1.00 increase or decrease in the assumed initial public offering price of $ per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus) would increase or decrease the pro forma as adjusted amount of each of additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a 1.0 million increase or decrease in the number of shares of our common stock offered by us would increase or decrease the pro forma as adjusted amount of each of additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ , assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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DILUTION

If you invest in our common stock in this offering, your ownership interest in us will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock after giving effect to this offering. Dilution results from the fact that the per share offering price of the common stock is substantially in excess of the book value per share attributable to the shares of our common stock held by existing stockholders.

Our historical net tangible book value (deficit) as of March 28, 2026, was approximately $(67.1) million or approximately $(192.39) per share, based on 348,914 shares of common stock outstanding as of March 28, 2026. We calculate net tangible book value (deficit) per share by taking the amount of our total tangible assets (total assets less goodwill and intangible assets), reduced by the amount of our total liabilities, and then dividing that amount by the total number of shares of our common stock outstanding.

As of March 28, 2026, we had a pro forma net tangible book value (deficit) of $ million, or $ per share of common stock. Pro forma net tangible book value (deficit) is equal to the amount of our total tangible assets (total assets less goodwill and intangible assets), reduced by the amount of our total liabilities, after giving effect to (i) the Recapitalization, assuming the Recapitalization had taken place on March 28, 2026, and (ii) incremental stock-based compensation expenses (net of tax benefit) related to RSUs and options that will vest in connection with this offering. Pro forma as adjusted net tangible book value (deficit) per share is determined by dividing our as adjusted net tangible book value (deficit) by the total number of shares of our common stock outstanding.

After giving further effect to (i) our issuance and sale of shares of our common stock in this offering assuming an initial public offering price of $ per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the application of the net proceeds as set forth under “Use of Proceeds” for the partial repayment of the term loans under the Credit Agreement and the Synthetic Secondary, our pro forma as adjusted net tangible book value as of March 28, 2026, would have been approximately $ , or approximately $ per share. This represents an immediate increase in the net tangible book value of $ per share to our existing stockholders and an immediate dilution (i.e., the difference between the offering price and the as adjusted net tangible book value after this offering) to new investors participating in this offering of $ per share.

The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share of our common stock

Historical net tangible book value per share of our common stock as of March 28, 2026

Increase/Decrease per share attributable to the as adjusted adjustments described above

Pro forma net tangible book value (deficit) per share as of March 28, 2026

Increase/Decrease in book value per share attributable to new investors purchasing shares of our common stock in this offering

Pro forma as adjusted net tangible book value per share of our common stock after giving effect to this offering and application of the proceeds (roman numeral (ii) above)

Dilution per share of our common stock to new investors in this offering

Dilution is determined by subtracting as adjusted net tangible book value per share of common stock after the offering from the assumed initial public offering price per share of common stock.

Assuming the number of shares of common stock offered by us and the selling stockholders, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, a $1.00 increase or decrease in the assumed initial public offering price of $ per share (the midpoint of the initial public offering price

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range set forth on the cover page of this prospectus) would increase or decrease the pro forma as adjusted tangible book value attributable to new investors purchasing shares in this offering by $ per share and the dilution to new investors by $ per share and increase or decrease the pro forma as adjusted net tangible book value per share after giving effect to this offering by $ per share. Similarly, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, a 1.0 million increase or decrease in the number of shares of our common stock offered by us would increase or decrease the pro forma as adjusted tangible book value attributable to new investors purchasing shares in this offering by $ per share and the dilution to new investors by $ per share and increase or decrease the pro forma as adjusted net tangible book value per share after giving effect to this offering by $ per share.

The following table summarizes, as of March 28, 2026, on the pro forma as adjusted basis described above, the differences between the number of shares purchased from us, the total consideration paid to us and the average price per share paid by our existing stockholders, and by new investors. As the table shows, new investors purchasing shares of our common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below assumes an initial public offering price of $ per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus) for shares purchased in this offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased			Total Consideration				Average Price Per Share
	Number	Percent		Amount		Percent		Average Price Per Share
	($ in thousands, except percentages and share and per share data)
Existing stockholders			%		$		%		$
New investors									$
Total			100.0%		$		100.0%		$

Sales by the selling stockholders in this offering will reduce the shares of common stock held by existing stockholders to , or approximately % of the total number of shares of our common stock outstanding immediately after the completion of this offering, and will increase the shares of common stock held by new investors to , or approximately % of the total number of shares of our common stock outstanding immediately after the completion of this offering.

Except as otherwise indicated, the above discussion and table assumes no exercise of the underwriters’ option to purchase additional shares. If the underwriters were to exercise in full their option to purchase additional shares of our common stock from us, the percentage of shares of our common stock held by existing stockholders, on an as adjusted basis, as of March 28, 2026, would be % and the percentage of shares of our common stock held by new investors would be %.

Assuming the number of shares offered by us and the selling stockholders, as set forth on the cover page of this prospectus, remains the same, a $1.00 increase or decrease in the assumed initial public offering price of $ per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus), would increase or decrease total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ and $ per share, respectively. Similarly, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, a 1.0 million increase or decrease in the number of shares of our common stock offered by us and the selling stockholders would increase or decrease total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ and $ per share, respectively.

To the extent that we grant options or other equity awards to our employees in the future and those options are exercised, those other equity awards are settled or other issuances of common stock are made, there will be further dilution to new investors. We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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The dilution information above is for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our shares and other terms of this offering determined at pricing.

We will not receive any proceeds from the sale of shares of common stock by the selling stockholders in this offering. Accordingly, there will be no dilutive impact as a result of such sales.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the section titled “Summary Consolidated Financial and Other Data,” our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements, such as those relating to our plans, objectives, expectations, intentions and beliefs, which involve risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Reformation is a premium sustainable womenswear brand built to challenge the conventional fashion model and reimagine how brands interact and engage with customers. Our goal is to have a positive impact on people and the planet while delivering both impressive financial and environmental results.

We believe we are the largest sustainable womenswear brand on the planet and we operate within the highly fragmented fashion industry. With approximately 854,000 Active Customers in the United States as of 2025, and an estimated 94 million women aged 18-60 in the United States, our implied penetration is less than 1%, highlighting the large opportunity ahead. We believe we are well positioned to capture significant growth over the long term. Our path forward is clear: we intend to grow by increasing our distribution through both our DTC and wholesale channels, expanding our product assortment within existing and new product categories, growing in international markets, and driving operational excellence. We drive growth through our DTC-led omni-experience strategy that generated 90% of our net revenue in 2025, in addition to leveraging strategic wholesale partnerships.

This approach has supported consistent growth and profitability, as reflected in the following key operating and financial results:

•

Strong customer base. In 2025, we surpassed one million Active Customers across our DTC channel and have approximately 1,140,000 Active Customers as of March 28, 2026.

•

Strong gross margins. From 2021 to 2024, we consistently generated gross margins of 64.0% or more. In 2025, we generated a gross margin of 60.2%, which was negatively impacted by 360 basis points due to the impact of IEEPA tariffs. During the first quarter of 2026, we generated a gross margin of 70.3%, which was positively impacted by approximately 900 basis points resulting from the refund of the IEEPA tariffs.

•

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improvement includes approximately 900 basis points resulting from the refund recorded for IEEPA tariffs that were recognized in cost of goods sold in 2025.

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See “—Non-GAAP Financial Measures” below for definitions of Adjusted EBITDA and Adjusted EBITDA margin, as well as reconciliations to the most directly comparable GAAP measures.

Key Factors Affecting Our Performance

We measure our business using both financial and operating metrics. We believe that our performance and future success depend on a variety of factors that present significant opportunities for our business but also present risks and challenges that could adversely impact our growth and profitability, including those discussed below and in “Risk Factors.”

Overall Economic Trends

The overall economic environment and related changes in consumer behavior have a significant impact on our business. In general, positive conditions in the broader economy promote consumer spending across our channels, while economic weakness may have a negative effect. Macroeconomic factors that can affect consumer spending patterns, and thereby our results of operations, include employment rates, business conditions, changes in the housing market, the availability of credit, interest rates and inflation.

All the products and materials that we import are subject to import taxes and duties, including tariffs. Since the beginning of 2025, the U.S. government has imposed incremental tariffs, including IEEPA tariffs, at varying rates on certain imports. There has been significant volatility in U.S. tariff and customs policy, and trade negotiations between the United States and other countries are ongoing. If tariffs on countries from which we source products increase further, it may increase our cost of sales, and similar to all other potential cost increases, we may pass a portion of these costs through to customers. For additional information on related risks, please see “Risk Factors.”

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vendors, optimizing our product import logistics, and selectively adjusting product pricing. In 2025, 51% of our units were made in Asia, 34% in North America, 10% in Europe, and 5% in South America. Our efforts to diversify our supply chain have reduced our exposure to China, which was previously our single largest country of production. We anticipate that in 2026 no one country will represent more than 25% of our total units produced. These mitigation efforts may take significant investment and time to implement. Ultimately, these efforts may not yield the intended results or be as effective as tariff policy changes, and could have adverse impacts on our business, financial condition and results of operations.

Ability to Increase Brand Awareness

As a lifestyle brand operating primarily in e-commerce and physical retail environments, we seek to establish and expand a strong brand presence in a competitive market. We deploy a deliberate and disciplined approach to brand building and marketing investment that leverages a combination of direct marketing, digital media, new store openings, wholesale expansion and strategic partnerships to reach new audiences and brand positioning across regions.

We believe that continued investment in brand awareness can support customer acquisition and retention, which contributes to revenue growth. We invest in innovative marketing strategies and use data analytics to evaluate the effectiveness of these initiatives. Our goal is to establish our brand as a leader in the fashion industry, recognized for quality, style, sustainability, and commitment to making our customers look and feel good.

Customer Acquisition

Our growth will depend in part on our ability to cost-effectively attract new customers. To continue to grow profitably, we intend to acquire new customers, retain those customers, drive repeat purchases and ultimately increase Active Customers and DTC Net Revenue per Customer at a reasonable cost. As of March 28, 2026, our total Active Customer base was approximately 1.1 million compared to 1.0 million as of the first quarter of 2025, reflecting continued customer acquisition and retention.

We invest in brand building and marketing across a range of channels to acquire new customers. It is important that the cost of these efforts remain aligned with the net revenue and contribution margin we expect to generate from the customers acquired through such initiatives. We take an integrated approach to acquiring new customers, evaluating performance across channels to inform our marketing investments and optimize return. Additionally, approximately 75% of DTC new customers acquired in 2025 were acquired outside of paid digital acquisition channels, strengthening the unit economics of our customer acquisition efforts. We have maintained a low marketing to net revenue ratio of 9% for the last four years, and are profitable on a first order basis.

Customer Retention and Repeat Purchase Rate

Our continued success depends in part on our ability to retain and drive repeat purchases from our returning customers. In addition to investments in brand and marketing, we invest in our products, merchandising, and overall customer experience to promote long-term customer retention and repeat purchases. We track the retention, spend, and repeat purchase behavior of new customers over time from their initial purchase. These metrics provide insights into the effectiveness of our retention strategies and help us to identify areas for improvement.

Revenue generated from returning customers represents a significant portion of our business. For example, in 2025, returning customers, defined as customers who made their first purchase in a prior fiscal year, accounted for nearly 70% of our DTC net revenue, and we achieved approximately 80% net revenue retention from prior year cohorts. We believe the strength of our customer retention and repeat purchasing behavior provides increased visibility into future customer demand and contributes to a durable revenue base. Mature cohorts continue to generate a growing share of our net revenue over time. Returning customers generally purchase almost twice as frequently as new customers, which contributes to growth in DTC Net Revenue per Customer over time. The revenue generated from our returning customers reflects our ability to engage and retain our customers through our differentiated products, our distinctive brand, and our omnichannel strategy.

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[MISSING IMAGE: bc_strongrevenue-4c.jpg]

(1)

Reflects DTC customer purchases at the point of sale, net of any subsequent returns and excludes employee orders, non-product revenue (including shipping and handling fees), chargebacks, and retail concessions.

(2)

Represents 2025 DTC net revenue from pre-2021 to 2024 cohorts, divided by 2024 total DTC net revenue.

(3)

Represents 2025 DTC net revenue from pre-2021 to 2023 cohorts, divided by 2024 DTC net revenue from pre-2021 to 2023 cohorts.

Our goal is to increase engagement within our existing customer base by expanding our assortment across categories and occasions, enhancing our loyalty program, Friends with Benefits or “FWB,” which offers our top customers exclusive access to experiences and perks, and by deploying other targeted marketing strategies. In 2025, FWB customers, classified as customers who spend at least $1,000 per calendar year, drove approximately 40% of our DTC net revenue and shopped 4.2 times more than non-FWB customers. Additionally, our loyalty cohort has grown at a 23% CAGR over the past two years. By prioritizing customer retention, we aim to continue building a loyal customer base that drives repeat revenue and supports brand awareness through positive word-of-mouth and brand advocacy. We believe that a strong focus on customer relationships will position us for sustainable growth and success.

Sourcing and Supply Chain Management

Effective sourcing and supply chain management are central to our ability to deliver high-quality products to our customers in a timely manner. Our cost of goods is primarily comprised of the procurement of finished goods and raw materials, labor-related expenses, and associated import costs.

We have established strong relationships with a diversified network of suppliers, both domestically and internationally. We are committed to the highest levels of ethical sourcing and sustainable business practices throughout our supply chain and require adherence to our Preferred Partners Guide, which sets standards for environmental practices and labor conditions. By incorporating sustainable materials and processes into our product offerings, we aim to meet the growing consumer demand for sustainable fashion.

We closely monitor key performance indicators related to our sourcing and supply chain management, including lead times, on-time rates, quality, and IMUs. These metrics provide valuable insights into the efficiency of our operations and help us identify areas for improvement. Production speed is important to

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our ability to respond to changing consumer demand. We utilize robust reporting and maintain close collaboration with our vendor partners to monitor development and production timelines, enabling disciplined execution.

Inventory Management

Effective inventory management is essential to our operations and plays a crucial role in our ability to meet customer demand while optimizing costs. As an apparel and accessories company operating primarily in our DTC channel, we recognize that maintaining the right balance of inventory is vital to our success. We utilize thorough inventory management systems and rigorous analytics to monitor inventory levels, sales trends, and customer preferences. This allows us to optimize our inventory mix, ensuring that we have the right products available at the right time. By analyzing historical sales data and market trends, we can make informed decisions about reordering and selling out of various styles. Accurate demand forecasting is central to minimizing excess inventory and stockouts. This proactive approach enables us to align our inventory levels with anticipated customer demand, reducing the risk of overstocking or understocking. As a result, our inventory mix is tailored to real-time customer preferences with nearly 90% of DTC apparel net revenue in 2025 coming from styles that are informed by past performance, significantly decreasing fashion risk and waste, and increasing our confidence in each style’s sales potential. We closely monitor key performance indicators related to inventory management, including weeks of supply and total inventory levels.

Seasonality

Our business does not exhibit the same seasonal patterns as traditional retailers, which typically generate a significant portion of net revenue in the holiday quarter. Historically, we have experienced increased sales during the early spring and summer months, resulting in higher net revenue in the second fiscal quarter compared to the first fiscal quarter. The third fiscal quarter typically sees a moderate increase in net revenue relative to the second fiscal quarter, given the timing of one of our twice-yearly promotional events beginning in August. We expect this seasonality to continue in future years, subject to the timing and structure of our promotional sales strategy, including our twice-yearly promotional sales event and our annual Black Friday Cyber Monday promotion. Our operating income has reflected these historical quarterly trends as a significant portion of our expenses are relatively fixed in the short term.

Fiscal Calendar

Key Operating Metrics

In addition to the measures presented in our consolidated financial statements, we use the following key operating metrics to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions. The following table summarizes our key operating metrics for the periods presented:

	Thirteen Weeks Ended						Fiscal Years Ended
($ in thousands except DTC Net Revenue per Customer)	March 28, 2026			March 29, 2025			December 27, 2025			December 28, 2024			December 30, 2023
Active Customers(1) (as of the end of period)			1,140,000			965,000			1,083,000			946,000			834,000
DTC Net Revenue per Customer(2)		$	421		$	420		$	422		$	418		$	390
Store Count(3) (as of the end of period)			66			51			64			50			40
Gross margin(4)			70.3%			60.3%			60.2%			64.5%			64.1%

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(1)

(2)

(3)

(4)

We define gross margin as gross profit as a percentage of net revenue.

Active Customers

The number of Active Customers is a key operating metric that we use to assess the reach of our direct channel, including both our e-commerce platform and physical stores, as well as the resonance of our brand and product offering. We define an Active Customer as a unique customer who has placed at least one order through our e-commerce platform or retail or outlet stores within the last rolling 12 months (excluding retail concession customers, employee orders, gift-card only orders, and face mask only orders, as purchased during the COVID-19 pandemic). While we devote effort to identify customers who may have created duplicate profiles and consolidate profiles, this number may still contain duplicate profiles and may include accounts utilized by multiple individuals in a single household.

The number of Active Customers has increased steadily over time as we attract new customers and retain returning customers. As of March 28, 2026, our total Active Customer base was approximately 1.1 million compared to 1.0 million as of the first quarter of 2025, an increase of 18%, as we continued to acquire and retain customers efficiently and expanded our store footprint from 51 stores to 66 stores over the same time period. This growth is a function of rising brand awareness driven by new store openings, international expansion, product category extension, continued marketing efforts, and the retention of returning customers.

DTC Net Revenue per Customer

DTC Net Revenue per Customer is a key operating metric that reflects our ability to grow the average value of our customers on a trailing 12-month basis, which is key to understanding broader revenue growth trends. This metric is calculated by dividing our DTC net revenue by the number of customers counted within the period in which an item in their purchase has shipped. In 2025, 2024, and 2023, the number of customers was 1,077,000, 948,000, and 832,000, respectively. As of the first quarter of 2026 and the first quarter of 2025, the number of customers was 1,135,000 and 967,000, respectively. We use DTC Net Revenue per Customer to evaluate trends in customer spending behavior, including the extent to which customers engage with our brand across our assortment and shop across our omnichannel platform, and to assess the effectiveness of our sales strategies, marketing efforts, and customer engagement initiatives.

We continuously monitor our DTC Net Revenue per Customer and analyze trends over time to identify opportunities for improvement. From 2023 to 2025, DTC Net Revenue per Customer increased from $390 to $422, representing a 4% CAGR. DTC Net Revenue per Customer for the first quarter of 2026 was $421, compared to $420 in the first quarter of 2025, an increase of 1%. The expansion of our customer base through new customer acquisition will have a dilutive impact on our total DTC Net Revenue per Customer in the year in which they are acquired. New customers typically have a lower initial spend compared to our returning customers. As customer cohorts mature, we generally observe increases in customer spend and purchase frequency over time. As we continue to refine our strategies to enhance DTC Net Revenue per Customer, we are focused on the following initiatives:

•

Scaling our channel distribution both domestically and internationally to offer customers an omni-experience and increased access to interact and shop with our brand;

•

Expanding our product offerings across occasions and categories, through growth of existing categories, launching new categories and offering exclusive collections and collaborations that resonate with our target audience; and

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•

Increasing customer retention and order frequency through loyalty initiatives, personalized shopping experiences and other tailored marketing strategies.

By focusing on increasing DTC Net Revenue per Customer, we aim to improve our overall financial performance and create long-term value for our shareholders. We believe that a strong emphasis on customer engagement, product quality and breadth, and personalized experiences will position us for sustainable growth in the competitive apparel and accessories market.

Store Count

Store Count is a key growth lever that reflects the scale of our owned, physical retail presence and our ability to reach consumers across markets. We define Store Count as the total number of retail or outlet stores open at the end of a given period, excluding temporary store locations designated as pop-ups (which are typically open for one year or less) and our concession locations (“shop-in-shop”). In 2023, 2024, and 2025, we opened six, 10 and 15 full-price or outlet stores, respectively. As of the first quarter of 2026, we had 64 full-price stores and two outlets. In 2025, we temporarily closed our Pacific Palisades store, which remains closed, due to the Los Angeles wildfires. We regularly review the productivity of our stores and from time to time may decide to close a store due to, among other factors, underperformance, shift in consumer traffic trends, performance of retail hub in which a store is a part of or changes in local customer and other retail demographics. Our results of operations have been, and will continue to be, affected by the timing and number of stores that we operate. The following chart represents our Store Count during each of 2023, 2024, 2025, and the first quarter of 2026.

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	Thirteen Weeks Ended March 28, 2026		Fiscal Year Ended
	Thirteen Weeks Ended March 28, 2026		December 27, 2025		December 28, 2024		December 30, 2023
Beginning of Period		64		50		40		34
New store openings		2		15		10		6
Store closures		0		1		0		0
End of Period		66		64		50		40

Our store locations remain a key part of our growth strategy, and we view them as a valuable tool in helping us build our brand awareness as well as enabling our omnichannel capabilities. Our stores serve as valuable marketing vehicles for introducing new customers to our brand and driving repeat purchases and, in turn, positively impact Active Customers and DTC Net Revenue per Customer. Since 2023, our Active Customers have grown at a 16% CAGR in markets with stores, compared to an 11% CAGR in markets without stores. During the same time period, DTC net revenue grew by approximately 20% in markets with stores, compared to about 14% in markets without stores.

Additionally, our store base is highly productive with net revenue per full-price store of $2.7 million in 2025 for the 47 stores open the full fiscal year. On average, our stores pay back capital invested and pre-opening costs in under 24 months. We plan to continue to open new stores to support our growth objectives, and we see a clear pathway to more than double our Store Count in the next five years. We believe customers are drawn to the elevated design of our retail environments and the distinctive technology enabled in-store experience, which features our patented Retail X™ technology in the majority of our stores. We have designed our stores to have a refined and warm look and feel, with a mix of modern and vintage elements, and in 2025 we met over 30% of DTC new customers in our stores.

Gross Margin

We define gross margin as gross profit as a percentage of net revenue. Gross profit is equal to our net revenue less cost of goods sold. Cost of goods sold consists of all material, labor, and overhead costs incurred to manufacture or purchase merchandise sold to customers. Cost of goods sold also includes import duties, other taxes, inbound freight costs, storage costs during the manufacturing process, inventory valuation adjustments, shrinkage, and other miscellaneous costs.

Gross margin is impacted by the average price and volume of the products that we sell through our two channels and the impact of our twice-yearly promotional sales events and Black Friday Cyber Monday event.

Certain of our competitors and other retailers define cost of goods sold differently than we do. As a result, the reporting of our gross profit and gross margin may not be comparable to other companies.

Other Items

The following table provides a summary of our other items from continuing operations and the related favorable (unfavorable) impact on our gross margin ratio and selling, general, and administrative (“SG&A”) ratio:

	Thirteen Weeks Ended						Fiscal Years Ended
($ in thousands)	March 28, 2026			March 29, 2025			December 27, 2025			December 28, 2024			December 30, 2023
Gross margin
Tariffs(1)		$	—		$	(112)		$	(18,461)		$	—		$	—
Tariff refund(2)			10,154			—			—			—			—
Total Other Items		$	10,154		$	(112)		$	(18,461)		$	—		$	—
Impact on gross margin ratio			9.0%			(0.1)%			(3.6)%			—%			—%

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	Thirteen Weeks Ended						Fiscal Years Ended
($ in thousands)	March 28, 2026			March 29, 2025			December 27, 2025			December 28, 2024			December 30, 2023
Selling, general, and administrative expenses
Los Angeles Distribution Center costs(3)		$	(456)		$	(1,858)		$	(7,720)		$	(3,582)		$	—
IPO-related executive bonuses and CFO transition expenses(4)			(450)			(200)		$	(4,875)			—			—
Department store bankruptcy(5)			105			(442)			(1,730)			—			—
Total Other Items		$	(801)		$	(2,500)		$	(14,352)		$	(3,582)		$	—
Impact on SG&A ratio			(0.7)%			(2.9)%			(2.8)%			(0.8)%			—%

(1)

Represents costs related to IEEPA tariffs imposed on imported goods. This does not reflect potential future tariffs that may be implemented as a result of various policy proposals currently under consideration by the President.

(2)

Represents refunds submitted for IEEPA tariffs imposed on finished goods.

(3)

Represents incremental costs incurred in connection with the transition of our company-operated distribution center in Vernon to a larger leased facility in Vernon, California, including the temporary overlapping rent and labor costs resulting from operating both facilities during the transition period.

(4)

Represents incremental, one-time costs associated with IPO-related bonuses and CFO transition expenses.

(5)

Reflects the expense arising from the bankruptcy of a significant department store customer, which is outside the Company’s normal credit loss experience and reflects a customer-specific event.

Components of Results of Operations

Net Revenue

We generate revenue through selling our wide array of apparel and accessories, including clothing, shoes, and bags. The Company recognizes net revenue for the sale of a product at the point in time when its performance obligation has been satisfied and control of the product has transferred to the customer. A customer is deemed to have control once they are able to direct the use and receive substantially all of the benefits of the product, which occurs generally upon shipment of the goods for wholesale or e-commerce customers and upon purchase by retail customers.

Net revenue transactions are generally comprised of a single performance obligation for each individual product sold to customers through direct-to-consumer, and wholesale channels. Net revenue is measured based on a transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods to the customer.

DTC represents net revenue primarily from the Company’s website and direct product sales made from retail stores located in the US, Canada, France, and the United Kingdom. The Company manages and considers Online sales and Retail store sales as one collective DTC channel. Although sales data is captured separately at the transaction level, the Company reviews DTC channel performance on a combined basis for purposes of allocating resources and assessing customer behavior and business strategy. Wholesale and Other net revenue consists of sales made to third-party retailers such as department stores, online retailers and other wholesale partners, and other miscellaneous revenues such as sample sales and sales to distributors.

Net revenue in our DTC channel is driven by growth in the number of Active Customers and DTC Net Revenue per Customer. Net revenue in our Wholesale and Other channel is driven by the number of wholesale partners we sell to, the number of stores we are present in with each partner, and the average revenue per store.

Our focus on customer engagement drives our business and shapes how we evaluate net revenue performance. We measure our success through increases in Active Customer count and the depth of their spend, as measured by DTC Net Revenue per Customer. Because we manage a diverse array of products with thousands of SKUs at a broad range of price points, we believe analyzing volume and price does not provide a meaningful reflection of how we actively manage growth.

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Shipping and Handling Fees and Costs

Shipping and handling fees charged to customers are included in net revenues. Revenue is recognized and cost is accrued when control is transferred to the customer. Freight costs associated with shipping merchandise to and from customers are recorded within selling, general and administrative expenses.

Cost of Goods Sold

Cost of goods sold includes all material, labor, import-related costs, and overhead costs incurred to manufacture or purchase the inventory. Cost of goods sold also includes other taxes, inbound freight costs, warehouse storage costs, inventory valuation adjustments, shrinkage, and other miscellaneous costs.

We expect our cost of goods sold to fluctuate as a percentage of net revenue primarily due to product mix from customer preferences, fluctuations in landed costs, and resulting demand and management of our inventory and merchandise mix. As we continue to grow, we expect our cost of goods sold to increase with revenue due to an increased number of orders and higher input costs, including the impact of tariffs. However, we maintain a geographically diverse supply chain that enables us to quickly adjust to optimize our cost of goods.

Gross Profit and Gross Margin

Gross profit represents net revenue less cost of goods sold. Gross margin is gross profit expressed as a percentage of net revenue.

Over the past five years we have maintained an average gross margin above 60%. However, gross margin may fluctuate in the future based on a number of factors, including the average price and volume at which we sell our products through our two channels, level of discounting, and cost at which we can obtain, transport and manufacture our inventory, including the impact of tariffs.

We do not calculate channel-level gross profit or gross profit margins on a GAAP basis for our two revenue streams, DTC revenue and Wholesale and Other revenue, as these are not measures used internally by our chief operating decision maker to manage our business. We do not separately allocate resources on the basis of channel-specific GAAP gross profit margins. As a result, our accounting systems and management reporting processes have not been designed to separately capture or allocate all of the various components of the consolidated GAAP cost of goods amount segregated between the DTC and Wholesale and Other Revenue channels. Preparation of channel-specific GAAP gross profit margins would require creating arbitrary allocation models for shared indirect costs (such as manufacturing overhead, warehouse storage, and inventory valuation adjustments) that would rely on highly subjective assumptions. Because these arbitrary metrics would imply a level of precision that does not exist and does not align with how management evaluates performance, we believe presenting channel-level GAAP gross margins could be potentially misleading and may not provide a clear understanding of our financial results.

However, gross profit margins may be impacted in the future based on changes in the percentages of revenue attributable to our DTC and Wholesale and Other revenue channels. For example, our DTC channel allows us to sell products directly to consumers at full retail prices, whereas our Wholesale and Other channel has lower revenue per unit due to standard partner discounts. As such, a change in the percentages of revenue attributable to our DTC and Wholesale and Other revenue channel may impact our revenue per unit and gross margins.

Marketing Expenses

Marketing expenses consist of brand and performance marketing, including digital content, editorial content, public relations, customer insights, as well as other marketing and advertising costs. We expect our marketing expenses to increase in absolute dollars over time and to fluctuate as a percentage of net revenue depending on the timing of major marketing campaigns and the anticipated growth of our business.

Selling, General and Administrative Expenses

SG&A expenses primarily consist of employee-related costs including salaries, benefits, bonuses, and stock-based compensation for our corporate and store employees, costs associated with shipping merchandise

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to our stores and customers, information technology, credit card processing fees, lease and other operating costs for stores and corporate facilities, legal, a portion of depreciation of property and equipment, amortization of intangible assets, and other administrative costs associated with operating the business. We expect our SG&A to increase in absolute dollars over time and to fluctuate as a percentage of net revenue due to the anticipated growth of our business and additional costs associated with being a public company. Additionally, in the event of a change of control, we will recognize accelerated stock-based compensation expenses related to our time-based stock options and RSUs. Additionally, upon certain performance conditions being achieved, we may also recognize stock-based compensation for our performance-based stock options. For further information, see the section titled “— Critical Accounting Policies and Estimates.”

Interest Expense

Interest expense primarily consists of interest expense associated with the Credit Agreement.

Interest Income

Interest income consists primarily of interest generated from our cash and cash equivalents balances, and is recognized as earned. We expect our interest income to fluctuate based on our future bank balances and fluctuating interest rates.

Other Income, Net

Other income, net, consists primarily of realized and unrealized gains and losses from foreign currency transactions and other income and expenses that are not part of our core operations. We expect our other income, net, to fluctuate primarily based on changes in the prevailing exchange rates between the U.S. dollar and the currencies of our international markets.

Income Tax Provision

Income tax provision consists of income taxes related to foreign and domestic federal and state jurisdictions in which we conduct business, adjusted for allowable credits, deductions, and valuation allowance against deferred tax assets.

Results of Operations

Comparison of the Thirteen Weeks Ended March 28, 2026 and March 29, 2025

The following tables set forth our consolidated statements of operations data for the periods presented and as a percentage of net revenue.

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	Thirteen Weeks Ended										Change
($ in thousands)	March 28, 2026			March 28, 2026		March 29, 2025			March 29, 2025		$			%
Net revenue		$	112,300		100.0%		$	86,091		100.0%		$	26,209		30.4%
Cost of goods sold			33,303		29.7			34,213		39.7			(910)		(2.7)
Gross profit			78,997		70.3			51,878		60.3			27,119		52.3
Operating expenses
Marketing expenses			9,453		8.4			8,542		9.9			911		10.7
Selling, general, and administrative expenses			82,384		73.4			47,243		54.9			35,141		74.4
Total operating expenses			91,837		81.8			55,785		64.8			36,052		64.6
Income (loss) from operations			(12,840)		(11.4)			(3,907)		(4.5)			(8,933)		228.6
Other (expenses) income
Interest expense			(3,271)		(2.9)			(4,152)		(4.8)			881		(21.2)
Interest income			313		0.3			655		0.8			(342)		(52.2)
Other income, net			(255)		(0.2)			(73)		(0.1)			(182)		249.0
Total other (expense) income			(3,213)		(2.9)			(3,570)		(4.1)			357		(10.0)
Income (loss) before income taxes			(16,053)		(14.3)			(7,477)		(8.7)			(8,576)		114.7
Income tax benefit			(3,905)		(3.5)			(1,926)		(2.2)			(1,979)		102.8
Net income (loss)		$	(12,148)		(10.8)%		$	(5,551)		(6.4)%		$	(6,597)		118.8%

Net Revenue

	Thirteen Weeks Ended						Change
($ in thousands)	March 28, 2026			March 29, 2025			$			%
Direct-to-consumer (DTC)		$	98,425		$	74,696		$	23,729		31.8%
Wholesale and Other			13,875			11,395			2,480		21.8
Net revenue		$	112,300		$	86,091		$	26,209		30.4%

Net revenue increased $26.2 million, or 30.4%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. This increase was driven by an increase in DTC net revenue of $23.7 million, or 31.8%, and an increase in Wholesale and Other net revenue of $2.5 million, or 21.8%.

DTC net revenue grew 31.8% for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The increase was driven by an increase in Active Customers during the quarter of 35.5%, partially offset by a reduction of DTC Net Revenue per Customer of (3.1)%. The growth in Active Customers was driven by an increase in customer retention and an increase in new customers. DTC Net Revenue per Customer declined primarily as a result of timing of orders shipped due to increased sales on pre-order.

Wholesale and Other net revenue grew 21.8% for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025, driven by increased demand from our existing wholesale partners and in the number of wholesale doors our products are sold.

Cost of Goods Sold, Gross Profit, and Gross Margin

	Thirteen Weeks Ended						Change
($ in thousands)	March 28, 2026			March 29, 2025			$			%
Cost of goods sold		$	33,303		$	34,213		$	(910)		(2.7)%
Gross profit		$	78,997		$	51,878		$	27,119		52.3%
Gross margin			70.3%			60.3%		$			10.0%

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Cost of goods sold decreased by $0.9 million, or 2.7%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The decrease in dollar terms was primarily driven by the recognition of a $15.0 million receivable related to our application for a refund of IEEPA tariffs on imported goods in which we were importer of record. Of the $15.0 million, $12.3 million was recorded as a reduction to cost of goods sold, of which $10.2 million related to sales recorded in 2025. This reduction was partially offset by the increased sales volume.

Gross profit increased by $27.1 million, or 52.3%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The increase was driven by an increase in revenue.

Gross margin, expressed as a percentage and calculated as gross profit divided by net revenue, increased from 60.3% for the thirteen weeks ended March 29, 2025, to 70.3% for the thirteen weeks ended March 28, 2026. The 1000 basis points increase was primarily due to the recognition of a receivable for a refund of IEEPA tariffs on imported goods, of which approximately 900 basis points related to sales recorded in 2025, and strong full-price sales growth.

Operating Expenses

	Thirteen Weeks Ended						Change
($ in thousands)	March 28, 2026			March 29, 2025			$			%
Marketing expenses		$	9,453		$	8,542		$	911		10.7%
Selling, general, and administrative expenses			82,384			47,243		$	35,141		74.4
Total operating expenses		$	91,837		$	55,758		$	36,052		64.6%
As a percentage of net revenue			81.8%			64.8%					17.0%

Total operating expenses increased by $36.1 million, or 64.6%, during the first quarter of 2026 when compared to the first quarter of 2025. The increase in total operating expenses as a percentage of net revenue was driven by increases in selling, general and administrative expenses.

Marketing expenses

Marketing expenses increased $0.9 million, or 10.7%, for the thirteen weeks ended March 28, 2026 compared to the thirteen weeks ended March 29, 2025, due to increased investments to acquire new customers and retain returning customers to drive higher net revenue. As a percentage of net revenue, marketing expenses decreased from 9.9% of net revenue for the thirteen weeks ended March 29, 2025 to 8.4% of net revenue for the thirteen weeks ended March 28, 2026, driven by increased efficiencies in marketing spend.

Selling, general, and administrative expenses

SG&A expenses increased $35.1 million, or 74.4%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. As a percentage of net revenue, the other items identified earlier in this section were approximately 0.7% and 2.9% for the thirteen weeks ended March 28, 2026 and March 29, 2025, respectively. The increase was primarily due to the impact of a stock based compensation modification during the thirteen weeks ended March 28, 2026, which resulted in an incremental compensation expense of $23.8 million. The remaining increase was driven by increased selling and shipping expenses of $6.3 million due to higher sales volume and increased compensation and related benefits of $2.6 million, as a result of wage increases and headcount expansion due to new store additions and the relocation and upgrade of our new Los Angeles-based distribution center. As a percentage of net revenue, SG&A expenses were approximately 73.4% for the thirteen weeks ended March 28, 2026, compared to 54.9% for the thirteen weeks ended March 29, 2025, primarily due to the impact of stock based compensation modification during the thirteen weeks ended March 28, 2026.

Interest Expense

	Thirteen Weeks Ended						Change
($ in thousands)	March 28, 2026			March 29, 2025			$			%
Interest expense		$	(3,271)		$	(4,152)		$	881		(21.2)%

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Interest expense decreased by $0.9 million, or 21.2%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The decrease in interest expense was primarily due to lower average borrowings outstanding under the Existing Credit Facilities.

Interest Income

	Thirteen Weeks Ended						Change
($ in thousands)	March 28, 2026			March 29, 2025			$			%
Interest income		$	313		$	655		$	(342)		(52.2)%

Interest income decreased $0.3 million, or 52.2%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The decrease was driven by lower interest income due to lower average cash and cash equivalents balance during the quarter.

Other (Expense) Income, Net

	Thirteen Weeks Ended						Change
($ in thousands)	March 28, 2026			March 29, 2025			$			%
Other (expense) income, net		$	(255)		$	(73)		$	(182)		249.3%

Total other (expense) income, net, increased by $0.2 million, or 249.3%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29,2025. The increase was driven by increased foreign exchange transaction losses during the quarter.

Income Tax Benefit

	Thirteen Weeks Ended						Change
($ in thousands)	March 28, 2026			March 29, 2025			$			%
Income tax benefit		$	(3,905)		$	(1,926)		$	(1,979)		102.8%
Effective tax rate			24.3%			25.8%					(1.5)%

Income tax benefit increased by $2.0 million, or 102.8%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. Our effective tax rate decreased from 25.8% for the thirteen weeks ended March 29, 2025, to 24.3% for the thirteen weeks ended March 28, 2026. The increase in income tax benefit was primarily driven by the $8.6 million decrease in income before income tax expense. The decrease in the effective tax rate was driven by state and local income taxes including a remeasurement of the Company’s deferred tax assets and liabilities for changes in the state statutory rate.

Comparison of the Years Ended December 27, 2025 and December 28, 2024

During 2025, we identified and corrected certain accounting immaterial adjustments related to 2024, primarily related to revenue and SG&A expenses on our consolidated statement of operations. The impacts of these revisions were not material to our financial statements. Information presented in the tables below for the year ended December 28, 2024 has been revised to reflect these corrections. See Note 1 of the consolidated financial statements included elsewhere in this prospectus for additional details.

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The following tables set forth our consolidated statements of operations data for the periods presented and as a percentage of net revenue.

	Fiscal Year Ended										Change
($ in thousands)	December 27, 2025			December 27, 2025		December 28, 2024			December 28, 2024		$			%
Net revenue		$	507,104		100.0%		$	438,157		100.0%		$	68,947		15.7%
Cost of goods sold			201,617		39.8			155,550		35.5			46,067		29.6
Gross profit			305,487		60.2			282,607		64.5			22,880		8.1
Operating expenses
Marketing expenses			44,532		8.8			38,371		8.8			6,161		16.1
Selling, general, and administrative expenses			232,137		45.8			191,579		43.7			40,558		21.2
Total operating expenses			276,669		54.6			229,950		52.5			46,719		20.3
Income from operations			28,818		5.7			52,657		12.0			(23,839)		(45.3)
Other (expenses) income
Interest expense			(14,574)		(2.9)			(10,713)		(2.4)			(3,861)		36.0
Interest income			1,840		0.4			3,003		0.7			(1,163)		(38.7)
Other income, net			773		0.2			730		0.2			43		5.9
Total other (expense) income			(11,961)		(2.4)			(6,980)		(1.6)			(4,981)		71.4
Income before income taxes			16,857		3.3			45,677		10.4			(28,820)		(63.1)
Income tax provision			4,219		0.8			12,747		2.9			(8,528)		(66.9)
Net income		$	12,638		2.5%		$	32,930		7.5%		$	(20,292)		(61.6)%

Net Revenue

	Fiscal Year Ended						Change
($ in thousands)	December 27, 2025			December 28, 2024			$			%
Direct-to-consumer (DTC)		$	454,060		$	396,355		$	57,705		14.6%
Wholesale and Other			53,044			41,802			11,242		26.9
Net revenue		$	507,104		$	438,157		$	68,947		15.7%

Net revenue increased by $68.9 million, or 15.7%, in 2025 compared to 2024. The increase was driven by an increase in DTC net revenue of $57.7 million, or 14.6%, and an increase in Wholesale and Other net revenue of $11.2 million, or 26.9%.

DTC net revenue grew 14.6% in 2025 compared to 2024. The increase was driven by an increase in Active Customers of 14.4% during the period and an increase in DTC Net Revenue per Customer of 1.0%. The growth in Active Customers was a result of product and brand resonance, new customer acquisition and existing customer retention, as well as the opening of 15 new stores during 2025. These increases were partially offset by store closures resulting from the Los Angeles wildfires, planned store renovations and the scheduled closure of one temporary pop-up location. Since we manage and consider Online sales and Retail store sales as one collective DTC channel, DTC net revenue was impacted by these factors as a whole.

Wholesale and Other net revenue grew 26.9% during 2025, driven by increased demand from our existing wholesale partners and an increase in the number of wholesale doors in which our products are sold.

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Cost of Goods Sold, Gross Profit, and Gross Margin

	Fiscal Year Ended						Change
($ in thousands)	December 27, 2025			December 28, 2024			$			%
Cost of goods sold		$	201,617		$	155,550		$	46,067		29.6%
Gross profit		$	305,487		$	282,607		$	22,880		8.1%
Gross margin			60.2%			64.5%					(4.3)%

Cost of goods sold increased by $46.1 million, or 29.6%, in 2025 compared to 2024. The increase in dollar terms was primarily due to increased sales volume and increased product costs as a result of tariffs.

Gross profit increased by $22.9 million, or 8.1%, in 2025 compared to 2024. The increase was driven by the increase in net revenue.

Gross margin, expressed as a percentage and calculated as gross profit divided by net revenue, decreased to 60.2% in 2025 from 64.5% in 2024. The 430 basis points decrease was primarily due to the impact of IEEPA tariffs, which represented approximately 360 basis points, and by a shift in calendar for our winter promotional event from the fourth quarter of 2024 to the first quarter of 2025. We intend to continue to maintain a geographically diverse supply chain to optimize our cost of goods and reduce the impact of future tariffs.

Operating Expenses

	Fiscal Year Ended						Change
($ in thousands)	December 27, 2025			December 28, 2024			$			%
Marketing expenses		$	44,532		$	38,371		$	6,161		16.1%
Selling, general, and administrative expenses			232,137			191,579			40,558		21.2
Total operating expenses		$	276,669		$	229,950		$	46,719		20.3%
As a percentage of net revenue			54.6%			52.5%					2.1%

Total operating expenses increased by $46.7 million, or 20.3%, during 2025 when compared to 2024. The increase in total operating expenses was driven by a $40.6 million, or 21.2%, increase in SG&A expenses and a $6.2 million, or 16.1%, increase in marketing expenses.

Marketing expenses

The increase in marketing expenses was driven by continued investment in new customer acquisition and retention of returning customers with brand and performance marketing initiatives. As a percentage of net revenue, marketing expenses were flat at 8.8% during 2025 compared to 2024.

Selling, general, and administrative expenses

The increase in SG&A expenses was primarily driven by increases in shipping and other selling expenses of $13.9 million, personnel and related expenses of $13.7 million, rent expense of $9.6 million, and depreciation and amortization of $3.1 million, as a result of increased headcount and an increase of 15 new stores, partially offset by the closure of the Pacific Palisades store. SG&A expenses include a $1.7 million expense from the bankruptcy of a significant department store customer, and $7.7 million of relocation costs for the opening of our new distribution center. In connection with the relocation of our distribution center, we vacated our prior facility in Vernon, California. We have sublet the prior facility to a third-party subtenant through the end of our lease term in August 2026. As a percentage of net revenue, the other items identified earlier in this section were approximately 2.8% and 0.8% for 2025 and 2024, respectively. As a percentage of net revenue, SG&A expenses increased to 45.8% during 2025 from 43.7% during 2024 as we made investments in our workforce, stores and supply chain and public company readiness costs.

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Interest Expense

	Fiscal Year Ended						Change
($ in thousands)	December 27, 2025			December 28, 2024			$			%
Interest expense		$	(14,574)		$	(10,713)		$	(3,861)		36.0%

Interest expense increased $3.9 million in 2025 compared to 2024. The increase in interest expense was driven by higher interest incurred on borrowings under the Existing Credit Facilities which closed on May 2, 2024.

Interest Income

	Fiscal Year Ended						Change
($ in thousands)	December 27, 2025			December 28, 2024			$			%
Interest income		$	1,840		$	3,003		$	(1,163)		(38.7)%

Interest income decreased $1.2 million, or 38.7%, during 2025 compared to 2024. The decrease was driven by lower interest income due to the lower average cash and cash equivalents in the period.

Other Income, Net

	Fiscal Year Ended						Change
($ in thousands)	December 27, 2025			December 28, 2024			$			%
Other income, net		$	773		$	730		$	43		5.9%

Total other income, net, increased by less than $0.1 million, or 5.9%, during 2025 compared to 2024. The increase was driven by increases in foreign exchange transaction gains during 2025.

Income Tax Provision

	Fiscal Year Ended						Change
($ in thousands)	December 27, 2025			December 28, 2024			$			%
Income tax provision		$	4,219		$	12,747		$	(8,528)		(66.9)%
Effective tax rate			25.0%			27.9%					(2.9)%

Income tax expense decreased by $8.5 million, or 66.9%, for 2025 compared to 2024. Our effective tax rate decreased from 27.9% in 2024 to 25.0% in 2025. This decrease in income tax expense was primarily driven by the $28.8 million decrease in income before income tax expense. The decrease in the effective tax rate was driven by state and local income taxes including a remeasurement of the Company’s deferred tax assets and liabilities for changes in the state statutory rate.

Comparison of the Years Ended December 28, 2024 and December 30, 2023

During 2025, we identified and corrected certain accounting immaterial adjustments, primarily related to revenue and SG&A expenses on our consolidated statement of operations. The impacts of these revisions were not material to our financial statements. Information presented in the tables below for the year ended December 28, 2024 and December 30, 2023 has been revised to reflect these corrections. See Note 1 of the consolidated financial statements included elsewhere in this prospectus.

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The following tables set forth our consolidated statements of operations data for the periods presented and as a percentage of net revenue.

	Fiscal Year Ended										Change
($ in thousands)	December 28, 2024			December 28, 2024		December 30, 2023			December 30, 2023		$			%
Net revenue		$	438,157		100.0%		$	359,523		100.0%		$	78,634		21.9%
Cost of goods sold			155,550		35.5			129,185		35.9			26,365		20.4
Gross profit			282,607		64.5			230,338		64.1			52,269		22.7
Operating expenses
Marketing expenses			38,371		8.8			33,685		9.4			4,686		13.9
Selling, general, and administrative expenses			191,579		43.7			159,076		44.2			32,503		20.4
Total operating expenses			229,950		52.5			192,761		53.6			37,189		19.3
Income from operations			52,657		12.0			37,577		10.5			15,080		40.1
Other (expenses) income
Interest expense			(10,713)		(2.4)			—		—			(10,713)		—
Interest income			3,003		0.7			1,052		0.3			1,951		185.5
Other income, net			730		0.2			123		0.1			607		493.5
Total other (expense) income			(6,980)		(1.6)			1,175		0.4			(8,155)		(694.0)
Income before income taxes			45,677		10.4			38,752		10.8			6,925		17.9
Income tax provision			12,747		2.9			14,866		4.1			(2,119)		(14.3)
Net income		$	32,930		7.5%		$	23,886		6.6%		$	9,044		37.9%

Net Revenue

	Fiscal Year Ended						Change
($ in thousands)	December 28, 2024			December 30, 2023			$			%
Direct-to-consumer (DTC)		$	396,355		$	324,187		$	72,168		22.3%
Wholesale and Other			41,802			35,336			6,466		18.3
Net revenue		$	438,157		$	359,523		$	78,634		21.9%

Net revenue increased $78.6 million, or 21.9% in 2024 compared to 2023. The increase was driven by an increase in DTC net revenue of $72.2 million, or 22.3%, and an increase in Wholesale and Other net revenue of $6.5 million, or 18.3%.

DTC net revenue grew 22.3% in 2024 compared to 2023. The increase was driven by an increase in Active Customers of 13.4%, along with expansion of DTC Net Revenue per Customer of 7.2%. The growth in Active Customers was driven by an increase in customer retention and an increase in new customers. DTC Net Revenue per Customer growth was driven by increases for both new and returning customers.

Wholesale and Other net revenue grew 18.3% in 2024 compared to 2023, driven by increased demand from our existing wholesale partners and in the number of wholesale doors our products are sold.

Fiscal 2024 consisted of a 52-week fiscal year and fiscal 2023 consisted of a 53-week fiscal year, which may impact comparability of net revenue. Adjusted for the 53rd week, 2024 net revenue grew approximately 24% year-over-year compared to 2023.

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Cost of Goods Sold, Gross Profit and Gross Margin

	Fiscal Year Ended						Change
($ in thousands)	December 28, 2024			December 30, 2023			$			%
Cost of goods sold		$	155,550		$	129,185		$	26,365		20.4%
Gross profit			282,607			230,338			52,269		22.7%
Gross margin			64.5%			64.1%					0.4%

Cost of goods sold increased by $26.4 million, or 20.4%, in 2024 compared to 2023. The increase in dollar terms was driven by increased sales volume.

Gross profit increased by $52.3 million, or 22.7%, in 2024 compared to 2023. The increase was driven by an increase in revenue and an increase in gross margin.

Gross margin, expressed as a percentage and calculated as gross profit divided by net revenue, increased from 64.1% in 2023 to 64.5% in 2024. Gross margin for 2024 was higher compared to the same period in the prior year primarily due to a shift in calendar for the winter promotional event from the fourth quarter of 2024 to the first quarter of 2025, partially offset by an increase in inventory reserves, and increased sales discounts associated with the growth of our wholesale channel.

Operating Expenses

	Fiscal Year Ended						Change
($ in thousands)	December 28, 2024			December 30, 2023			$			%
Marketing expenses		$	38,371		$	33,685		$	4,686		13.9%
Selling, general, and administrative expenses			191,579			159,076			32,503		20.4
Total operating expenses		$	229,950		$	192,761		$	37,189		19.3%
As a percentage of net revenue			52.5%			53.6%					(1.1)%

The decrease in total operating expenses as a percentage of net revenue was driven by increased efficiencies in marketing spend.

Marketing expenses

Marketing expenses increased $4.7 million, or 13.9%, in 2024 compared to 2023, due to increased investments to acquire new customers and retain returning customers to drive higher net revenues. As a percentage of net revenue, marketing expenses decreased from 9.4% of net revenue in 2023 to 8.8% of net revenue in 2024, driven by increased efficiencies in marketing spend.

Selling, general, and administrative expenses

SG&A expenses increased $32.5 million, or 20.4%, in 2024 compared to 2023. As a percentage of net revenue, the other items identified earlier in this section were approximately 0.8% and nil for 2024 and 2023, respectively. The increase was driven by increases in compensation and related benefits, as a result of wage increases and headcount expansion due to new store additions and the relocation and upgrade of our new Los Angeles-based distribution center. Shipping expenses also increased due to increased sales volume. As a percentage of net revenue, SG&A expenses were approximately 43.7% versus 44.2% in 2023, as we were able to leverage our fixed costs while investing in our workforce, stores and supply chain.

Interest Expense

	Fiscal Year Ended						Change
($ in thousands)	December 28, 2024			December 30, 2023			$			%
Interest expense		$	(10,713)		$	—		$	(10,713)		—%

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Interest expense increased $10.7 million in 2024 compared to 2023. The increase was associated with borrowings under the Existing Credit Facilities entered into on May 2, 2024.

Interest Income

	Fiscal Year Ended						Change
($ in thousands)	December 28, 2024			December 30, 2023			$			%
Interest income		$	3,003		$	1,052		$	1,951		185.5%

Interest income increased $2.0 million in 2024 compared to 2023. The increase was due to the increase in cash and cash equivalents and an increase in interest rates earned on our cash and cash equivalents deposits.

Other Income, Net

	Fiscal Year Ended						Change
($ in thousands)	December 28, 2024			December 30, 2023			$			%
Other income, net		$	730		$	123		$	607		493.5%

Total other income, net, increased by $0.6 million primarily due to increases in foreign exchange transaction gains during 2024.

Income Tax Provision

	Fiscal Year Ended						Change
($ in thousands)	December 28, 2024			December 30, 2023			$			%
Income tax provision		$	12,747		$	14,866		$	(2,119)		(14.3)%
Effective tax rate			27.9%			38.4%					(10.5)%

Income tax expense decreased by $2.1 million, or 14.3%, for 2024 compared to 2023. Our effective tax rate decreased from 38.4% in 2023 to 27.9% in 2024. This decrease in income tax expense and effective tax rate was driven by state and local income taxes including a remeasurement of the Company’s deferred tax assets and liabilities in the amount of $3.7 million due to changes in guidance regarding the application of California tax law during 2023 which increased the state statutory rate to 7.7%.

Non-GAAP Financial Measures

In addition to our consolidated financial statements, which are prepared in accordance with GAAP, we present certain non-GAAP measures in this prospectus as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our operating performance.

The following table summarizes our key financial metrics and non-GAAP financial measures for the periods presented:

	Thirteen Weeks Ended						Fiscal Years Ended
($ in thousands)	March 28, 2026			March 29, 2025			December 27, 2025			December 28, 2024			December 30, 2023
Net revenue		$	112,300		$	86,091		$	507,104		$	438,157		$	359,523
Net income (loss)		$	(12,148)		$	(5,551)		$	12,638		$	32,930		$	23,886
Adjusted EBITDA(1)		$	15,855		$	(322)		$	44,996		$	67,868		$	49,272
Adjusted EBITDA margin(2)			14.1%			(0.4)%			8.9%			15.5%			13.7%

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(1)

(2)

We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net revenue.

Adjusted EBITDA and Adjusted EBITDA margin

We define Adjusted EBITDA as net income before interest, taxes, and depreciation and amortization as further adjusted for stock compensation expense, transaction costs, and other costs not indicative of our ongoing core operations. We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net revenue. Adjusted EBITDA and Adjusted EBITDA margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate Adjusted EBITDA and Adjusted EBITDA margin in the same manner. We present Adjusted EBITDA and Adjusted EBITDA margin because we consider these metrics to be important supplemental measures of our performance and believe that both measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

Management uses Adjusted EBITDA and Adjusted EBITDA margin:

•

as measurements of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, since they remove the impact of items not directly resulting from our core operations;

•

for planning purposes, including the preparation of our internal annual operating budget and financial projections; and

•

to evaluate the performance and effectiveness of our operational strategies.

By providing these non-GAAP financial measures, together with a reconciliation to the most directly comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and should not be considered in isolation, or as alternatives to, or substitutes for net income or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:

•

Adjusted EBITDA does not reflect all our cash expenditures, or future requirements for capital expenditures, or contractual commitments;

•

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

•

Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

•

other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for

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these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments to exclude the impact of interest, income tax provision (benefit), depreciation and amortization, stock-based compensation expense, transaction costs, and other costs. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and may complicate comparisons of our internal results of operations and results of operations of other companies over time. In addition, Adjusted EBITDA includes adjustments for other items that we do not expect to regularly record following this offering. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

	Thirteen Weeks Ended						Fiscal Year Ended
($ in thousands)	March 28, 2026			March 29, 2025			December 27, 2025			December 28, 2024			December 30, 2023
Net income (loss)		$	(12,148)		$	(5,551)		$	12,638		$	32,930		$	23,886
Interest and other expense (income)			3,213			3,570			11,961			6,980			(1,175)
Income tax provision (benefit)			(3,905)			(1,926)			4,219			12,747			14,866
Depreciation and amortization			4,162			2,861			13,173			10,099			8,480
Stock-based compensation expense(1)			24,071			309			1,095			1,161			1,908
Transaction costs(2)			375			375			768			3,462			35
Legal costs(3)			71			13			986			54			507
Other one-time costs(4)			16			27			156			435			765
Adjusted EBITDA		$	15,855		$	(322)		$	44,996		$	67,868		$	49,272
Net revenue			112,300			86,091			507,104			438,157			359,523
Net income (loss) margin			(10.8)%			(6.4)%			2.5%			7.5%			6.6%
Adjusted EBITDA margin			14.1%			(0.4)%			8.9%			15.5%			13.7%

(1)

(2)

(3)

Represents one-time legal costs and settlements.

(4)

Unaudited Quarterly Results of Operations Data

The following table sets forth unaudited quarterly consolidated statements of operations data for each of the eight quarters presented. The information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. These quarterly results are not necessarily indicative of our operating results to be expected for fiscal 2026 or any other future period. This data should be read in conjunction with our consolidated financial statements, related notes and other financial information included elsewhere in this prospectus, as well as “— Non-GAAP Financial Measures.”

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	13 Weeks Ended
	March 28, 2026			December 27, 2025			September 27, 2025			June 28, 2025			March 29, 2025			December 28, 2024			September 28, 2024			June 29, 2024
Statements of Operations Data	(unaudited, in thousands)
Net revenue		$	112,300		$	150,223		$	145,716		$	125,073		$	86,092		$	121,241		$	130,920		$	113,842
Gross profit			78,997			88,654			84,389			80,566			51,878			74,901			82,082			79,140
Gross profit as a percentage of net revenue			70.3%			59.0%			57.9%			64.4%			60.3%			61.8%			62.7%			69.5%
Net income (loss)		$	(12,148)		$	6,306		$	4,968		$	6,915		$	(5,551)		$	5,522		$	8,744		$	15,212
Net income (loss) margin			(10.8)%			4.2%			3.4%			5.5%			(6.4)%			4.6%			6.7%			13.4%
Non-GAAP Financial Measures
Adjusted EBITDA		$	15,855		$	14,741		$	14,061		$	16,516		$	(322)		$	13,211		$	22,570		$	25,282
Adjusted EBITDA margin			14.1%			9.8%			9.6%			13.2%			(0.4)%			10.9%			17.2%			22.2%

	13 Weeks Ended
(in thousands except percentages)	March 28, 2026			December 27, 2025			September 27, 2025			June 28, 2025			March 29, 2025			December 28, 2024			September 28, 2024			June 29, 2024
Adjusted EBITDA	(unaudited, in thousands)
Net income (loss)		$	(12,148)		$	6,306		$	4,968		$	6,915		$	(5,551)		$	5,522		$	8,744		$	15,212
Interest and other expense (income)			3,213			1,964			3,114			3,313			3,570			1,931			4,027			1,603
Income tax provision (benefit)			(3,905)			1,702			2,083			2,360			(1,926)			2,265			3,763			5,307
Depreciation and amortization			4,162			3,910			3,387			3,015			2,861			2,750			2,690			2,434
Stock-based compensation expense(1)			24,071			238			289			259			309			297			371			262
Transaction costs(2)			375			—			—			393			375			188			2,888			384
Legal costs(3)			71			615			209			149			13			(164)			87			80
Other one-time costs(4)			16			6			11			112			27			422			—			—
Adjusted EBITDA		$	15,855		$	14,741		$	14,061		$	16,516		$	(322)		$	13,211		$	22,570		$	25,282
Net revenue		$	112,300		$	150,223		$	145,716		$	125,073		$	86,092		$	121,241		$	130,920		$	113,842
Net income (loss) margin			(10.8)%			4.2%			3.4%			5.5%			(6.4)%			4.6%			6.7%			13.4%
Adjusted EBITDA margin			14.1%			9.8%			9.6%			13.2%			(0.4)%			10.9%			17.2%			22.2%

(1)

(2)

(3)

Represents one-time legal costs and settlements.

(4)

Liquidity and Capital Resources

As of March 28, 2026, we had cash and cash equivalents of $41.2 million. Our operations have been funded through cash flows from our operating activities, including the sale of our products.

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Our primary liquidity requirements are to fund our operations and other general corporate purposes and to service our debt. Our ability to generate cash from our operations depends on our future operating performance, which is dependent, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors, many of which are beyond our control, as well as other factors including those discussed in this section and the section entitled “Risk Factors.” We believe our existing cash and cash equivalents, funds available under our revolving credit facility, and cash flows from operating activities will be sufficient to fund our operations for at least the next 12 months. The following tables show our cash and cash equivalents, accounts receivable and working capital as of the dates indicated:

	As of
(in thousands)	March 28, 2026			December 27, 2025
Cash and cash equivalents		$	41,217		$	65,473
Accounts receivable, net			16,820			18,407
Net working capital		$	58,861		$	54,769

Our future capital requirements will depend on many factors, including, but not limited to, revenue growth rate, growth in the number of stores, expansion of our geographies and product offerings, ability to execute new marketing initiatives, and the timing of investments in technology and personnel to support the overall growth in our business. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. There can be no assurances that we will be able to raise additional capital. In the event additional financing is required from outside sources, we may not be able to negotiate terms acceptable to us or at all. If we are unable to raise additional capital when required or on favorable terms, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, financial condition, and cash flows would be adversely affected.

Credit Facility

On March 28, 2026, the Borrower and certain of its subsidiaries entered into a senior secured credit facility, consisting of a five-year, $165.0 million term loan facility and a five-year, $30.0 million revolving credit facility (collectively, the “Existing Credit Facilities”).

On June 17, 2026, the Borrower and certain of its subsidiaries entered into an amendment to the Existing Credit Agreement, which, among other things, (i) provides for additional term loans in the aggregate principal amount of $92.0 million (collectively with the Existing Credit Facilities, the “Credit Facilities”), (ii) extends the maturity applicable to the Credit Facilities to June 17, 2031 and (iii) includes a revised amortization schedule applicable to all outstanding term loans after giving effect to the amendment (as described below). On June 17, 2026, the Borrower borrowed $92.0 million of additional term loans pursuant to the new term loan commitments, which are subject to substantially the same terms as the existing term loans previously incurred under the Credit Agreement, as amended by the amendment. Borrowings under the Credit Facilities bear interest at a rate per annum equal to, at the borrower’s option, either (a) a term benchmark rate plus an applicable margin of 3.75%, or (b) an alternate base rate plus an applicable margin of 2.75%. All term benchmark rates are subject to a 0.00% floor. Alternative base rate interest rates are subject to a 1.00% floor.

The borrower is required to pay (i) a commitment fee based on the daily unused portion of the revolving credit facility equal to 0.50% per annum and (ii) customary fees to each issuer of a letter of credit provided under the Credit Agreement.

In addition to required interest payments, beginning on March 31, 2027, the term loans outstanding under the Credit Agreement will be subject to quarterly amortization payments equal to the initial principal amount of the term loans, multiplied by (i) for the period ending March 31, 2027 through December 31, 2027, 0.625% per quarter, (ii) for the period ended March 31, 2028 through December 31, 2030, 1.25% per quarter and (iii) for the periods ended March 31, 2031 until the Credit Facilities mature, 1.875% per quarter. Upon the completion of a qualifying initial public offering, the required repayment percentage will step down to 0.625% per quarter until the Credit Facilities mature.

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The Credit Agreement also contains customary representations and warranties, affirmative and negative covenants and restrictive covenants for facilities of this type. The restrictive covenants limit the borrower and its subsidiaries’ ability to, among other things, incur indebtedness, create liens, make restricted payments, make cash payments on junior financing, make investments, merge, amalgamate or consolidate, dispose of assets, enter into transactions with affiliates and enter into sale and lease back transactions, in each case subject to customary materiality thresholds and other exceptions. The Credit Agreement also provides for customary events of default. The obligations under the Credit Facilities are guaranteed by REF Holdings, Inc. and certain of the borrower’s material, wholly owned domestic subsidiaries and secured by a first-priority lien on substantially all assets of REF Holdings, Inc., the borrower and certain of the borrower’s material, wholly owned subsidiaries, in each case, subject to certain customary exceptions and exclusions.

The borrower is subject to financial maintenance covenants which are measured on a quarterly basis. The borrower was in compliance with all financial covenants contained in its debt agreements as of March 28, 2026, December 27, 2025, and December 28, 2024. See Note 7 to our consolidated financial statements included elsewhere in this prospectus for additional details.

Holding Company Status

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash distributions and other transfers from our subsidiaries to meet our obligations and to make future dividend payments, if any. The Credit Facilities contain covenants restricting payments of dividends by our subsidiaries, including REF Holdings, Inc., unless certain conditions are met. These covenants provide for certain exceptions for specific types of payments.

Based on these restrictions, substantially all of the net assets of the Company were restricted pursuant to the terms of the Existing Credit Facilities as of March 28, 2026. Since the restricted net assets of REF Holdings, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, refer to our audited consolidated financial statements included elsewhere in this prospectus for condensed parent company financial information of Reformation Inc. and its subsidiaries.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

	Thirteen Weeks Ended						Fiscal Year Ended
(in thousands)	March 28, 2026			March 29, 2025			December 27, 2025			December 28, 2024			December 30, 2023
Net cash (used in) provided by operating activities		$	(17,197)		$	(23,529)		$	26,670		$	44,265		$	37,808
Net cash used in investing activities			(4,821)			(7,149)			(44,543)			(26,149)			(13,692)
Net cash (used in) provided by financing activities			(2,021)			(971)			(5,156)			(6,399)			29
Effect of exchange rate changes on cash and cash equivalents			(217)			159			824			(542)			160
Net increase (decrease) in cash and cash equivalents		$	(24,256)		$	(31,490)		$	(22,205)		$	11,175		$	24,305

Cash Flows Provided By Operating Activities

Net cash used by operating activities was $17.2 million for the thirteen weeks ended March 28, 2026, representing a $6.3 million decrease in cash used from the thirteen weeks ended March 29, 2025. This decrease in cash used was primarily driven by the impact of a $17.1 million change in net income and non-cash adjustments related to depreciation, stock-based compensation expense, operating lease right-of-use assets, and deferred income taxes and a $0.9 million change in operating lease liabilities. This impact was partially offset by an approximate $11.7 million impact from changes in operating working capital primarily driven by increases in accounts receivable and IEEPA tariff receivable. The increase in accounts receivable and

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IEEPA tariff receivable was primarily attributable to the recognition of a $15.0 million receivable for IEEPA tariffs refunds on imported goods in which we were importer of record.

Net cash provided by operating activities was $26.7 million for 2025, representing a $17.6 million decline from 2024. This decrease was primarily attributable to a $20.3 million decline in net income, which was significantly impacted by tariff-related costs, and a $7.1 million increase in cash lease payments resulting from the addition of 15 new retail stores and the relocation of our distribution center. Additionally, cash flows were affected by unfavorable fluctuations in operating working capital of $3.4 million, driven largely by higher accounts receivable balances associated with growth in our Wholesale and Other channels. These impacts were partially offset by a $13.3 million year-over-year increase in non-cash adjustments to net income, including depreciation, amortization, and stock-based compensation.

Net cash provided by operating activities was $44.3 million for 2024, an increase of $6.5 million compared to $37.8 million for 2023. The increase was primarily driven by a $9.0 million improvement in net income, adjusted by year-over-year increase in non-cash items of $0.8 million, reflecting our continued growth. This growth was partially offset by a $2.4 million unfavorable fluctuation in operating working capital, which was largely driven by increases in inventory purchases to support higher sales volume and new store openings. Cash used for operating lease payments increased to $9.9 million, up from $8.9 million in the prior year, as we continued to expand our physical retail footprint.

Cash Flows Used In Investing Activities

Our primary investing activities have consisted of purchases of property and equipment to support our distribution center relocation, store footprint expansion and our overall business growth. Purchases of property and equipment may vary from period-to-period due to timing of the expansion of our operations.

For the thirteen weeks ended March 28, 2026 and March 29, 2025, net cash used in investing activities was $4.8 million and $7.1 million, respectively, which was primarily related to our investment in our relocated distribution center and the build-out of new stores.

For 2025, 2024, and 2023, net cash used in investing activities was $44.5 million, $26.1 million, and $13.7 million, respectively, related to purchases of property and equipment to support our growth, primarily related to our $27.0 million investment in our relocated distribution center and the build-out of new stores.

Cash Flows (Used In) Provided By Financing Activities

Our financing activities primarily consist of repurchases of our common stock, proceeds from the exercise of stock options, tax withholdings on share-based payment awards and borrowings and repayments related to the existing term loan and line of credit, when applicable.

For the thirteen weeks ended March 28, 2026 and March 29, 2025, net cash used in financing activities was $2.0 million and $1.0 million, respectively, which was primarily related to the principal payments of our term loan.

For 2025, net cash used in financing activities was $5.2 million, which was primarily related to the principal payments of our term loan.

For 2024, net cash used in financing activities was $6.4 million, which was primarily related to $161.0 million in borrowings from the Existing Credit Facilities and $0.4 million in proceeds from the exercise of stock options, offset by a payment of $165.5 million for the repurchase of common stock from stockholders, principal repayments of $1.0 million, and the payment of debt issuance costs of $1.3 million.

For 2023, net cash provided by financing activities was $0.1 million.

Contractual Obligations and Commitments

Our operating lease commitments relate primarily to our store, warehouse, distribution and office locations. The Company’s lease terms may include options to extend or terminate the lease and are, therefore, included in the operating lease right-of-use assets and operating lease liabilities when such options are reasonably certain to be exercised. These leases expire on various dates through 2040. For additional

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discussion on our operating lease obligations, see Note 13 to our audited consolidated financial statements included elsewhere in this prospectus.

The term loans require quarterly principal and interest payments, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of June 17, 2031. The Credit Facilities may be prepaid in whole or in part prior to the maturity date and is subject to certain lender fees if converted, assigned, or paid on a day other than the end of the interest period. As of the first quarter of 2026, the outstanding principal balance of the term loans was $156.8 million and the carrying value was $154.1 million, net of unamortized debt issuance costs of $2.6 million.

Purchase obligations primarily include agreements for a licensed platform with minimum usage commitments. Purchase obligations do not include agreements that are cancelable without penalty.

Off-Balance Sheet Arrangements

We enter into standby letters of credit to secure certain leases in lieu of a cash security deposit. We had issued letters of credit of $3.6 million as of the first quarter of 2026, under the Existing Credit Facilities. We did not have any other off-balance sheet arrangements as of the first quarter of 2026.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes thereto included elsewhere in this prospectus are prepared in accordance with GAAP. The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of our operations. See Note 2 to our consolidated financial statements included elsewhere in this prospectus for a description of our other significant accounting policies.

Inventories

Inventories are stated at the lower of cost or net realizable value. On an ongoing basis, inventories are evaluated for obsolescence and slow-moving items. If our review indicates a reduction in utility below carrying value, inventories are reduced to a new cost basis. We analyze the quantity of inventory on hand, the historical selling price, the quality and age of the inventory, the intended sales channel and the expected sales price and cost of making the sale when evaluating the value of our inventory. If the sales volume or sales price of specific products declines, additional write-downs may be required. As of March 28, 2026 and December 27, 2025, the net carrying value of our inventories was $70.8 million and $60.6 million, respectively, which included provisions for obsolete and damaged inventory of $15.4 million and $14.5 million, respectively.

The provision for obsolete and damaged inventory is primarily driven by our systematic evaluation of inventory aging and product demand. Our provision reflects the high velocity of our product lifecycles and the inherent seasonality of our business. This estimate incorporates our just-in-time inventory management practices and reflects historical recovery rates on seasonal products and styles flagged for markdown.

Net Revenue

We record revenue at the transaction price which is measured as the amount of consideration we anticipate receiving in exchange for selling product to customers. Revenue is recognized as the net amount estimated to be received after deducting estimated or known amounts for sales returns and chargebacks. Variable consideration is estimated using the expected value method based primarily on historical utilization and redemption rates. The determination of our sales return reserves involves the estimation of expected return rates based on historical trends and seasonal fluctuations. Our estimates are primarily driven by our

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standard return policy, which allows customers the right to return products within 30 days of the purchase date. Estimates are reviewed regularly until product returns are realized and the result of any such adjustments are known. We believe the estimation policy is appropriate and reflects the amount of net revenue we expect to realize for a sales transaction based on the expected value method.

We account for gift card transactions by recording a contract liability at the time gift cards are issued to the customer in exchange for consideration from the customer. Contract liabilities for customer gift cards remain on our books until the gift card is redeemed by the customer, at which time we record the redemption of the gift card for merchandise as net revenue. Gift cards do not have an expiration date. We determine the probability of gift cards being redeemed based on historical redemption patterns and recognize net revenue on unredeemed gift cards where the likelihood of the gift card being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage).

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and trade name were recorded in connection with the acquisition of 100% of the outstanding equity interest of LYMI Inc. and its subsidiaries by REF Topco, Inc. on August 26, 2019. Under the terms of this acquisition, Permira acquired a 65% controlling interest in the Company. Pursuant to the acquisition, we performed a purchase price allocation, which resulted in the recognition of $209.4 million in goodwill and $309.1 million in identifiable trade name intangible assets. These amounts have remained unchanged since the acquisition date, as no impairment has been recorded to date.

We first assess qualitative factors to determine whether a quantitative impairment test is necessary. Further testing is only required if we determine, based on the qualitative assessment, that it is more-likely-than-not that the fair value is less than its carrying amount. If we determine that the fair value of our reporting unit is less than the carrying value, a goodwill impairment loss is recognized in the amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. For indefinite-lived intangibles, if it is determined that it is more-likely-than-not that the fair value is less than the carrying value, we will estimate the fair value, usually determined by the estimated discounted future cash flows of the asset and compare that value with its carrying amount. If the carrying value of the intangible asset exceeds the fair value, we recognize an impairment charge equal to the difference.

We have a single reporting unit for goodwill impairment testing, which is consistent with our single operating segment. Our most recent goodwill impairment test consisted of a qualitative assessment. In performing this qualitative assessment, we evaluated macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Based on this qualitative assessment, we determined that it is more likely than not that the fair value of our reporting unit exceeds its carrying amount, therefore, we recognized no impairment loss.

Stock-Based Compensation

We recognize compensation expense for stock-based awards based on the grant date fair value, on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of the outstanding stock awards. Compensation expense for awards with an implied performance vesting condition and market condition is recognized when it is determined that it is probable that the vesting condition will be satisfied.

We use the Black-Scholes valuation method to determine the grant date fair value of its timed-based option compensation and a Monte Carlo simulation model to determine the grant date fair value of its market and implied performance-based option compensation. These assumptions include estimating the expected term, or the length of time employees will retain their vested stock options before exercising them,

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the estimated volatility of our common stock price over the expected term, the fair value of our stock, the risk-free interest rate, and the expected dividend yield. Changes in these assumptions can materially affect the estimate of fair value of stock-based compensation. We account for forfeitures as they occur.

Compensation expense for service-based awards is recognized on a straight-line basis over the service period, subject to minimum recognition of at least the amount of compensation expense that is legally vested. Compensation expense for awards with performance conditions and market conditions are recognized when we conclude it is probable the condition will be met.

The following range of assumptions was used for time-based stock options granted during the thirteen weeks ended March 28, 2026 and March 29, 2025, and the years ended December 27, 2025 and December 28, 2024, respectively:

	Thirteen Weeks Ended						Years Ended
	March 28, 2026			March 29, 2025			December 27, 2025			December 28, 2024
Expected term (years)			0.3			0.7			0.6			1.0
Expected volatility			45.0%			40.0%			40.0%			38.0%
Risk-free interest rates			3.76%			4.23%			4.24%			5.16%
Weighted-average grant date fair value per share		$	—		$	405.97		$	385.06		$	951.01

The weighted-average grant-date fair value of performance-based options granted under the 2019 Plan was nil, $329.00, $881.00, and $282.42 for the quarter ended March 28, 2026 and the years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.

During the fiscal year ended December 27, 2025, our board of directors granted RSUs to certain employees outside of the 2019 Plan.

The awards contain both a service condition and a performance-based condition. Under the service condition, the awards vest over a period of three or four years. The performance condition accelerates vesting upon the occurrence of a “change in control” (as defined in the applicable RSU agreement), which includes a sale of common stock that results in Permira owning less than 50% of the issued and outstanding shares of common stock of the Company, and is expected to occur following the completion of this offering. The awards would be forfeited if no change in control or IPO occurs within seven years following the grant date. No expense has been recognized for the fiscal year ended December 27, 2025, as the performance condition is not deemed probable. As of March 28, 2026, there was $5.1 million of unrecognized compensation cost related to unvested RSUs. See Note 10 to our consolidated financial statements included elsewhere in this prospectus for additional details.

Common Stock Valuations

Because our common stock has not historically been publicly traded, our board of directors has exercised significant judgment in determining the fair value of our common stock on the date of each stock-based grant, with input from management, and based on several objective and subjective factors. In determining the fair value of our common stock, our board of directors considered our operating and financial performance, our stage of development and current business conditions, and projections affecting our business. Such conditions and projections include revenue growth and profitability, the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as a qualified public offering or sale of our company, in light of prevailing market conditions, any adjustment necessary to recognize a lack of a liquid trading market for our common stock, the market performance of comparable publicly traded companies, and the overall U.S. economic, regulatory, and capital market conditions.

In valuing our common stock, we first determined the equity value using both the income and market approach valuation methods. We then allocated the equity value to our classes of stock using an option-pricing model (“OPM”), or Probability Weighted Expected Return Method (“PWERM”).

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The income approach estimates equity value based on the expectation of future cash flows that a company will generate. These future cash flows, and an assumed terminal value, are discounted to their present values using a discount rate based on a weighted-average cost of capital that reflects the risks inherent in the cash flows. The market approach estimates equity value based on a comparison of the subject company to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the subject company’s financial forecasts to estimate the value of the subject company.

Once we determined an equity value, we used a combination of approaches to allocate the equity value to each of our classes of stock. We have historically used the OPM, and more recently used the OPM in combination with the PWERM. The OPM allocates values to each equity class by creating a series of call options on our equity value, with exercise prices based on the liquidation preferences, participation rights, and strike prices of the equity instruments. Using the PWERM, the value of our common stock is estimated based upon a probability-weighted analysis of varying values for our common stock assuming possible future events, which include an initial public offering, merger or sale, dissolution, or continued operation as a private company. In determining the estimated fair value of our common stock, we considered the fact that our stockholders could not freely trade our common stock in the public markets.

Application of these approaches involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses, and cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of our common stock.

Following this offering, it will not be necessary to estimate the fair value of our common stock, as the shares will be traded in the public market, and the fair value of our common stock will be based on the closing price as reported by the .

Income Taxes

We are taxed as a C corporation under the Internal Revenue Code. We file a federal tax return and certain state tax returns. The income tax provision consists of both federal and state taxes.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date of the tax law.

We record net deferred tax assets to the extent that management believes these assets will more-likely-than-not be realized. In making such determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projections of future taxable income, tax planning strategies, and recent financial operations. In the event we determine we will not be able to realize a portion of the deferred income tax assets in the future, we will record a valuation allowance which would increase the income tax provision.

We recognize the tax benefit from uncertain tax positions only if it is more-likely-than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters in SG&A.

Management makes estimates, assumptions, and judgments to determine our income tax provision, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. Our policy is to recognize interest and penalties expense, if any, related to unrecognized tax benefits as a component of income tax expense.

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Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements included elsewhere in this prospectus for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. These risks include the following:

Foreign Exchange Risk

Our net revenue is primarily denominated in U.S. dollars, with some denominated in foreign currencies, and a portion of our operating expenses are incurred outside the United States, denominated in foreign currencies. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates, particularly changes in the Canadian Dollar, Euro and British Pound, or weak economic conditions in foreign markets. We are exposed to changes in foreign currency rates as a result of our foreign operations and international suppliers from whom we purchase primarily in US dollars. Revenue and income generated by our operations in Canada, France and the United Kingdom will increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. As of March 28, 2026, December 27, 2025 and December 28, 2024, foreign currency transaction gains and losses have not been material to our consolidated financial statements, and we have not engaged in any foreign currency hedging transactions.

Interest Rate Risk

Our cash and cash equivalents as of March 28, 2026, consisted of $41.2 million in cash and cash equivalents. Such interest-earning instruments carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate exposure. We believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash and cash equivalents.

Our exposure to interest rate risk is related to the Credit Facilities. The Credit Facilities bear interest based on floating reference rates. A 100 basis point increase in market interest rates would have a negative effect on net profit in the amount of $1.2 million for 2025. A 100 basis point decrease in market interest rates would have an approximately equal and opposite effect. The revolving credit facility is currently not utilized and therefore has no impact on interest costs at present.

Inflation Risk

Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our results of operations. We do not believe that inflation has had a material effect on our business, financial condition, or results of operations. We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Emerging Growth Company Status

We are currently an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively

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and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Controls and Procedures

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are currently in the process of reviewing, documenting, and testing our internal control over financial reporting.

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BUSINESS

We make timeless, modern apparel and accessories that instill confidence and generate deep brand love from our loyal customers spanning generations and geographies. Our goal is to have a positive impact on people and the planet and prove that it’s possible to build a global fashion brand that delivers both impressive financial and environmental results. From 2015 to 2025, we grew net revenue at a CAGR of 34%, reaching over half a billion dollars of net revenue and over one million Active Customers, all while boasting strong margins. In 2026, our momentum has continued, with net revenue growing 30% during the first quarter of 2026 compared to the first quarter of 2025.

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Beloved lifestyle brand — We’re known and loved for our unique brand identity, which helps us connect authentically with customers and the broader cultural zeitgeist. Our customers love us. 77% of Active Customers cited Reformation as one of their favorite brands or their all-time favorite brand in our July 2025 Customer Survey and, in 2025, nearly 70% of our DTC net revenue came from our returning customers.

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Agile, sustainable supply chain — We have proven that speed, sustainability and profitability can coexist in fashion. Supported by our efficient supply chain and well-defined Sustainability Framework, we maintain industry leading manufacturing lead times compared to key peers in the apparel industry, with 50% of our product arriving in our distribution center in 60 days or less for the past three years.

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We’re super proud of our success to date and have lofty ambitions as we continue on our mission to “bring sustainable fashion to everyone.” We operate within the highly fragmented fashion industry, while also benefiting from increased consumer demand for sustainable fashion. With less than 1% customer penetration of our core U.S. addressable market today, we believe we are well positioned to capture significant growth over the long term. Our path forward is clear: we intend to grow by deploying the same strategies that helped get us to where we are today. Specifically, that means increasing our distribution through both DTC and wholesale channels, expanding our product assortment within existing and new product categories, growing in international markets, and driving operational excellence.

As we pursue these goals and continue building an industry-leading lifestyle brand, we will define success in three ways:

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longtime fans of the brand. We believe the strength of our customer retention and repeat purchasing behavior has contributed to a durable and repeatable revenue base over time.

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Sustainability outcomes. We believe companies should also be accountable for their environmental impact, so we aim to continue to set a high standard for sustainability in the fashion industry as we scale. See “—Sustainability” for a description of how we define sustainability.

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All of this adds up to some pretty great results, if we do say so ourselves. We’ve achieved:

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A strong customer base. In 2025, we surpassed one million Active Customers across our DTC channel and have approximately 1,140,000 Active Customers as of March 28, 2026.

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(1)

We define an Active Customer as a unique customer that has made at least one purchase in the preceding 12-month period.

(2)

We define Adjusted EBITDA as net income before interest, taxes, and depreciation and amortization as further adjusted for stock compensation expense, transaction costs, and other costs not indicative of our ongoing, core operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure to Adjusted EBITDA.

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Adjusted EBITDA margin is a non-GAAP measure defined as Adjusted EBITDA as a percentage of net revenue.

Our brand and customers: a mutual obsession

Don’t just take our word for it: 77% of Active Customers cited Reformation as one of their favorite brands or their “all-time favorite brand” in a July 2025 Customer Survey. As of June 22, 2026, we had approximately four million followers across social media platforms, approximately three million email subscribers, and consistently spot mega celebrities like Taylor Swift, Jennifer Aniston, Jennifer Lopez, Kendall Jenner, and Hailey Bieber wearing Ref (thanks ladies). And as we have grown, so has customer loyalty. Nearly 70% of total DTC net revenue in 2025 came from returning customers, and 54% of customers acquired before 2025 have shopped with us more than once, providing a strong foundation for durable growth.

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Our stuff: beautiful, vintage-inspired apparel that generates confidence

Our merchandising model: data-driven design meets fast manufacturing

We have an analytically rigorous merchandising model and have begun to leverage AI and machine learning to inform our product assortment and quantify future demand. For example, we leverage third party AI models to support product concept development and trend identification in the marketplace. We also use advanced technology to support some product buying, allocation, and digital merchandising decisions. Thanks to our efficient supply chain, we’re able to quickly and continuously refresh our assortment based on this data and produce strategically sized runs to minimize fashion risk and reduce waste. The results of our

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merchandising model speak for themselves: approximately 80% of DTC net revenue from 2021 to 2025 came from full-price sales, resulting in continued strong gross margins.

Our distribution strategy: DTC with select wholesale selling

Our competitive strengths

Not to brag, but after 17 years, we’ve gotten pretty good at this. The following represent Reformation’s key competitive strengths:

Brand leadership & sustained cultural relevance powered by deep customer love

Brand strength & appeal

Broad customer appeal

We have proven resonance across the United States, extending well beyond coastal America. And our customer base reflects that: as of December 27, 2025, approximately 30% of Active Customers came from

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Strong customer retention

As a result of our brand and product excellence, we enjoy long-term customer loyalty-once customers try us, they shop with us again and again. And as they get to know our assortment better, we see increasing order frequency. In 2025, new customers shopped with us on average approximately 1.4 times while returning customers shopped 2.6 times and at higher average order values.

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Product excellence driven by scalable approach to merchandising

Product concept and design

Smart & scalable approach to merchandising

Product mix & pricing

Agile and sustainable supply chain

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We require the use of a variety of raw materials in our supply chain, and we purchase these from various suppliers. The primary raw materials used to produce our products include silk, georgette, linen, cashmere, denim, crepe, voile, poplin, and cinch. We believe most of our raw materials are generally available from multiple suppliers at competitive prices and while there is some volatility in the prices of raw materials, we believe we are well positioned to withstand any reasonably foreseeable supply chain disruptions or pricing fluctuations.

Delivering exceptional customer experiences

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significantly in our in-house technology teams and systems, positioning us to adopt new e-commerce technologies, including emerging AI-driven solutions for product buying, merchandising, and allocation decisions. We use these capabilities to personalize how our assortment is presented to our customers and to enhance convenience across the shopping journey. We believe the combination of our deep technical know-how, creative excellence, and robust omnichannel approach differentiate and elevate our shopping experience. The proof is in the numbers: in 2025, customers who shopped Reformation both online and in store made approximately 4.8 purchases annually and generated 3.1 times the net revenue of those who only shopped via one method, and we’ve expanded omnichannel customer share of net revenue from 19% in 2021 to 34% in 2025.

Leaders in sustainable fashion

A proven, performance-driven leadership team

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strengthens decision-making, fuels creativity, and helps our teams support the broad and diverse customer base we serve. As our organization has continued to grow to approximately 1,261 employees as of the first quarter of 2026, we remain focused on building inclusive, high-performing teams that support long-term value creation.

Our values

Our mission—to bring sustainable fashion to everyone—connects our teams across continents through a shared purpose. We operate with our five core values in mind.

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Be Brave. We are leaders and tackle the big challenges worth solving.

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People Focused. We empower each other to break down barriers so we can win together.

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Make it Better. We are dedicated to learning, evolving, and changing for the better.

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Own It. We are accountable to our team, customers, and stakeholders.

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Make an Impact. We are fighting for sustainable solutions that preserve and protect our natural environment and the people and communities that make up our world.

Together, these values shape our culture, guide how we work with one another, and support disciplined execution as we build and scale the business.

Growth strategies

The Reformation is just beginning. With approximately 854,000 Active Customers in the United States and an estimated 94 million women aged 18 – 60 in the United States as of 2025, our implied penetration is less than 1%, highlighting the significant opportunity ahead. We believe we will continue to benefit from operating within the highly fragmented fashion industry, and that we are well positioned to capitalize on growing global demand for sustainable fashion. Our growth strategies, which have delivered strong results to date, are designed to further increase brand awareness, sales, and profitability. These include:

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Scale channel distribution

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Expand our product offering across occasions and categories

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Grow in international markets

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Drive operational excellence

Scale channel distribution

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of the first quarter of 2026, we only have stores in half of the top 50 metropolitan statistical areas in the United States by population.

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Strategic wholesale expansion. We have an opportunity to grow our existing wholesale relationships by expanding beyond our 142 wholesale doors as of June 22, 2026 and increasing sales per door by investing in tailored merchandising strategies. We also intend to add a limited number of new wholesale partners, particularly as a way to increase brand awareness in select international markets. According to our July 2025 Customer Survey, approximately 11% of our 2025 cohort was first introduced to Ref via wholesale, proving the value of wholesale as a customer acquisition tool.

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Expand our product offering across occasions & categories

Grow in international markets

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Locally resonant brand marketing activations to drive brand awareness and relevance

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E-commerce localization to optimize shopping experiences

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Retail expansion to promote brand visibility and product discovery

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Strategic wholesale partnerships to increase brand awareness and attract new customers to the brand

We execute our expansion strategy through a repeatable playbook tailored to each market. For example, in the United Kingdom, we built brand awareness early on through geographically relevant activations and a fully localized digital experience. In tandem, we validated product-market fit through strategic wholesale partnerships ahead of investing in our own stores. These efforts gave us both the foundation and confidence to open five stores within five years and helped drive more than five times net revenue growth from 2019 to 2025. In the near term, we plan to maintain a deliberate approach to expansion, focusing on Canada, the United Kingdom, and Western Europe, where we opened our first store in Paris in 2025.

Drive operational excellence

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Supply chain automation and management

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Inventory allocation and movement

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Outbound and inbound shipping

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International operations

Brand and performance marketing

One of the defining aspects of Reformation is our one-of-a-kind brand voice and unapologetically bold approach to 360-degree marketing. We are obsessive about preserving brand integrity, while simultaneously working to expand the Ref universe to reach new customer cohorts and geographies. Guided by our clearly articulated brand values, we have developed a close-knit and mutually obsessive relationship with our customers, who have in turn become our most effective advocates.

We invest in brand marketing to build awareness, complemented by data-informed performance marketing designed to efficiently convert demand and deliver attractive returns on advertising spend. Our disciplined approach to customer acquisition has enabled us to be profitable on a first-order basis. All marketing efforts are supported by our in-house creative and studio teams, which produce distinctive, brand-elevating assets that reinforce our visual identity and help set Reformation apart in the marketplace.

Brand marketing

Our brand marketing strategy is designed to build awareness, engagement, and long-term demand through a mix of marketing tactics, including always-on press, influencer and celebrity engagement, owned social media, product collaborations, and integrated marketing campaigns. We have built a large and active social media audience of over four million followers across platforms as of June 22, 2026, which drives ongoing engagement with and discovery of the brand. We also benefit from strong brand advocacy through partnerships with cultural authorities (including celebrities, influencers, and top global publications) to extend our reach to new audiences. Approximately 75% of our DTC new customers in 2025 were acquired through unpaid marketing channels reflecting the strength of our organic brand awareness.

We’ve also established a consistent track record of executing high-impact product collaborations and marketing campaigns designed to generate significant organic buzz. We approach each collaboration and campaign with a unique strategy and clear set of goals in place for expanding our reach across customer groups, geographies, and/or product categories. Over the years we have partnered with noteworthy talent

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including Kacey Musgraves, Laura Wasser, Monica Lewinsky, Nara Smith, and Pete Davidson, and have launched product collaborations with brands like Canada Goose, HOKA, Jimmy Fairly, New York City Ballet, and VEJA.

Examples of top performing marketing campaigns in partnership with (from left to right) Monica Lewinsky, Laura Wasser, and Nara Smith

Performance marketing

Our marketing strategy combines brand marketing with disciplined performance marketing to drive customer acquisition, conversion, and retention. We deploy a mix of owned, earned, and paid channels — including paid search, paid social, affiliate and influencer marketing, and personalized email and SMS — to generate awareness, drive consideration, and efficiently acquire customers. Our paid marketing follows a globally coordinated approach, with investments tailored by geography, market maturity, and customer behavior, supported by localized creative and product strategies.

We use advanced measurement and attribution tools to focus marketing spend on incremental revenue and customer growth. Our first-party data infrastructure, supported by a proprietary customer data platform, unifies behavioral and lifecycle insights across channels and enables personalized DTC channel engagement. We leverage forward-looking models of retention and loyalty to inform lifecycle marketing and customer strategy.

Loyalty and retention

We leverage our brand and performance marketing capabilities to acquire new customers and continue to engage longtime fans of the brand. In 2023, we elevated our retention efforts by introducing a loyalty program for our top customers called Friends with Benefits (get it?), which provides access to exclusive products, early access to key launches, and elevated experiences such as in-store clienteling support.

This program has delivered strong returns on investment to date, driving higher order frequency and engagement among this high-value cohort. In 2025, FWB customers, classified as customers who spend at least $1,000 per year, drove approximately 40% of our DTC net revenue and shopped 4.2 times more than non-FWB customers. Additionally, our loyalty cohort has grown at a 23% CAGR over the past two years. We intend to continue investing in experiences and benefits that have demonstrated the ability to drive increased spend, retention, and order frequency among our most loyal customers.

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Our product

Our goal is to deliver beautiful apparel and accessories in the most sustainable way possible, at strong value to the customer. Ref products are defined by a vintage-inspired, timeless sensibility, with an emphasis on flattering and feminine silhouettes. Our customers turn to Reformation for a variety of occasions including vacations, work, casual and formal events, and nights out. To further illustrate this point, based on a report commissioned by us from a major consulting firm, when asked about the primary occasions in which they would choose to wear Reformation, the top responses among our customers were casual outings, date nights, everyday attire, special events, travel, and daily workwear. We believe our ability to continue building differentiated, high-growth categories that address new use cases positions us to capture a greater share of wallet in a highly fragmented industry.

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Our assortment is designed to not only meet our customers’ wardrobe needs across categories and occasions, but to help them feel beautiful and inspire confidence. We’re very proud that 84% of Active Customers say Reformation makes them feel confident. And their trust in us to help them look and feel great is continuing to grow alongside our category mix: in 2025, approximately 74% of revenue came from customers who purchased more than one product category.

Product design

Thanks to our robust in-house design capabilities, we are able to rapidly translate relevant trends and inspiration into products that align with our core design principles (flattering, feminine, and on-trend yet timeless) and customer preferences. Our product development is done almost entirely internally, supported by a cross-functional team spanning design, merchandising, product development, technical design, and production management, creating a meaningful competitive advantage in getting in-demand products to customers quickly. These teams work in close partnership from concept through final production, enabling a bespoke development process in which each garment is thoughtfully designed, fitted, refined, and approved end to end.

This integrated model supports faster pre-production timelines, which allows us to design, develop, and source in under four weeks. We utilize proven base patterns to ensure fit consistency and deliver reliably flattering product outcomes and also leverage emerging technologies, including AI-enabled concepting and rapid sampling, to accelerate development and improve iteration.

Our ability to move quickly while maintaining discipline allows us to respond to what customers want in the moment while reinforcing a distinct and recognizable aesthetic.

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Merchandising

Our merchandising model is built to deliver covetable, on-trend products with disciplined risk management. Supported by a fast, flexible, and sustainable supply chain, we test new ideas in small quantities, identify winners quickly, and rapidly recut and refine proven styles. The result is a repeatable, capital-efficient merchandising engine that continuously optimizes the assortment in real time, driving consistent performance, reduced downside risk, and durable long-term growth, as evidenced by our consistently strong full-price selling of approximately 80% of DTC net revenue from 2021 to 2025.

This approach is supported by a robust, multi-layered data ecosystem that combines both internal performance signals and external market intelligence to inform decision-making at every stage. Key inputs include site engagement and sell-through from twice-weekly online drops, pre-order, and waitlist data that provide early demand signals, real-time qualitative and quantitative feedback from our stores, and broader market and trend data that contextualize consumer demand beyond our own channels. Our tech-enabled Retail X™ store experience enhances this model, generating high-value insights such as dressing room try-on and conversion data that inform fit, fabrication, assortment, and styling decisions.

Waitlist and pre-order serve as powerful tools to inform our merchandising strategy. First, they offer a low-risk way to test unproven, trend-forward concepts early in the season. We can launch a style on waitlist with no initial production commitment to gauge customer interest. Strong demand signals trigger subsequent purchase orders and provide an early read on commercially viable trends that we can leverage across our assortment. In addition, waitlist enables us to maintain engagement with high-intent customers who are automatically notified when inventory becomes available, which helps us capitalize on demand faster and reduce our inventory cycle time. These automated back-in-stock notifications drove approximately 3.6 times higher conversion than our standard newsletters in 2025. Second, pre-order serves as a bridge between newness and recuts. Many of our most successful new designs sell out within days of launch. We identify these winning styles quickly, place fast-turn recut orders with delivery in as fast as 30 days or less, and make the style available for pre-order as soon as the initial order sells through. This approach allows us to capture peak demand for our most coveted products while maintaining a disciplined lower unit buy strategy and minimizing inventory risk.

In 2025, approximately 90% of DTC apparel net revenue came from designs that were developed based on proven styles and data derived from shopping patterns and feedback, with approximately 10% coming from new concepts.

One example of this is our Carolina silhouette, which launched with a best-selling skirt in January 2025 and has since evolved into a family of products that span colors, fabrications, and seasons. A design that started as a single winning item turned into fourteen successful styles (and counting):

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Assortment strategy

We currently offer the following categories across our assortment, among others:

We take a methodical approach to determining which new product categories we want to pursue and when to introduce them. These efforts are led by our Product Innovation team, a group of multidisciplinary product specialists that sit outside of our core product teams. This group is responsible for identifying new

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opportunities for category growth based on customer feedback and data, establishing a supply chain that meets our speed and sustainability requirements, setting design and sustainability standards, and supporting the long-term health of each new business.

The success of these efforts is best illustrated by the strategic diversification of our product portfolio, which has transitioned from our core dress offering to a more broad and versatile product assortment. Categories such as tops, sweaters, denim, and bottoms are now among our most popular and fastest growing offerings, growing at a 36% CAGR over the past three years. These categories are becoming part of our core assortment as our customers increasingly consider us an integral part of their day-to-day wardrobe and trust us to take on new parts of their closet, with 68% of repeat orders in 2025 coming from a category different than the one first shopped.

Going forward, we believe there is meaningful white space to continue expanding our assortment into new product categories within and outside of apparel. Based on a report commissioned by us from a major consulting firm, customers have expressed continued interest in shopping everything from intimates and lingerie to home decor and menswear from Reformation in the future.

Supply chain

Our fast, flexible, and geographically diverse supply chain underpins our product merchandising performance and is a core driver of our business model. We operate a global, consistent, and highly scalable supply chain, thanks to our strategic network of global partners and rigorous system of controls, built to deliver covetable products at a great value and quality level.

We believe three key facets of our supply chain strategy set us apart from the broader fashion industry:

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Speed: We continually test, learn, and evaluate new product performance in real-time and are able to scale production up or down as needed to mitigate inventory risk and overproduction while responding quickly to consumer demand signals. This capability is supported by our North American manufacturing footprint, which accounted for 34% of total production in 2025 and includes our company-operated factory. Even as receipts have grown, over the past three years, we delivered 50% of our products in 60 days or less from purchase order to distribution center, and nearly 65% of our product reorders were manufactured in 60 days or less.

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Agility: We leverage our vast supply chain network to minimize exposure to global disruptions. Our sourcing strategy is supported by geographic diversity: in 2025, 51% of our units were made in Asia, 34% in North America, 10% in Europe, and 5% in South America. We continuously evaluate and test new sourcing markets to further strengthen and diversify our manufacturing footprint.

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Value: Our DTC model enables us to offer compelling value to customers while supporting attractive unit economics. Our gross margin is supported by our consistently high rate of full-price selling (approximately 80% of DTC net revenue from 2021 to 2025) and as a result our gross margins have remained above 60% despite the impact of IEEPA tariffs.

Our supply chain is underpinned by best-in-class sustainability outcomes, responsible labor practices, and ongoing materials innovation. Across our manufacturing and distribution partners, we ensure compliance with our Code of Conduct, which is based on International Labor Organization standards and responsible environmental management practices. We require finished and raw goods suppliers to participate in independent, third-party audits to ensure fair, safe, and healthy working conditions. In addition to compliance, we invest in continuous improvement through our Factory Forward programs, which focus on co-investing with suppliers to advance renewable energy adoption, improve water efficiency, and implement cleaner chemistry practices across our supply chain.

Multi-channel distribution strategy

Our goal is to meet our customers wherever and however they choose to shop. We do this by creating a cohesive and immersive brand experience across our two channels:

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DTC, which includes our e-commerce platform and retail stores, and

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Wholesale and Other, which includes sales made to third-party retailers such as department stores, online retailers, and other wholesale partners, and other miscellaneous revenues such as sample sales and sales to distributors.

We believe our channel mix enhances our ability to acquire, retain, and drive lifetime value across our customers.

DTC

Our ability to connect with a global consumer through our DTC channel has been an important part of our story since 2013, when we began selling our products online. In 2025, e-commerce generated more than 120 million visits to our website and was complemented by a retail footprint of 64 retail stores that are highly valuable in their ability to acquire customers, engender greater loyalty with returning customers, and drive sales. Further, in 2025, our customers who shopped both online and in stores purchased an average of 4.8 times per year and generated 3.1 times higher annual net spend compared to a shopper in only e-commerce or retail.

We have invested significantly in building and operating our e-commerce platform in-house, supported by dedicated Engineering and Digital Product teams that provide control, speed, and flexibility uncommon among many fashion and lifestyle brands. Our e-commerce shopping experience enables product discovery through branded storytelling, data-informed visual merchandising, and advanced search and recommendation tools that leverage real-time selling and inventory data. We also maintain extensive reporting capabilities to optimize the conversion funnel by product category, geography, marketing source, and customer behavior. In addition, we have established geographic localization capabilities, including translated and region-specific experiences, such as operating a French-language website and supporting worldwide shipping.

Our growing fleet of retail stores generates impressive unit economics while offering our customers a differentiated in-store experience through our technology-enabled Retail X™ platform. Launched in 2017, Retail X™ is designed to reimagine the shopping experience by addressing common challenges of traditional retail including overwhelmed store teams, messy product displays, and hard-to-find inventory. Retail X™ is featured in a majority of our stores and allows us to deliver a luxe, showroom-style shopping experience in a high foot traffic environment.

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Each Retail X™ store is set up as a showroom model with one sample garment on display for each shoppable SKU. Customers have the choice of building a dressing room using one of the touchscreens

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positioned throughout the store, with the help of an associate, or through QR codes using their personal mobile device. Inside the dressing room, additional screens provide styling and sustainability information and enable customers to request alternative styles and sizes. Each dressing room also features customizable lighting that enables our customers to experience our products in different environments.

For Ref, this technology enables improved inventory optimization, richer customer data capture, and strong financial results. In 2025, stores with Retail X™ generated approximately 8.5% higher average order value and approximately 270 basis points higher conversion compared to non-Retail X™ stores, while also producing a unique and rich set of data, including fitting room and product-level conversion.

Our stores are highly efficient at driving growth, with over 30% of DTC new customers in 2025 acquired through our retail locations. Our store base is highly productive, achieving an average payback period of less than 24 months. We will continue to leverage technology to innovate our shopping experience for customers in the years to come.

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Wholesale and Other

Wholesale partnerships allow us to test new markets and build brand awareness ahead of retail expansion, particularly in new international markets. We have taken a deliberate approach to wholesale expansion, focusing our efforts on brand-enhancing partners that fit our market positioning and drive strong productivity. As of June 22, 2026, we sell into 15 strategic wholesale accounts across 142 wholesale doors in the United States, Canada, Europe and Australia.

Sustainability

We like to say that if being naked is the #1 most sustainable option, we’re #2. Our business is built around our conviction that we can be leaders in both best-in-class sustainability and financial outcomes.

We were founded with sustainability as a core value from day one. Sustainability is built into the DNA of our business model and supply chain operations. We are laser focused on our sustainability strategy and programs to ensure we deliver real impact with each investment we make. We never ask our customers to compromise on style, fit, or quality. Instead, our goal is to offer unprecedented value through products that look good and do good. And people love us for it. 73% of our customers appreciate Ref for our commitment to sustainability, and customers who cite sustainability as a value spend approximately 39% more with us, as validated by our July 2025 Customer Survey.

Going forward, we believe our mission will only become more important as we scale, particularly as we grow throughout Europe and focus on acquiring younger customers, groups that both place a higher value on sustainability as purchase criteria, based on our July 2025 Customer Survey.

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Today, we define sustainability as:

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Made Smarter. We are leaders in developing and using lower impact materials, adhering to the highest standards for fiber usage and material processing in order to reduce our energy and water footprints. In 2025, Ref products saved on average 79% and 73% per unit compared to conventional water and carbon footprints, respectively. In 2025, materials made up about 40% of our carbon footprint. We source all of our materials in line with our industry-leading Fiber Standards. 97%+ of the materials we used in 2025 were recycled, regenerative, or renewable.

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Made Better. We align with rigorous standards for social responsibility and invest in leading environmental practices within our owned facilities and broader supply chain. We have a robust Sustainable Partners Guide and systems of control to ensure we maintain our rigorous standards in both our mills and manufacturing facilities globally. We go even further in our Factory Forward program to co-invest and support strategic suppliers in decarbonization, resource efficiency, and chemistry management. Through partnerships with leading industry groups like the Fair Labor Association and Apparel Impact Institute, we continue to push for higher standards in our own business and across the sector. In 2025, approximately 88% of our Tier 1 suppliers met our top two highest ratings for compliance with our Supplier Code of Conduct, and 100% of those with lower initial ratings engaged in corrective actions.

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Made for Good. We offer end-of-use options for our products through owned and third-party repair, resale, and recycling programs. 100% of stuff we made in 2025 is recyclable through our RefRecycling program.

Here’s how we put these principles into practice using a Ref cashmere sweater as an example:

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Made Smarter. Cashmere is the most carbon intensive fiber in our assortment, but it is also very popular with customers. In order to meet demand and deliver on our sustainability commitments, we developed a 100% recycled yarn composed of 95% recycled cashmere and 5% recycled wool. This

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blend delivers the luxurious softness and performance customers expect with 96% less CO2e and 89% less water consumption compared to a conventional cashmere sweater.

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Made Better. To bring our sweaters to life, we work with incredible mill and factory partners who share our values, as evidenced by the strength of their certifications and practices (e.g. SA8000, WRAP, GRS, ZDHC).

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Made for Good. We consider it part of our responsibility to help our customers keep their clothing in wearable condition for as long as possible, so all garments have detailed care instructions and we sell helpful tools like sweater shavers too. When they’re ready for a change, we have partnerships with other leading circular businesses like Poshmark and ThredUp designed to streamline and incentivize the resale process. Ref sweaters typically sell for $50 to $200 on Poshmark, so it’s also a great way to help customers reduce cost per wear. Finally, when our sweaters are no longer in wearable condition, they can be recycled through RefRecycling where they will be used as feedstock for a recycled yarn program.

Transparency and trust are foundational to this work, so we tell it like it is in our biannual sustainability reports, which detail our progress and are publicly available on our website. We also developed RefScale, a proprietary lifecycle assessment tool that measures the impact of making a Reformation garment compared to the equivalent conventional garment sold in the United States, which we share on every product detail page.

But you don’t have to take our word for it. We have been recognized as leaders in sustainable fashion by lots of reputable third parties such as the Global Fashion Agenda, Textile Exchange, and Remake’s Fashion Accountability Report. We also have our climate targets verified by SBTi, report to CDP, and complete third-party verification of our climate accounting and RefScale each year. Our key sustainability partners and certifications include:

Going forward, we believe we can continue to set a new standard for sustainable fashion. We started with ambitious climate action. Next, we aspire to become a circular business. At the simplest level, that means we’ll aspire to use as little virgin material as possible in our stuff and to make every product recyclable.

Our mission, values, and people

Our mission to bring sustainable fashion to everyone connects our teams across continents through a shared purpose. We have five everyday guiding principles that help us bring this to life:

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Be Brave. We are leaders. We tackle big challenges worth solving. We speak up when we have a good idea. We are future-focused and make decisions with a long-term vision.

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People Focused. We empower each other. We break down barriers. We create opportunities to learn and grow. We treat all people on this planet with respect.

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Make it Better. We are dedicated to learning, evolving, and changing for the better. We are flexible and adapt to change.

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Own It. We are accountable to our team and our customers. We do our best and own up when something falls short. We are honest, open and vulnerable.

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Make an Impact. We aim to be pioneers in sustainability. We believe climate change is the biggest issue facing our planet. We fight for sustainable solutions that preserve and protect our natural environment and the people and communities that make up our world.

We are proud to live our values every day, in small and big ways. It’s as simple as celebrating five Refs every month—from our stores to our factory and corporate offices—who embody these values, and as significant as stepping up to do our part when things are especially tough. For example, in January 2025 when our hometown was impacted by devastating wildfires, we organized a community relief event and brought together over 25 partner brands to distribute more than 18,000 essential items to Los Angeles residents in need. Earlier, during the COVID-19 pandemic, we partnered with the City of Los Angeles on their L.A. Protects initiative and produced nearly one million non-medical masks, including over 330,000 donated to frontline and community organizations.

We know that none of the work we do happens without our team. We have intentionally built a culture that emphasizes accountability, ownership, thoughtful risk-taking, and continuous improvement. As of the first quarter of 2026, we have approximately 1,261 employees across four corporate offices (located in Los Angeles, New York, and London), and 66 retail stores. We also employ temporary personnel to supplement our workforce, primarily in our distribution center, or as business needs arise.

Our principles guide how we hire, develop, and retain talent. We maintain high standards for recruiting and focus on individuals who demonstrate strong judgment, agility, and the ability to learn quickly in a fast-moving environment. We invest meaningfully in training, development, and coaching to build institutional expertise, support long-term careers, and ensure our teams are equipped to execute as the business scales.

Technology and information systems

Our technology platform is designed to support our fast-paced operations and innovative omnichannel customer experience. Our strategy balances the use of scalable enterprise solutions with proprietary, custom-built applications that enable us to create a distinct competitive advantage.

Enterprise foundation

Our core infrastructure leverages what we believe is a best-in-class technology stack, including systems for our e-commerce platform, product development, financial and organizational management, and warehouse management. These in-house tools allow us to manage a complex yet flexible supply chain that can move from design to full-run production in under 30 days.

Proprietary, custom-built applications

Our proprietary middleware and custom product information and purchasing systems support our rapid product development and industry-leading speed to market. We use a centralized data warehouse to provide a unified single view of the customer across our e-commerce platform and our retail stores. This allows for a frictionless experience where customers can track orders across our DTC touchpoints and receive personalized engagement via our third party powered segmentation.

In our physical stores, we utilize proprietary retail applications that power a highly digitized experience:

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Retail X™ touchscreen discovery: Customers use in-store displays to build their dressing rooms.

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The Retail X™ “Magic Wardrobe”: Our digital dressing rooms allow customers to request new sizes or styles via touchscreen, which are delivered by staff through our patented two-way wardrobes, keeping the customer experience private and seamless.

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Proprietary checkout: Our Retail and Customer Love teams use custom applications built on top of our e-commerce engine to manage inventory and customers, ensuring the high-touch service of a boutique with the efficiency of a digital platform.

Logistics & global distribution

To support our global footprint, we warehouse and ship product across a global network including our owned Los Angeles-based distribution center, our European 3PL partner, and our extensive retail network. We also ship product through several complex fulfillment models such as dropship.

We have developed custom, real-time integrations between our third-party warehouse management system and our European 3PL partner, ensuring seamless inventory visibility and order flow across borders. We further utilize carrier consolidation for international shipping to minimize both our carbon footprint and fulfillment costs. Our domestic distribution center is optimized by an automated storage and retrieval system that allows us to handle high-volume product launches with precision and speed.

Indebtedness

As of June 27, 2026, we had $ million of term loans and $ million of letters of credit outstanding under the Credit Agreement, against which we held $ million in cash and had $ million in available borrowing capacity. Our debt obligations, which are subject to restrictive covenants and variable interest rates, may limit our operational and financial flexibility, potentially constraining our ability to fund future growth or respond to our business's working capital needs.

Challenges

Our intellectual property

We rely on a combination of trademarks, copyrights, trade secrets, patents, license agreements, confidentiality procedures, non-disclosure agreements, employee non-disclosure, and invention assignment agreements and other legal and contractual rights to establish and protect our proprietary rights. As of the first quarter of 2026, we own one issued patent, which will expire on January 15, 2038. Additionally, as of the first quarter of 2026, we have 73 registered trademarks, three pending trademark applications, and 32 registered copyrights.

Our trademark registrations and applications, which we have filed in the United States and in various other jurisdictions around the world, have focused primarily on the REFORMATION word mark and other indicia of origin. We have registered domain names for websites that we use in our business, such as thereformation.com and similar variations, and hold copyright registrations for certain fabric prints that we have designed.

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We also rely on contractual and common law rights in relation to our proprietary technology, products and the content displayed on our websites. Further, we have developed internal practices regarding the protection of our proprietary rights pursuant to which we register our intellectual property to the extent we determine appropriate and cost-effective.

We control access to and use of our proprietary and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners. It is our practice to enter into confidentiality and invention assignment agreements (or similar agreements) with our employees, consultants and contractors involved in the development of intellectual property on our behalf. We also enter into confidentiality agreements with other third parties in order to limit access to, and disclosure and use of, our confidential or proprietary information.

We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective. Despite our efforts to protect our intellectual property rights, they may be infringed, misappropriated or violated, or may be invalidated, circumvented or challenged. For additional information, see the section titled “Risk Factors—Risks Related to Intellectual Property, Information Technology, Data Security and Privacy.”

Our competition

The womenswear retail markets, in addition to the premium apparel and accessory markets, are highly competitive, fragmented, and ever evolving. Competition is principally based on brand image, product recognition, quality, design, distribution, and price. We face competition from a broad range of competitors across a wide range of softlines brands, multi-brand retail, and e-commerce sites, and vertically integrated specialty stores. We believe we are well-positioned to compete in these markets based on our distinct brand aesthetic and voice, the premium nature of our products, our rapid product development cycle, and our unique omnichannel and Retail X™ shopping experience. We are also differentiated in our integrated approach to sustainability which we believe strengthens customer loyalty.

Our properties & facilities

Our corporate headquarters is located in Vernon, California, where we lease approximately 185,000 square feet of space under a lease that expires in 2030. We currently use our corporate headquarters for innovation around sustainability, product design and development, operations, marketing, technology, and customer experience, as well as our other supporting teams. In addition to our corporate headquarters, we have satellite office locations in Culver City, CA, New York, NY, and London, United Kingdom where combined, we lease approximately 19,000 square feet of office space. We predominantly ship our products from our distribution center in Vernon, CA, our European 3PL, and our retail stores across the United States.

As of June 22, 2026, we also lease property in select cities across the United States, UK, Canada, and France for our 70 retail locations as well as a store location in Pacific Palisades, CA which is temporarily closed due to the Los Angeles wildfires, totaling approximately 190,000 square feet.

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Note: Represents store footprint as of June 22, 2026.

We believe our facilities are adequate and suitable for our current needs, and that should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Regulatory matters

In the United States and the other jurisdictions in which we operate, we are subject to labor and employment laws, laws governing advertising, privacy and data security, product labeling and compliance, safety regulations, and other laws, including consumer protection regulations that apply to retailers and/or the promotion and sale of merchandise and the operation of our retail stores, manufacturing-related facilities and distribution centers. Our products, which are predominantly manufactured in countries other than the United States and which are sold in over 150 countries across the world, may be subject to tariffs, treaties, and various trade agreements, as well as laws affecting the importation of consumer goods. We monitor changes in these laws and believe we are in material compliance with applicable laws.

Seasonality

Seasonality in our business does not follow that of traditional retailers, which typically experience concentration of net revenue in the holiday quarter. Historically, our results are impacted by a pattern of increased sales into the early spring and summer months, which results in increased revenue during the second quarter of each fiscal year relative to the first quarter. The third fiscal quarter typically sees a moderate increase in net revenue relative to the second fiscal quarter, given the timing of one of our twice-yearly promotional events beginning in August. We expect this seasonality to continue in future years and believe it will be subject to maintaining our promotional sales strategy and the precise timing of our twice-yearly promotional sales event and our annual Black Friday Cyber Monday promotion. Our operating income has also been affected by these historical quarterly trends because many of our expenses are relatively fixed in the short term.

Legal proceedings

In the ordinary course of conducting our business, from time to time we may become involved in various legal actions and other claims. We may also become involved in other judicial, regulatory, and arbitration proceedings concerning matters arising in connection with the conduct of our businesses. Some of these matters may involve claims of substantial amounts. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would have a material adverse effect on our business, financial condition, results of operations, or cash flows.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our executive officers and our board of directors as of June 25, 2026.

Name	Age	Position
Executive Officers
Hali Borenstein	41	Chief Executive Officer, President and Director
Joshua Moore	51	Chief Financial Officer
Ivan Tchakarov	51	Chief Operating Officer
Non-Employee Directors
Yael Aflalo	49	Director
Zipporah Allen	45	Director
John Coyle	60	Director
Shreya Kadaba	36	Director
Brigitte Kleine	57	Director
Steven Miller	53	Director

Executive Officers

Hali Borenstein has served as our Chief Executive Officer since June 2020 and as a member of our Board of Directors since September 2019. From December 2017 until June 2020, Ms. Borenstein served as President of the Company, and, from 2014 to 2017, Ms. Borenstein held various merchandising and design roles at the Company. Prior to joining Reformation, Ms. Borenstein was a Senior Merchandiser at Gymboree and a Consultant at Bain & Company. Since December 2019, Ms. Borenstein has served on the board of directors of Carter’s, Inc. (NYSE: CRI), the largest branded marketer of young children’s apparel in North America. Ms. Borenstein received her B.A. in Political Science and Markets and Management from Duke University and her M.B.A. from Stanford University. We believe that Ms. Borenstein possesses specific attributes that qualify her to serve as a member of our board of directors, including her strategic insights, deep knowledge of our business, and executive management and leadership experience.

Joshua Moore has served as our Chief Financial Officer since March 2025. Prior to joining Reformation, Mr. Moore was the President, Chief Operating Officer, and Principal Financial Officer at The Apparel Group Ltd. from November 2022 to October 2024 and Chief Financial Officer from August 2020 to November 2022. Previous executive positions also include Senior Vice President and CFO at WORLDPAC as well as senior finance, treasury and investor relations roles at Advance Auto Parts (NYSE: AAP), At Home Group Inc., and The Michaels Companies. Mr. Moore also held various finance and accounting roles at Best Buy, Inc. (NYSE: BBY) and Land O’Lakes, Inc. Mr. Moore received his B.A. with a concentration in Accounting and Finance from Clark Atlanta University and his M.B.A. from University of Dallas Satish & Yasmin Gupta College of Business.

Ivan Tchakarov has served as our Chief Operating Officer since June 2022. Prior to joining Reformation, Mr. Tchakarov was with Alphabet Inc. (NASDAQ: GOOG) from January 2016 to June 2022, first as Director of Operations for Google Express and Google Shopping, and subsequently as Director of Product Management for Google Merchant Platform. Mr. Tchakarov previously held various leadership positions in logistics, strategy and operations at Sears Holdings Corporation, United Parcel Service, and Accenture. He earned a B.S. in Business Administration from Sofia University and an M.B.A. in Supply Chain Management from the Haslam College of Business at the University of Tennessee.

Non-Employee Directors

Yael Aflalo has served as a member of our Board of Directors since January 2009. Ms. Aflalo founded Reformation in 2009 and served as our Chief Executive Officer from January 2009 to June 2020. Ms. Aflalo

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has served as a Principal at Daughters Capital, a female founder-led fund, since July 2021. Most recently, in August 2023, Ms. Aflalo founded AFLALO, a ready-to-wear women’s clothing company. We believe that Ms. Aflalo possesses specific attributes that qualify her to serve as a member of our board of directors, including her experience as chief executive officer of the Company, knowledge of the sustainable fashion industry and expertise in e-commerce, retail and design.

Zipporah Allen has served as a member of our Board of Directors since March 2021. Since September 2025, Ms. Allen has served as Chief Commercial Officer of Sweetgreen (NYSE: SG). Previously, Ms. Allen served as Chief Business Officer at Strava from March 2023 to March 2025, and as Chief Marketing Officer from March 2022 to March 2023. Ms. Allen currently serves on other private and non-profit boards of directors. Before joining Strava, Ms. Allen served as Chief Digital Officer at Taco Bell from November 2019 to March 2022, and in various marketing and strategy roles at Pizza Hut and McDonald’s Corporation (NYSE: MCD). Ms. Allen received her B.S. in International Marketing from the University of Southern California, Marshall School of Business and her M.B.A. from Northwestern University, Kellogg School of Management. We believe that Ms. Allen possesses specific attributes that qualify her to serve as a member of our board of directors, including her experience with digital innovation and consumer brands, extensive board service and knowledge of scaling businesses across retail and technology industries.

John Coyle has served as a member of our Board of Directors since August 2019. Mr. Coyle was a Partner at Permira Advisers LLC from June 2008 to December 2025, where he served on the Executive and Investment Committees and worked across the consumer, healthcare and services sectors. Mr. Coyle currently serves on the boards of directors of numerous private companies. Prior to joining Permira, Mr. Coyle was the Global Head of the Financial Sponsor Group at J.P. Morgan Securities, where he worked for over 20 years. Mr. Coyle received his B.A. in Economics from the University of Notre Dame and his M.B.A. from Columbia Business School. We believe that Mr. Coyle possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive board service, knowledge of the consumer sector and private equity experience.

Shreya Kadaba has served as a member of our Board of Directors since October 2020. Ms. Kadaba has been at Permira Advisers LLC since 2014 and has served as a Managing Director since January 2022, largely focusing on opportunities in the consumer sector. From June 2023 to September 2023, Ms. Kadaba served as a Board Observer for LegalZoom.com Inc. (NASDAQ: LZ). Prior to joining Permira, Ms. Kadaba worked in investment banking at Morgan Stanley. Ms. Kadaba received her B.A. in Economics and Statistics from Columbia University and her M.B.A. from Harvard Business School. We believe that Ms. Kadaba possesses specific attributes that qualify her to serve as a member of our board of directors, including her expertise in the digital space, knowledge of the consumer sector and private equity experience.

Brigitte Kleine has served as a member of our Board of Directors since September 2017. Ms. Kleine is an Operating Partner at Stripes, LLC (“Stripes”), which she joined in September 2017, focusing on branded consumer businesses in fashion and retail. Since March 2023, Ms. Kleine has served as Chief Executive Officer of KHAITE, an American luxury womenswear brand and Stripes portfolio company, and has served on KHAITE’s board of directors since June 2021. Ms. Kleine currently serves on the boards of directors of numerous private companies. Prior to joining Stripes, Ms. Kleine served as the President of Tory Burch. Ms. Kleine also served as the President of Michael Kors Collection and the President of Alexander McQueen. Ms. Kleine received her B.A. from Rutgers University. We believe that Ms. Kleine possesses specific attributes that qualify her to serve as a member of our board of directors, including her experience as chief executive officer of a luxury women’s fashion brand, extensive board service and knowledge of fashion and retail.

Steven Miller has served as a member of our Board of Directors since April 2026. From October 2011 to October 2025, Mr. Miller served as Chief Financial Officer and Treasurer at Warby Parker (NYSE: WRBY) where he built and managed the financial organization and successfully led the company’s public listing. Following that, Mr. Miller joined Monumental Sports & Entertainment, where he currently serves as Executive Vice President and Chief Financial Officer. Before joining Warby Parker, Mr. Miller served as Chief Financial Officer and Senior Vice President of Corporate Development for Majestic Research, a pioneering data-driven research firm, where he led the successful sale of the company to Investment Technology Group, Inc. (now part of Jefferies Financial Group (NYSE: JEF). Mr. Miller also served as a Vice President of Comerica Bank’s Technology and Life Sciences Division. Mr. Miller currently serves on the boards of

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directors of private companies and non-profit organizations including Dandelion Chocolate and The Cooper Hewitt Smithsonian Design Museum. Mr. Miller holds a B.A. in Political Science from Columbia University. We believe that Mr. Miller possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience as chief financial officer of a contemporary eyewear brand, knowledge of the consumer sector and financial acumen.

Board Composition and Election of Directors

Our amended and restated bylaws will provide that our board of directors shall consist of no less than one but no more than fifteen directors and the number of directors constituting the entire board of directors shall be fixed from time to time by the board of directors. Upon consummation of this offering, our board of directors will consist of members.

In connection with this offering, we will enter into the Stockholders’ Agreement with Permira and certain other stockholders governing certain nomination rights with respect to our board of directors following this offering. Under the Stockholders’ Agreement, we are required to take all necessary action to cause the board of directors to include individuals designated by Permira in the slate of nominees recommended by the board of directors for election by our stockholders, as follows:

•

for so long as Permira owns at least 30% of the shares of common stock held by Permira upon completion of this offering, Permira will be entitled to designate four individuals for nomination;

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for so long as Permira owns less than 30% but more than 20% of the shares of common stock held by Permira upon completion of this offering, Permira will be entitled to designate three individuals for nomination;

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for so long as Permira owns less than 20% but more than 10% of the shares of common stock held by Permira upon completion of this offering, Permira will be entitled to designate two individuals for nomination; and

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for so long as Permira owns less than 10% but more than 5% of the shares of common stock held by Permira upon completion of this offering, Permira will be entitled to designate one individuals for nomination.

Permira will also have the exclusive right to remove its respective designees and to fill vacancies created by the removal or resignation of their designees, and we are required to take all necessary action to cause such removals and fill such vacancies at the request of Permira.

Subject to applicable law and listing requirements of the NYSE, for so long as Permira owns at least 5% of the shares of common stock held by Permira upon completion of this offering, Permira shall be entitled to designate one individual for nomination to serve on each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and any other committee that the board of directors may from time to time establish and maintain.

Additionally, for so long as (the “AFT Stockholder”) owns at least 10% of the aggregate number of shares of common stock then issued and outstanding, the AFT Stockholder shall be entitled to nominate Yael Aflalo as a director.

For more information on the Stockholders’ Agreement, see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.”

Director Independence

We have reviewed the independence of the persons that will be serving as directors upon the consummation of this offering using the NYSE independence standards. Based on this review, we have determined that Zipporah Allen, John Coyle, Shreya Kadaba, Brigitte Kleine and Steven Miller are independent within the meaning of the NYSE listing standards.

In making these determinations, our board of directors considered the current and prior relationships that each director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our common stock by

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each director. In addition to determining whether each director satisfies the director independence requirements set forth in the listing requirements of the NYSE, in the case of members of the audit committee, our board of directors made an affirmative determination that such members also satisfy separate independence requirements and current standards imposed by the SEC.

There are no familial relationships between any of our executive officers and directors.

Committees of the Board of Directors

Following the completion of this offering, the standing committees of our board of directors will consist of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our board of directors may also establish from time to time any other committees that it deems necessary or desirable.

Audit Committee

Following the completion of this offering, our Audit Committee will consist of , and , with serving as chair. The SEC rules and the NYSE rules require us to have one independent audit committee member upon the listing of our shares of common stock on the NYSE, a majority of independent directors within 90 days of the listing date and all independent audit committee members within one year of the listing date. qualifies as an independent director under the NYSE governance standards and the independence requirements of Rule 10A-3 of the Exchange Act.

Each member of our audit committee also meets the financial literacy requirements of the NYSE. In addition, our board of directors has determined that will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors will adopt a written charter for the Audit Committee, which will be available on our website at www.thereformation.com substantially concurrently with the completion of this offering. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference.

Our Audit Committee will be responsible for, among other things:

•

selecting, retaining, compensating, evaluating, overseeing and, where appropriate, terminating, our independent registered public accounting firm;

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reviewing and approving the scope and plans for audits and audit fees and approving all non-audit and tax services to be performed by our independent registered public accounting firm;

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evaluating the independence and qualifications of our independent registered public accounting firm;

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reviewing our financial statements, and discussing with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews;

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reviewing and discussing with management and our independent registered public accounting firm the quality and adequacy of our internal controls and our disclosure controls and procedures;

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discussing with management our procedures regarding the presentation of our financial information, and reviewing earnings press releases and guidance;

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overseeing the design, implementation and performance of our internal audit function;

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setting hiring policies with regard to the hiring of employees and former employees of our independent registered public accounting firm and overseeing compliance with such policies;

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reviewing, approving and monitoring related party transactions;

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adopting and overseeing procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

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reviewing and discussing with management and our independent registered public accounting firm the adequacy and effectiveness of our legal, regulatory and ethical compliance programs; and

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reviewing and discussing with management and our independent registered public accounting firm our guidelines and policies to identify, monitor and address enterprise risks.

Compensation Committee

Upon the completion of this offering, we expect to have a Compensation Committee, consisting of , and , with serving as chair. , and meet the definition of “independent director” for purposes of serving on a compensation committee under the NYSE rules and are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act. Our board of directors will adopt a written charter for the Compensation Committee, which will be available on our website at www.thereformation.com substantially concurrently with the completion of this offering. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference.

Our Compensation Committee will be responsible for, among other things:

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reviewing, approving or making recommendations to our board of directors regarding the compensation for our executive officers, including our chief executive officer;

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reviewing, approving and administering our employee benefit and equity incentive plans;

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establishing and reviewing the compensation plans and programs of our employees, and ensuring that they are consistent with our general compensation strategy;

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approving or making recommendations to our board of directors regarding the creation or revision of any clawback policy; and

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making recommendations to our board of directors regarding non-employee director compensation.

Nominating and Corporate Governance Committee

Upon the completion of this offering, we expect to have a Nominating and Corporate Governance Committee, consisting of , and , who will serve as the chair. Our board of directors will adopt a written charter for the Nominating and Corporate Governance Committee, which will be available on our website at www.thereformation.com substantially concurrently with the completion of this offering. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference.

Our Nominating and Corporate Governance Committee will be responsible for, among other things:

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reviewing and assessing and making recommendations to our board of directors regarding desired qualifications, expertise and characteristics sought of board members;

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identifying, evaluating, selecting or making recommendations to our board of directors regarding nominees for election to our board of directors;

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developing policies and procedures for considering stockholder nominees for election to our board of directors;

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reviewing our succession planning process for our chief executive officer and any other members of our executive management team;

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reviewing and making recommendations to our board of directors regarding the composition, organization and governance our board of directors and its committees;

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reviewing and making recommendations to our board directors regarding our corporate governance guidelines and corporate governance framework;

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overseeing director orientation for new directors and continuing education for our directors;

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overseeing the evaluation of the performance of our board of directors and its committees; and

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reviewing and monitoring compliance with our code of business conduct and ethics, and reviewing conflicts of interest of our board members and officers other than related party transactions reviewed by our audit committee.

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Our board of directors may, from time to time, establish other committees.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the Compensation Committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or Compensation Committee.

Prior to the consummation of this offering, we intend to enter into certain indemnification agreements with our directors described in “Certain Relationships and Related Party Transactions—Director and Officer Indemnification Agreements.”

Indemnification & Insurance

We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. Our amended and restated certificate of formation will include provisions limiting the liability of directors and officers and indemnifying them under certain circumstances. In addition, prior to the completion of this offering, we expect to enter into indemnification agreements with all of our directors and executive officers that provide them and certain of their affiliated parties with additional indemnification and related rights. See “Description of Capital Stock—Limitations on Liability and Indemnification of Officers and Directors.”

Board of Directors Oversight of Risk Management

Management is responsible for the day-to-day management of risks we face. The full board of directors has the ultimate oversight responsibility for the risk management process, and, through its committees, oversees risk in certain specified areas. In particular, our Audit Committee oversees management of enterprise risks as well as financial risks and cybersecurity risks and is responsible for overseeing the review and approval of related party transactions. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our Nominating and Corporate Governance Committee oversees risks associated with corporate governance, business conduct and ethics.

Pursuant to the board of directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full board of directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the board of directors and its committees.

Code of Ethics and Code of Conduct

We will adopt a new Code of Ethics and Business Conduct that applies to all of our directors, officers and employees, including our chief executive officer and chief financial officer. Our Code of Ethics and Business Conduct will be available on our website upon the completion of this offering. Our Code of Ethics and Business Conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

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EXECUTIVE AND DIRECTOR COMPENSATION

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2025 Summary Compensation Table” below. For the fiscal year ended December 27, 2025, our “named executive officers” (“NEOs”) and their positions were as follows:

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Hali Borenstein, Chief Executive Officer;

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Joshua Moore, Chief Financial Officer; and

•

Ivan Tchakarov, Chief Operating Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

2025 Summary Compensation Table

The following table provides information regarding the compensation earned by our named executive officers for the year ended December 27, 2025.

Name and Principal Position	Year		Salary ($)(1)			Bonus ($)(2)			Stock Awards ($)(3)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(4)			All Other Compensation ($)(5)			Total ($)
Hali Borenstein, Chief Executive Officer		2025		$	579,808		$	600,000			—		—		$	466,154		$	22,250		$	1,668,212
Joshua Moore, Chief Financial Officer		2025		$	365,385		$	318,750		$	1,048,800		—		$	153,462		$	12,250		$	1,898,647
Ivan Tchakarov, Chief Operating Officer		2025		$	470,048		$	356,396			—		—		$	188,368		$	7,125		$	1,021,937

(1)

Amounts shown in this column reflect the annual base salary earned by the named executive officer in respect of 2025. Mr. Moore commenced employment with the Company on March 10, 2025.

(2)

Amounts shown in this column represent one-time appreciation bonuses offered to executive leaders for extraordinary efforts in tariff mitigation and preparing the Company for this offering. The amount shown for Mr. Moore also includes a signing bonus in the amount of $200,000 paid pursuant to the terms of his employment agreement.

(3)

Amounts shown in this column represent the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the restricted stock units granted to the named executive officers. For a summary of the assumptions used in the valuation of these equity awards, please see note 10 to our audited annual consolidated financial statements included elsewhere in this prospectus.

(4)

Amounts shown in this column represent the performance-based cash bonus earned by the named executive officer with respect to fiscal year 2025 performance. For more information relating to these bonuses, see the section titled “Overview of Our 2025 Executive Compensation Program—Elements of Compensation—Annual Cash Incentive Plan.”

(5)

Amounts shown in this column represent a 401(k) matching contribution paid by the Company of $7,125 for Mr. Moore and $12,250 for each Ms. Borenstein and Mr. Tchakarov. Ms. Borenstein also received a $10,000 annual clothing allowance.

Overview of Our 2025 Executive Compensation Program

Elements of Compensation

Our named executive officers were provided with the following primary elements of compensation in 2025:

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Base Salary

Base salary represents the fixed portion of each NEO’s compensation and is intended to provide compensation for expected day-to-day performance. Our NEOs received aggregate salaries for 2025 in the amounts reported in the Summary Compensation Table. For 2026, Ms. Borenstein’s salary is $650,000, Mr. Moore’s salary is $490,000 and Mr. Tchakarov’s salary is $490,000.

Annual Cash Incentive Plan

Our NEOs are eligible to receive an annual cash incentive bonus based on the achievement of Company and individual goals. Each of our NEOs’ annual cash incentive bonus is determined by multiplying the NEO’s target bonus opportunity by the level at which the goals were achieved.

For the 2025 performance bonus, we determined payout amounts based on actual performance 50% Net Revenue and 50% Adjusted EBITDA. Based on the current dynamics surrounding tariff impact, the board of directors exercised its discretion and determined to pay bonuses at 80% of target given that uncertainty around timing of tariff repayment.

Equity-based compensation

Ms. Borenstein and Mr. Tchakarov previously received grants of stock options under the 2019 Plan as reflected in the “Outstanding Equity Awards” table below. In 2025, Mr. Moore received grants of restricted stock units in connection with commencing employment with the Company.

Retirement and Employee Benefits

Each of our NEOs is eligible to participate in our qualified defined contribution retirement plan (i.e., our 401(k) Plan) under the same terms as our other eligible employees. Our NEOs are also eligible to receive the same health and welfare benefits that are generally available to all of our full-time employees, subject to the satisfaction of certain eligibility requirements. We provide these benefits in order to foster the development of our employees’, including our NEOs’, long-term careers with us.

Other Benefits and Perquisites

In addition to the benefits that all of our employees are eligible to receive, our NEOs are eligible for certain other perquisites. For 2025, these additional benefits and perquisites included a Company clothing allowance for Ms. Borenstein.

Outstanding Equity Awards at Fiscal Year End 2025

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 27, 2025.

Name	Vesting Commencement Date		Number of Shares Underlying Unexercised Options (#) Exercisable(1)		Number of Shares Underlying Unexercised Options (#) Unexercisable(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2)		Option Exercise Price ($)		Option Expiration Date		Number of Shares, Units or Other Rights That Have Not Vested(4)		Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)
Hali Borenstein		12/9/2019(3)		6,777				6,777		942.00		12/9/2029
Joshua Moore		4/3/2025		—		—		—		—		—		475		$	925,823
Ivan Tchakarov		7/18/2022(3)		1,750		299		2,049		1,147.00		7/18/2032

(1)

Represents options granted under the 2019 Plan that generally vest and become exercisable as follows: 25% vests on the first anniversary of the applicable vesting commencement date and the remainder vests in substantially equal monthly installments over 36 months thereafter. The options expire no later than the tenth anniversary of the grant date.

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(2)

Represents options granted under the 2019 Plan that generally vest and become exercisable upon the achievement of certain performance-based vesting requirements based on a return received by Permira on a multiple of their investment in the Company at any time prior to or in connection with an Exit Event (as defined under the 2019 Plan).

(3)

Options shown in these rows reflect the adjustments to the number of options and to the option exercise prices for stock options that were outstanding as of May 2024, in connection with a stock repurchase conducted by the Company, which reduced the total number of outstanding shares of our common stock. The adjustment preserved the total in-the-money value of the options and each optionholder's percentage interest in our common stock represented by his or her options.

(4)

Represents restricted stock units that generally vest as follows: 25% vests on the first anniversary of the applicable vesting commencement date and the remainder vests in substantially equal monthly installments over 36 months thereafter and a performance-based condition. The performance condition accelerates vesting upon the occurrence of a “change in control” (as defined in the applicable RSU agreement) and would be forfeited if no change in control or IPO occurs within 7 years following the grant date.

Employment Agreements with our Named Executive Officers

Each of our named executive officers is a party to a written employment arrangement (the “NEO employment agreements”) that generally set forth the terms and conditions of their employment, including base salary, target annual cash bonus opportunities, the opportunity to participate in our equity incentive plans and standard employee benefit plan participation. For a description of the compensation actually paid to the named executive officer for fiscal year 2025, please refer to the “Summary Compensation Table.”

Mr. Moore’s employment agreement provides for certain additional payments and equity grants that may become due in connection with this offering. Under the terms of his employment agreement, Mr. Moore will be eligible to receive a one-time cash bonus of $200,000 and an annual equity grant in an amount equal to 150% of his base salary. Additionally, if the Company enters into a definitive agreement with respect to a transaction that would constitute a change in control of the Company prior to June 30, 2026, and the pre-tax proceeds Mr. Moore ultimately receives in connection with the equity award that was granted on April 3, 2025 are less than $1,250,000, the Company will make a one-time payment to Mr. Moore to make up the difference between the actual pre-tax proceeds received and $1,250,000. This offering will not constitute a change in control for purposes of this one-time payment.

The NEO employment agreements further provide for severance and other benefits upon a qualifying termination of the NEO’s employment, see “—Potential Payments and Benefits on Termination.”

Potential Payments and Benefits on Termination

Each of the NEO employment agreements provides for severance payments and benefits upon certain terminations of employment with the Company, as described further below.

Hali Borenstein

In the event that Ms. Borenstein’s employment is terminated by the Company without “cause” or Ms. Borenstein resigns for “good reason,” she is entitled to twelve months of salary continuation, a pro rata bonus for the year in which the termination occurs based on actual Company performance for such year and twelve months of healthcare continuation coverage. If such termination occurs within the six month prior to a change in control, all of Ms. Borenstein’s time-based options fully vest and, if such termination occurs within the six month prior to a change in control or IPO, any then-outstanding equity awards that are performance-based also vests. Our obligation to provide the severance payments and benefits above are contingent upon the NEO’s execution and non-revocation of a general release of claims in favor of the Company.

Joshua Moore

In the event Mr. Moore’s employment is terminated by the Company without “cause,” he is entitled to six months of salary continuation and healthcare continuation coverage and, if such termination occurs after June 1st of any applicable calendar year, a pro rata bonus. Our obligation to provide the severance payments and benefits above are contingent upon the NEO’s execution and non-revocation of a general release of claims in favor of the Company.

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Ivan Tchakarov

In the event Mr. Tchakarov’s employment is terminated by the Company without “cause,” he is entitled to six months of salary continuation. Our obligation to provide the severance payments and benefits above are contingent upon the NEO’s execution and non-revocation of a general release of claims in favor of the Company.

Amended and Restated Reformation Inc. 2019 Stock Option Plan

We currently sponsor the 2019 Plan. The purposes of the 2019 Plan are to encourage selected employees, non-employee directors and consultants of the Company to acquire a proprietary interest in the growth and performance of the Company and to enhance the ability of the Company to attract, retain and reward qualified individuals. To accomplish these purposes, the 2019 Plan provides for the issuance of stock options.

Summary of Plan Terms

The aggregate number of shares that may be issued pursuant to awards granted under the 2019 Plan will not exceed 54,796.88. Any shares related to an award granted under the 2019 Plan that ceases to remain outstanding by reason of termination of rights thereunder of forfeiture, will again become available for issuance under the 2019 Plan.

The 2019 Plan is administered by our Compensation Committee. Our Compensation Committee may interpret and make determinations with respect to the 2019 Plan or any award granted thereunder. The 2019 Plan permits our Compensation Committee, among other things, to designate participants, to determine the number of shares to be covered by awards and to determine the terms and conditions of any award, determine whether, to what extent and under what circumstances, option may be settled or exercised in cash, shares or other property or canceled, forfeited or suspended and the methods by which such options may be settled, exercised, canceled, forfeited or suspended.

We may issue stock options under the 2019 Plan. The exercise price of all options granted under the 2019 Plan is not less than 100% of the fair market value of a share on the date of grant. The maximum term of all stock options granted under the 2019 Plan will be determined by our Compensation Committee but not exceed ten years. Each stock option will vest and become exercisable at such time and subject to such terms and conditions as determined by our Compensation Committee in the applicable individual option agreement. We have the right, to the extent permitted by law, to withhold any such taxes from the payment of any award.

In the event of a Change in Control (as defined in the 2019 Plan), except as otherwise provided in the applicable award agreement, the Compensation Committee may provide for a reasonable period of time prior to the date of the consummation of the Change in Control for optionholders to exercise such options in full and/or the cancellation of options in exchange for payment (in cash and/or other substitute consideration) in respect of each share covered by the option in an amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the transaction over the exercise price of such option.

Upon the adoption of the 2026 Incentive Plan, as described below, no additional awards will be granted under the 2019 Plan.

2026 Omnibus Incentive Plan

We expect to adopt the 2026 Incentive Plan in connection with the completion of this offering. The adoption date of the 2026 Incentive Plan is referred to herein as the “Effective Date”. The 2026 Incentive Plan is described in more detail below, and the summary is qualified in its entirety by reference to the complete text of the 2026 Incentive Plan.

Purpose. The purpose of the 2026 Incentive Plan is to provide an additional incentive to officers, employees, non-employee directors, independent contractors, and consultants of the Company or its affiliates whose contributions are essential to the growth and success of the business of the Company and its affiliates, in order to strengthen the commitment of such persons to the Company and its affiliates, motivate

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such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its affiliates. Below is a summary of the material terms of the 2026 Incentive Plan, and it is qualified in its entirety by the 2026 Incentive Plan document.

Eligibility and Administration. Officers, employees, consultants and non-employee directors of the Company and its affiliates will be eligible to receive awards under the 2026 Incentive Plan.

Our board of directors will administer the 2026 Incentive Plan unless they appoint a committee of directors to administer certain aspects of the 2026 Incentive Plan. The board of directors or committee administering the 2026 Incentive Plan is referred to herein as the “plan administrator.” Subject to applicable laws and regulations, the plan administrator is authorized to delegate its administrative authority under the 2026 Incentive Plan to an officer of the Company or other individual or group.

The plan administrator will have the authority to exercise all powers either specifically granted under the 2026 Incentive Plan or necessary and advisable in the administration of the 2026 Incentive Plan, including, without limitation: (i) to select those eligible recipients who will be granted awards; (ii) to determine whether and to what extent awards are to be granted hereunder to participants; (iii) to determine the number of shares of common stock or cash to be covered by each award; (iv) to determine the terms and conditions, not inconsistent with the terms of the 2026 Incentive Plan, of each award granted thereunder; (v) to determine the terms and conditions, not inconsistent with the terms of the 2026 Incentive Plan, which govern all written instruments evidencing awards; (vi) to determine the fair market value in accordance with the terms of the 2026 Incentive Plan; (vii) to determine the duration and purpose of leaves of absence which may be granted to a participant without constituting termination of the participant’s employment, tenure or service for purposes of awards; (viii) to adopt, alter and repeal such administrative rules, guidelines and practices governing the 2026 Incentive Plan as it will from time to time deem advisable; (ix) to prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the 2026 Incentive Plan or the applicable award agreement; and (x) to construe and interpret the terms and provisions of the 2026 Incentive Plan and any award issued under the 2026 Incentive Plan (and any award agreement relating thereto), and to otherwise supervise the administration of the 2026 Incentive Plan and to exercise all powers and authorities either specifically granted under the 2026 Incentive Plan or necessary and advisable in the administration of the 2026 Incentive Plan.

Shares Available for Awards. We reserved a pool of shares of common stock for issuance under the 2026 Incentive Plan. The share pool may be increased on the first day of each fiscal year of the Company beginning in calendar year 2027, and ending in calendar year 2036, by a number of shares equal to the lesser of (x) a number equal to percent ( %) of the aggregate number of shares of common stock issued and outstanding on the final day of the immediately preceding fiscal year and (y) such number of shares as may be determined by our board of directors.

Shares issued under the 2026 Incentive Plan may consist of authorized but unissued or reacquired shares of common stock. If any shares subject to an award are forfeited, cancelled, exchanged or surrendered or if an award otherwise terminates or expires without a distribution of shares to the participant, the shares with respect to such award will, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for awards under the 2026 Incentive Plan unless such forfeiture, cancellation, exchange, surrender, termination or expiration occurs following the tenth anniversary of the Effective Date and such shares were originally reserved for issuance under the 2026 Incentive Plan pursuant to the annual increase. If an award under the 2026 Incentive Plan is paid or settled in cash, is exchanged or withheld as full or partial payment in connection with any option or stock appreciation right (“SAR”), or is exchanged or withheld to satisfy the tax withholding obligations related to an award under the 2026 Incentive Plan, then any shares subject to such award may, to the extent of such cash settlement, exchange or withholding, be used again for new grants under the 2026 Incentive Plan. If an award under the 2026 Incentive Plan is forfeited, exchanged, surrendered, cancelled or expires, then any forfeited, exchanged, surrendered, cancelled or expired shares subject to such award may be used for new grants under the 2026 Incentive Plan; provided, however, that no shares will again be available for subsequent awards under the 2026 Incentive Plan if (x) such shares were originally reserved for issuance under the 2026 Incentive Plan

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pursuant to the annual increase and exchanged by a Participant or withheld by the Company following the tenth anniversary of the Effective Date or (y) such shares were reacquired by the Company in the open market following the tenth anniversary of the Effective Date. In addition, (i) to the extent an award is denominated in shares, but paid or settled in cash, the number of shares with respect to which such payment or settlement is made will again be available for grants of awards pursuant to the 2026 Incentive Plan and (ii) shares underlying awards that can only be settled in cash will not be counted against the aggregate number of shares of common stock available for awards under the 2026 Incentive Plan.

Awards that are assumed, converted, or substituted under the 2026 Incentive Plan as a result of the Company’s acquisition of another company (including by way of merger, combination or similar transactions) (each such award a “Substitute Award”) will not reduce the shares available for grant under the 2026 Incentive Plan.

Equitable Adjustments. The 2026 Incentive Plan provides that, in the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, special or extraordinary dividend, combination or exchange of shares, change in corporate structure or a similar corporate event affecting the common stock of the Company (in each case, a “Change in Capitalization”), the plan administrator will make, in its sole discretion, an equitable substitution or proportionate adjustment in (i) the number of shares of common stock reserved under the 2026 Incentive Plan, (ii) the kind and number of securities subject to, and the exercise price or base price of, any outstanding options and SARs granted under the 2026 Incentive Plan, (iii) the kind, number and purchase price of shares of common stock, or the amount of cash or amount or type of property, subject to outstanding restricted stock, restricted stock units, stock bonuses and other share-based awards granted under the 2026 Incentive Plan and (iv) the performance goals and performance periods applicable to any awards granted under the 2026 Incentive Plan. The plan administrator will make other equitable substitutions or adjustments as it determines in its sole discretion.

In addition, in the event of a Change in Capitalization (including a change in control, as described below), the plan administrator may cancel any outstanding awards for the payment of cash or in-kind consideration.

However, if the exercise price or base price of any outstanding award is equal to or greater than the fair market value of the shares of common stock, cash or other property covered by such award, our board of directors may cancel the award without the payment of any consideration to the participant.

Awards—Generally. The 2026 Incentive Plan provides for the grant of stock options (including incentive stock options (“ISOs”) and nonqualified stock options), SARs, restricted stock, RSUs, other stock-based awards, stock bonuses, cash awards and substitute awards. Certain awards under the 2026 Incentive Plan may constitute or provide for payment of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which may impose additional requirements on the terms and conditions of such awards. All awards under the 2026 Incentive Plan will be granted pursuant to an award agreement containing terms and conditions applicable to the award, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than ISOs can be granted to employees, consultants, and directors, but ISOs can be granted only to employees.

Awards—Type of Awards.

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Stock Options. Stock options provide for the purchase of shares of common stock in the future at an exercise price set on the grant date. Each option granted under the 2026 Incentive Plan may either be an option intended to qualify as an ISO within the meaning of Section 422 of the Internal Revenue Code or an option not intended to be so qualified (a “Nonqualified Stock Option”). ISOs may be granted only to an employee of the Company, its parent corporation or a subsidiary. To the extent that the aggregate fair market value of the shares of common stock for which ISOs are exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess ISOs will be treated as Nonqualified Stock Options. The term of any stock option may not exceed ten years from the date of grant and, except as provided in the applicable award agreement, the exercise price may not be less than 100% of the fair market value of a share of common stock on the date the option is granted. If an ISO is granted to a participant who owns more than 10% of the voting power of all

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classes of shares of the Company, its parent corporation or a subsidiary, the exercise period of the ISO may not exceed five years from the date of grant and the exercise price may not be less than 110% of the fair market value of a share of common stock on the date the ISO is granted. The exercise price for shares of common stock subject to a stock option may be paid in cash, or as determined by the plan administrator in its sole discretion, (i) through any cashless exercise procedure approved by the plan administrator (including the withholding of shares otherwise issuable upon exercise), (ii) by tendering unrestricted shares of common stock owned by the participant, (iii) with any other form of consideration approved by the plan administrator and permitted by applicable law or (iv) by any combination of these methods. No more than shares of common stock reserved for issuance under the 2026 Incentive Plan may be issued pursuant to the exercise of ISOs (subject to equitable adjustments). No ISOs may be granted after the tenth anniversary of the earlier of the date the 2026 Incentive Plan was adopted and the Effective Date. If a participant disposes of any shares of common stock acquired pursuant to the exercise of an ISO before the later of (i) two years after the date of grant and (ii) one year after the date of exercise of the ISO, the participant must notify the Company in writing immediately after the date of such disposition. The Company may, if determined by the plan administrator, retain possession of any shares acquired pursuant to the exercise of an ISO as agent for the participant until the end of the period described in the preceding sentence, subject to complying with any instructions from the participant as to the sale of such shares. Except as provided in the applicable award agreement, a participant will have no rights to dividends, dividend equivalents or distributions or other rights of a stockholder with respect to the shares of common stock subject to a stock option until the participant has given written notice of exercise and paid the exercise price and applicable withholding taxes.

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SARs. SARs may be granted either alone (a “Free-Standing SAR”) or in conjunction with all or part of any option granted under the 2026 Incentive Plan (a “Related Right”). A Free-Standing SAR will entitle its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of common stock over the base price of the Free-Standing SAR (which, except as provided in the applicable award agreement or in the case of Substitute Awards, will be no less than 100% of the fair market value of the related share of common stock on the date of grant). A Related Right will entitle its holder to receive, at the time of exercise of the Related Right and surrender of the applicable portion of the related stock option, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of common stock over the exercise price of the related option. The term of a Free-Standing SAR may not exceed ten years from the date of grant. The term of a Related Right will expire upon the expiration of its related option, but in no event will be exercisable more than ten years after the grant date. Except as provided in the applicable award agreement, the holder of a SAR will have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the shares of common stock subject to the SAR until the holder has given written notice of exercise and paid the exercise price and applicable withholding taxes.

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Restricted Stock and Restricted Stock Units. Restricted stock is an award of forfeitable shares of common stock that are subject to certain vesting conditions and other restrictions. RSUs are contractual promises to deliver shares of common stock in the future or an equivalent in cash, as determined in the discretion of the plan administrator at the time of grant. The plan administrator will determine the eligible recipients to whom, and the time or times at which, restricted stock or RSUs will be made; the number of shares of common stock to be awarded; the price, if any, to be paid by the participant for the acquisition of restricted stock or RSUs; the period of time prior to which restricted stock or RSUs become vested and free of restrictions on transfer; the performance goals (if any); and all other conditions of the restricted stock and RSUs. If the restrictions, performance goals and/or conditions established by the plan administrator are not attained, a participant will forfeit the participant’s restricted stock or RSUs, in accordance with the terms of the grant. Additionally, the award agreement for restricted stock and RSUs may provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as set forth in the award agreement, including, but not limited to, the attainment of certain performance related goals, the participant’s termination of employment, tenure or service with the Company or any affiliate thereof, or the participant’s incapacity. The provisions of restricted stock or RSUs need not be the same with respect to each participant. Unless the award

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agreement provides otherwise, participants with restricted stock will generally have all of the rights of a stockholder, including the right to vote and receive dividends declared with respect to such shares of restricted stock, provided that except as provided in the applicable award agreement, any dividends declared during the restricted period with respect to such restricted stock will only become payable if (and to the extent) the underlying restricted stock vests. Except as provided in the applicable award agreement, participants will generally not have the rights of a stockholder with respect to shares of common stock subject to RSUs during the restricted period; provided, however, that, subject to Section 409A of the Code, an amount equal to any dividends declared during the restricted period with respect to the number of shares of common stock covered by RSUs may, to the extent set forth in an award agreement, be provided to the participant either currently or at the time (and to the extent) that shares of common stock in respect of the related RSUs are delivered to the participant.

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Other Stock-Based Awards. Other stock-based awards are other awards valued wholly or partially by referring to, or otherwise based on, shares of common stock, including dividend equivalents. Any dividend or dividend equivalent awarded will be subject to the same restrictions, conditions and risks of forfeiture as the underlying awards and, except as provided in the applicable award agreement, will only become payable if (and to the extent) the underlying awards vest. Subject to the provisions of the 2026 Incentive Plan, the plan administrator will have the authority to determine the individuals to whom and the time or times at which other stock-based awards will be granted, the number of shares of common stock to be granted pursuant to such other stock-based awards, or the manner in which such other stock-based awards will be settled, or the conditions to the vesting and/or payment or settlement of such other stock-based awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such other stock-based awards.

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Cash Awards. Cash awards are awards payable solely in cash, and such will be subject to the terms, conditions, restrictions and limitations determined by the plan administrator, in its sole discretion, from time to time. Cash awards may be granted with value and payment contingent upon the achievement of performance goals.

Treatment of Outstanding Awards Upon a Change in Control. In the event that a “change in control” (as such term is defined in the 2026 Incentive Plan) occurs, each award granted under the 2026 Incentive Plan will continue to operate in accordance with its terms, subject to adjustment (including, without limitation, assumption or conversion into equivalent awards of the acquirer’s equity) as described above with respect to Changes in Capitalization.

Except as provided in the applicable award agreement, if a change in control occurs and an outstanding award is not assumed or substituted in connection with such change in control, then (i) any unvested or unexercisable portion of an award carrying a right to exercise will become fully vested and exercisable and (ii) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to any other award granted under the 2026 Incentive Plan will lapse, the award will vest in full and any performance conditions will be deemed to be achieved at the greater of target or actual performance levels. If an award is assumed or substituted in connection with a change in control, the award will remain outstanding and continue to vest in accordance with its terms, subject to applicable adjustments.

For purposes of the 2026 Incentive Plan, an outstanding award will be considered to be assumed or substituted for if, following the change in control, the award remains subject to the same terms and conditions that were applicable to the award immediately prior to the change in control except that, if the award related to shares of common stock, the award instead confers the right to receive common equity of the acquiring entity (or cash or such other security or entity as may be determined by the plan administrator, in its sole discretion).

Repricing. The Company may not, without first obtaining the approval of the Company’s stockholders, (i) amend the terms of outstanding options or SARs to reduce the exercise price or base price, as applicable, of such options or SARs, (ii) cancel outstanding options or SARs in exchange for options or SARs with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original options or SARs or (iii) cancel outstanding options or SARs with an exercise price or base price, as applicable, that is above the current per share stock price, in exchange for cash, property or other securities.

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Amendment and Termination. The 2026 Incentive Plan provides that our board of directors or plan administrator, if one is appointed, may amend, alter or terminate the 2026 Incentive Plan, or amend any outstanding awards, but participant consent is required if the action would adversely affect the participant’s rights with respect to outstanding awards. Unless our board of directors determines otherwise, stockholder approval of an amendment, alteration or termination will be obtained if required to comply with applicable law. The plan administrator may amend the terms of any award, prospectively or retroactively, so long as the amendment does not adversely affect the rights of any participant without the participant’s consent.

Term. The 2026 Incentive Plan will automatically terminate on the date no share of common stock remains available for issuance under the 2026 Incentive Plan, but awards theretofore granted may extend beyond that date.

Employee Stock Purchase Plan

We expect to adopt the ESPP in connection with the completion of this offering. The ESPP is described in more detail below, and the summary is qualified in its entirety by reference to the complete text of the ESPP.

Generally. The ESPP is designed to provide eligible employees of the Company and its designated subsidiaries with an opportunity to purchase shares of common stock through accumulated after-tax payroll deductions. The ESPP is intended to qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. However, the Company may grant options pursuant to one or more offerings under the ESPP that are not intended to meet the requirements of Section 423 of the Code, provided that, except as expressly set forth in the ESPP, any such offering will be operated and administered in the same manner as an offering that is intended to meet the requirements of Section 423 of the Code. The material terms of the ESPP are summarized below.

Administration. The ESPP will be administered by our board of directors or a committee thereof (the “ESPP administrator”). The ESPP administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, to determine eligibility and to adjudicate all disputed claims under the ESPP. Every finding, decision and determination made by the ESPP administrator will, to the fullest extent permitted by law, be final and binding upon all persons. The ESPP administrator may, in its sole discretion, delegate its authority, in whole or in part, to one or more officers of the Company, subject to the requirements of Section 423 of the Code and applicable law or any stock exchange on which the shares are traded. No member of the board of directors or the committee, nor any officer or employee of the Company or any subsidiary acting on their behalf, will be personally liable for any action, omission, determination or interpretation taken or made in good faith with respect to the ESPP.

Share Reserve. The initial maximum number of shares of common stock which is authorized for sale under the ESPP is shares. In addition, such aggregate number of shares will increase on January 1 of each year beginning January 1, 2027, and ending on and including January 1, 2036, in an amount equal to the lesser of (x) a number equal to % of the shares of common stock on the final day of the immediately preceding year and (y) such number of shares of common stock, as is determined by the ESPP administrator. In no event may more than shares of common stock be issued under the ESPP. If on a given exercise date the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the ESPP, the Company will make a pro rata allocation of the remaining available shares in as uniform a manner as is practicable and as the Company determines to be equitable.

Eligibility. Options under the ESPP may be granted only to employees. Unless otherwise determined by the ESPP administrator, any employee employed on the enrollment date for an offering period will be eligible to participate in the ESPP for such offering period. However, the ESPP administrator may exclude employees who (i) have not been employed for at least two years (or such lesser period as the ESPP administrator may determine) prior to the offering period, (ii) are customarily employed for 20 hours or less per week, (iii) are customarily employed not more than five months in any calendar year, or (iv) are “highly compensated employees” within the meaning of Section 414(q) of the Code, including those with compensation above a specified level, who are officers, or who are subject to the disclosure requirements of Section 16(a) of the Exchange Act. Any such exclusion will be applied uniformly to all employees for such offering period. The term “employee” does not include any consultant, independent contractor or non-employee director of the Company or a designated subsidiary.

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Participation. Eligible employees will enroll in the ESPP by submitting an enrollment agreement authorizing after-tax payroll deductions in an amount between 1% and 15% of their compensation during the offering period. Payroll deductions will be credited to the participant’s account and must be expressed in whole percentages only. A participant may not make any additional lump sum contributions unless specifically provided for in the offering. However, an employee will not be permitted to participate in an offering if, immediately after the option were granted, the employee would own (or be deemed to own through attribution) 5% or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary. In addition, a participant may not be granted an option that permits the participant’s rights to purchase shares of common stock to accrue at a rate exceeding $25,000 in fair market value of such stock (determined at the time the option is granted) under the ESPP or any other employee stock purchase plan of the Company and its subsidiaries for each calendar year in which such option is outstanding.

Offering. Under the ESPP, participants are offered the option to purchase shares of common stock at a discount during a series of successive offering periods, the duration and timing of which will be determined by the ESPP administrator. In no event may an offering period exceed 27 months in length. The purchase price for an offering will not be less than the lesser of (i) 85% of the fair market value of a share of common stock on the enrollment date or (ii) 85% of the fair market value of a share of common stock on the exercise date. Unless a participant has withdrawn from the ESPP before the exercise date, the participant’s option will be exercised automatically on each exercise date, and the maximum number of full shares subject to such option will be purchased at the applicable purchase price with accumulated payroll deductions. No fractional shares will be purchased; any payroll deductions not sufficient to purchase a full share will be retained in the participant’s account for a subsequent offering period. A participant may withdraw all payroll deductions credited to the participant’s account at any time in the manner specified by the ESPP administrator, and upon withdrawal the participant’s option for the offering period will be automatically terminated. If a participant withdraws from an offering period, payroll deductions will not resume at the beginning of the next offering period unless the participant timely re-enrolls. A participant may decrease the rate of payroll deductions during the current offering period or, if permitted by the ESPP administrator, increase the rate for an upcoming offering period. Unless otherwise determined by the ESPP administrator, the number of rate changes permitted during any offering period is limited to one. A participant may not transfer any rights under the ESPP other than by will or the laws of descent and distribution, and during a participant’s lifetime, a participant’s option is exercisable only by the participant. All payroll deductions received or held by the Company under the ESPP may be used by the Company for any corporate purpose, and the Company is not obligated to segregate such funds unless otherwise required by applicable law. No interest will accrue on payroll deductions credited to a participant’s account under the ESPP unless otherwise determined by the ESPP administrator or required by applicable law.

Adjustments. In the event of any stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of shares of common stock effected without receipt of consideration by the Company, the ESPP administrator will equitably adjust the number of shares reserved and available for future sale, the number and price per share covered by each outstanding option, and the maximum number of shares that may be purchased per participant on any exercise date. In the event of the proposed dissolution or liquidation of the Company, the offering periods will terminate and all participant contributions in respect of any open offering period will be refunded to the participants immediately prior to the consummation of such proposed action, unless otherwise provided by the ESPP administrator. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the ESPP administrator may, in its sole discretion, shorten the offering periods then in progress by setting a new exercise date and will notify each participant in writing at least 10 days prior to such new exercise date that the participant’s option will be exercised automatically on the new exercise date, unless the participant has withdrawn from the offering period. If no new exercise date is set by the ESPP administrator, all participant contributions in respect of an open offering period will be refunded to the participants immediately prior to the closing of such transaction.

Amendment and Termination. The ESPP administrator may terminate or amend the ESPP at any time. Except as provided in connection with adjustments upon changes in capitalization or as necessary to comply with applicable laws or regulations, no such termination or amendment may adversely affect options previously granted without the consent of the affected participant. To the extent necessary to comply with

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Section 423 of the Code or any other applicable law or regulation, the Company will obtain stockholder approval in such a manner and to such a degree as required.

Clawback Policy

In connection with this offering we will adopt a compensation policy that is compliant with listing rules as required by the Dodd-Frank Act.

Director Compensation

Director Compensation Table for 2025

The following table summarizes the total compensation paid to or earned by each of our non-affiliated and non-employee directors in fiscal year 2025. Our affiliated and management directors are not separately compensated by the Company for their Board service. Our non-affiliated and non-employee directors receive quarterly cash fees for their service on our Board, as further described below.

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)		Total ($)
Yael Aflalo		$	50,000		—		$	50,000
Zipporah Allen		$	50,000		—		$	50,000
John Coyle			—		—			—
Shreya Kadaba			—		—			—
Brigitte Kleine		$	50,000		—		$	50,000

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the director and executive officer compensation arrangements discussed above under “Executive and Director Compensation,” the following is a description of transactions since the beginning of 2023 and any currently proposed transactions, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5.0% of our common stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest.

Stockholders’ Agreement

In connection with the completion of this offering, we intend to enter into the Stockholders’ Agreement with Permira and certain other stockholders.

The Stockholders’ Agreement will govern matters related to our corporate governance and certain nomination rights with respect to our board of directors following this offering. See “Management—Board Composition and Election of Directors.”

Under the Stockholders’ Agreement and subject to our amended and restated certificate of incorporation, amended and restated bylaws and applicable law, so long as Permira owns at least 20% of the shares of common stock held by Permira upon completion of this offering, the following actions will require the affirmative vote of Permira:

•

entering into or effecting a change of control transaction;

•

any termination, appointment or replacement of our chief executive officer;

•

any changes to the size of our board of directors;

•

any acquisitions, dispositions or the incurrence of indebtedness over $ million;

•

incurring or committing to incur gross capital expenditures in excess of $25 million; and

•

amending or modifying our amended and restated certificate of incorporation or amended and restated bylaws.

Registration Rights Agreement

In connection with the completion of this offering, we intend to enter into the Registration Rights Agreement with Permira and certain other stockholders, that will require us to register under the Securities Act shares of common stock held, or issuable upon exchange, by such stockholders. We intend to describe the material terms of this agreement in a subsequent pre-effective amendment to this registration statement.

Director and Officer Indemnification Agreements

Prior to consummation of this offering, we intend to enter into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement is expected to provide, among other things, for indemnification to the fullest extent permitted by law and our amended and restated certificate of incorporation and bylaws against all loss and liability suffered and expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding. The indemnification agreements will provide for the advancement or payment of expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our amended and restated certificate of incorporation and bylaws. See “Description of Capital Stock—Limitations on Liability and Indemnification of Officers and Directors.”

Policy Regarding Related Party Transactions

Pursuant to our written related party transaction policy which will become effective upon the completion of this offering, the Audit Committee of the board of directors will be responsible for evaluating each related party transaction and making a determination as to whether the transaction at issue is fair, reasonable and

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within our policy and whether it should be ratified and approved. The Audit Committee, in making its determination, will consider various factors, including the benefit of the transaction to us, the terms of the transaction and whether they are at arm’s-length and in the ordinary course of our business, whether the transaction would impair the independence of an otherwise independent director, the direct or indirect nature of the related person’s interest in the transaction, the size and expected term of the transaction and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards. The Audit Committee will review, at least annually, a summary of our transactions with our directors and officers and with firms that employ our directors, as well as any other related person transactions.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our common stock as of , 2026 for:

•

each of our directors, director nominees and named executive officers;

•

all of our directors, director nominees and executive officers as a group;

•

each of the selling stockholders; and

•

each person or group of affiliated persons known by us to own beneficially more than 5% of our outstanding shares of common stock.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power over such security, which includes the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated in the footnotes to the following table, and subject to community property laws where applicable, each person or entity included in the table below has sole voting and investment power with respect to the shares beneficially owned by them.

A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding and to be beneficially owned by such person for the purposes of computing the ownership and percentage ownership of such person, but are not deemed to be outstanding for purposes of computing the ownership or percentage ownership of any other person, except with respect to the ownership and percentage ownership of all directors, director nominees and executive officers as a group.

The information set forth below regarding the beneficial ownership for each of our principal and selling stockholders has been furnished by such stockholders. Unless otherwise indicated in the footnotes to the following table, the address of each beneficial owner is 5801 S. 2nd St., Vernon, CA 90058.

Shares of our Common Stock to be Sold in this Offering

Shares Beneficially Owned After this Offering

Shares Beneficially Owned
Prior to this Offering

Assuming No Exercise of the
Underwriters’ Option

Assuming Full Exercise of the
Underwriters’ Option

Assuming No Exercise of the
Underwriters’ Option

Assuming Full Exercise of the
Underwriters’ Option

Number

Percentage

Number

Percentage

Number

Percentage

Number

Percentage

Number

Percentage

Name of Beneficial Owner

5% or Greater Stockholders:

Entities affiliated with Permira(1)

224,800

The Aflalo Family Trust(2)

90,609

Named Executive
Officers, Directors
and Director
Nominees:

Hali Borenstein(3)

15,180

Joshua Moore(4)

—

Ivan Tchakarov(5)

4,099

Yael Aflalo(6)

90,609

Zipporah Allen(7)

775

John Coyle

399

Shreya Kadaba

—

Brigitte Kleine(8)

775

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Shares of our Common Stock to be Sold in this Offering

Shares Beneficially Owned After this Offering

Shares Beneficially Owned
Prior to this Offering

Assuming No Exercise of the
Underwriters’ Option

Assuming Full Exercise of the
Underwriters’ Option

Assuming No Exercise of the
Underwriters’ Option

Assuming Full Exercise of the
Underwriters’ Option

Number

Percentage

Number

Percentage

Number

Percentage

Number

Percentage

Number

Percentage

Steven Miller(9)

—

All executive officers,
directors and
director nominees
as a group
( persons)

111,837

Other Selling Stockholders

Represents beneficial ownership of less than 1%.

(1)

Includes 224,800 shares of common stock held directly by Refo SCSp. P6 GP Sàrl is the general partner of Refo SCSp. Each of Cédric Sébastien Pierre Pedoni, Eddy Jean-Baptiste Perrier and Thomas Laurent Lafrance are on the board of managers of P6 GP Sàrl, and as such, may participate in decisions regarding P6 GP Sàrl’s exercise of voting and investment power in respect of the shares of our common stock held by Refo SCSp, but each disclaims beneficial ownership of such shares. Permira VI LP1 is the controlling shareholder of P6 GP Sàrl. Permira VI LP1 acts through Permira VI G.P. Limited, its general partner, but each disclaims beneficial ownership of the shares of our common stock held by Refo SCSp. The address of Refo SCSp is 488, route de Longwy LUXEMBOURG I L-1940. The address of P6 GP Sàrl its board of managers named in this footnote is 488, route de Longwy LUXEMBOURG I L-1940. The address of Permira VI LP1 is Trafalgar Court Les Banques, St Peter Port, Guernsey GY1 6DJ.

(2)

Represents 90,609 shares of common stock held by The Aflalo Family Trust. Yael Aflalo, as Trustee, exercises voting and investment power over the shares of common stock held by The Aflalo Family Trust and accordingly, may be deemed to beneficially own such shares. The address of The Aflalo Family Trust is 11740 San Vicente Blvd, Ste 109-468, Los Angeles, CA 90049.

(3)

Includes 1,625 shares of common stock and 13,554 shares of common stock issuable upon the exercise of stock options which have vested.

(4)

Does not include 129 shares of common stock issuable upon the settlement of RSUs that have vested but settle on the later of (i) the expiration of any applicable lock-up agreements with the underwriters (or March 15, 2027, if earlier) and (ii) the vesting date of such RSUs and 346 shares of common stock issuable upon the vesting and settlement of RSUs held by Mr. Moore that will vest in connection with this offering but settle on the later of (i) the expiration of any applicable lock-up agreements with the underwriters (or March 15, 2027, if earlier) and (ii) the vesting date of such RSUs.

(5)

Includes 141 shares of common stock and 3,875 shares of common stock issuable upon the exercise of stock options which have vested and 82 shares of common stock issuable upon the exercise of stock options that will vest in connection with this offering.

(6)

Consists of shares described in footnote 2 above. Ms. Aflalo is a member of our board of directors and Trustee of The Aflalo Family Trust.

(7)

Includes 775 shares of common stock issuable upon the exercise of stock options which have vested.

(8)

Includes 775 shares of common stock issuable upon the exercise of stock options which have vested.

(9)

Does not include 129 shares of common stock issuable upon the settlement of RSUs held by Mr. Miller that will vest in connection with this offering but settle on the later of (i) the expiration of any applicable lock-up agreements with the underwriters (or March 15, 2027, if earlier) and (ii) the vesting date of such RSUs.

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DESCRIPTION OF CAPITAL STOCK

The following description summarizes certain important terms of our capital stock, as they are expected to be in effect upon the completion of this offering. We expect that our amended and restated certificate of incorporation and amended and restated bylaws will become effective prior to the completion of this offering, and this description summarizes the provisions that are expected to be included in such documents. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section, you should refer to our amended and restated certificate of incorporation and amended and restated bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of the DGCL.

Upon the consummation of this offering, our authorized capital stock will consist of shares of our common stock, $ par value per share; and shares of preferred stock, par value $ per share. As of , 2026, there were shares of our common stock outstanding held by stockholders of record. No shares of preferred stock will be issued or outstanding immediately after the offering contemplated by this prospectus. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

Each holder of our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders. The holders of our common stock are entitled to receive dividends as may be declared from time to time by our board of directors out of legally available funds. See “Dividend Policy” for additional information. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities. Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. All shares of our common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable.

The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may authorize and issue in the future.

Preferred Stock

Our amended and restated certificate of incorporation will authorize our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by rules, the authorized shares of preferred stock will be available for issuance without further action by you. Our board of directors will be able to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

•

the designation of the series;

•

the number of shares of the series, which our board of directors may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;

•

the dividend rights, conversion rights, redemption privileges and liquidation preferences of the series;

•

whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;

•

restrictions on the issuance of shares of the same series or of any other class or series; and

•

the voting rights, if any, of the holders of the series.

We may issue a series of preferred stock that could, depending on the terms of the series, impede or discourage a takeover attempt or other transaction that a stockholder might consider to be in its best

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interests, including a takeover attempt that might result in a premium over the market price for holders of shares of common stock.

Dividends

The DGCL permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus,” out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by our board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equal the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Declaration and payment of any dividend will be subject to the discretion of our board of directors. The time and amount of dividends will be subject to applicable laws and will depend on our financial condition, results of operations, capital requirements, general business conditions, legal, tax and regulatory limitations, contractual restrictions and other factors that our board of directors considers relevant. See “Dividend Policy.”

Stockholders’ Agreement

For a description of the Stockholders’ Agreement that we will have with Permira and certain other stockholders following the completion of this offering, see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.”

Registration Rights Agreement

For a description of the registration rights with respect to our common stock, see “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws and Certain Provisions of Delaware Law

Our amended and restated certificate of incorporation, amended and restated bylaws and the DGCL, which are summarized in the following paragraphs, contain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of the Company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider is in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which would apply if and so long as our common stock remains listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then-outstanding voting power or then-outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate acquisitions.

Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of the Company or the removal of our management. Moreover, our authorized but unissued shares of preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions or employee benefit plans.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance

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could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Stockholder Action and Special Meetings of Stockholders

Our amended and restated certificate of incorporation will provide that for so long as Permira and the AFT Stockholder collectively own (directly and indirectly) at least fifty percent (50%) of the voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, any action that is required or permitted to be taken by the stockholders may be effected by written consent in lieu of a meeting. If Permira and the AFT Stockholder no longer beneficially own (directly or indirectly) at least 50% of the shares of stock entitled to vote generally in the election of directors, any action required or permitted to be taken by the stockholders must be eﬀected at a duly called annual or special meeting of the stockholders. Our amended and restated certificate of incorporation will provide that special meetings of our stockholders may be called only by a majority of our board of directors, our chief executive officer or the chairperson of our board of directors, thus prohibiting stockholders from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

Supermajority Requirements for Amendments of our Amended and Restated Certificate of Incorporation and Amened and Restated Bylaws

Certain amendments to our amended and restated certificate of incorporation and any amendment to our amended and restated bylaws will require the approval of holders of 662∕3% of the outstanding voting power of our capital stock.

Director Vacancies

Our amended and restated certificate of incorporation and amended and restated bylaws will, subject to the Stockholders’ Agreement, authorize only a majority of our board of directors to fill vacant directorships, including newly created seats. In addition, subject to the Stockholders’ Agreement, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.

Classified Board of Directors

Our amended and restated certificate of incorporation will provide that .

No Cumulative Voting

The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will not provide for cumulative voting.

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Choice of Forum

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if such court does not have jurisdiction another state or the federal courts (as appropriate) located within the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of the Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Company to the Company or our stockholders, (iii) action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) action asserting a claim governed by the internal affairs doctrine of the State of Delaware; provided, however, that the foregoing provision would not apply to (i) any action brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive, or (ii) any action asserting a claim arising under the Securities Act of 1933.

Our amended and restated certificate of incorporation will further provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a claim arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder and, accordingly, we cannot be certain that a court would enforce such provision. It is possible that a court could find our forum selection provisions to be inapplicable or unenforceable and, accordingly, we could be required to litigate claims in multiple jurisdictions, incur additional costs or otherwise not receive the benefits that we expect our forum selection provisions to provide.

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation, except our stockholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws (including the Securities Act and the Exchange Act) and the rules and regulations thereunder.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation will include a provision that eliminates the personal liability of directors and officers for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions will be to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. This provision will not limit or eliminate the liability of any officer in any action by or in the right of the Company, including any derivative claims. Exculpation under this provision will not apply to any director or officer if the director or officer has breached the duty of loyalty to the corporation and its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions, or derived an improper benefit from his or her actions as a director or officer.

Our amended and restated bylaws will provide that we must generally indemnify, and advance expenses to, our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. We also intend to enter into indemnification agreements with our directors, which agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that these indemnification and advancement provisions, and insurance will be useful to attract and retain qualified directors and officers.

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The limitation of liability, indemnification and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent’s address is 150 Royall Street, Canton, Massachusetts 02021.

Listing

We intend to apply to have our common stock listed on the NYSE under the symbol “REF.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock in the public market or the perception that such sales might occur may adversely affect market prices of our common stock prevailing from time to time and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. Furthermore, there may be sales of substantial amounts of our common stock in the public market after the existing legal and contractual restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future. See “Risk Factors.” We cannot predict the effect, if any, that future sales of shares of common stock, or the availability for future sale of shares of common stock, will have on the market price of shares of our common stock prevailing from time to time.

Upon completion of this offering, we will have a total of shares of our common stock outstanding. Of the outstanding shares, the shares of common stock sold in this offering (or shares if the underwriters exercise their option to purchase additional shares in full) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144, including our directors, executive officers and other affiliates, may be sold only in compliance with the limitations described below.

The remaining outstanding shares of common stock, representing % of the total outstanding shares of our common stock following the completion of this offering (or % if the underwriters exercise their option to purchase additional shares in full), will be deemed restricted securities under the meaning of Rule 144 and may be sold in the public market only if registered or if they qualify for an exemption from registration, including the exemptions pursuant to Rule 144 and Rule 701 under the Securities Act (“Rule 701”), which we summarize below.

Lock-Up Arrangements

In connection with this offering, we, our executive officers, our directors, and holders of substantially all of our common stock, including the selling stockholders and the stockholders participating in the Synthetic Secondary, will agree with the underwriters, subject to certain exceptions, not to sell, dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, without, in each case, the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC on behalf of the underwriters, for a period of 180 days after the date of this prospectus. See “Underwriters (Conflicts of Interest)” for a description of the lock-up agreements applicable to our shares.

Rule 144

In general, under Rule 144, once we have been subject to public company reporting requirements for at least 90 days, a person (or persons whose shares are aggregated) who is not deemed to be or have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of a prior owner other than an affiliate, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, our affiliates or persons selling shares of our common stock on behalf of our affiliates, who have met the six-month holding period for beneficial ownership of “restricted shares” of our common stock, are entitled to sell upon the expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering; or

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•

the average reported weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements, and to the availability of current public information about us. The sale of these shares, or the perception that sales will be made, could adversely affect the price of our common stock after this offering because a great supply of shares would be, or would be perceived to be, available for sale in the public market.

We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our common stock, the personal circumstances of the stockholder and other factors.

Rule 701

In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who received shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering are entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, in the case of affiliates, without having to comply with the holding period requirements of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, holding period, volume limitation or notice filing requirements of Rule 144.

Registration Statements on Form S-8

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of common stock subject to issuance under our equity incentive plans to be adopted in connection with this offering. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly shares of our common stock registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover shares of our common stock.

Registration Rights

Following completion of this offering, the shares of our common stock covered by registration rights would represent approximately % of our outstanding common stock (or %, if the underwriters exercise their option to purchase additional shares in full). These shares also may be sold under Rule 144, depending on their holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates.

For a description of rights that certain of our stockholders will have to require us to register the shares of our common stock they own, see “Description of Capital Stock—Registration Rights Agreement.” Registration of these shares under the Securities Act would result in these shares becoming freely tradable immediately upon effectiveness of such registration.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a summary of U.S. federal income tax considerations generally applicable to Non-U.S. Holders (as defined below) with respect to the ownership and disposition of shares of our common stock issued pursuant to this offering and who hold such shares as a capital asset (generally, property held for investment) within the meaning of the Code. This summary is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, administrative rulings and published positions of the Internal Revenue Service (“IRS”) and other applicable authorities, in each case as in effect as of the date of this document and all of which are subject to change, possibly with retroactive effect. This summary is not binding on the IRS and there can be no assurance that the IRS or a court will agree with the conclusions stated herein. This summary is not a complete description of all of the U.S. federal income tax considerations that may be relevant to a particular Non-U.S. Holder. In addition, this summary does not address considerations relevant to Non-U.S. Holders subject to special rules, including, without limitation:

•

banks, insurance companies and other financial institutions;

•

regulated investment companies;

•

real estate investment trusts;

•

tax-exempt organizations;

•

brokers, dealers or traders in securities or currencies;

•

certain former citizens or residents of the United States;

•

persons that elect to mark their securities to market;

•

persons whose “functional currency” is not the U.S. dollar;

•

persons holding our common stock as part of a straddle, hedge, conversion or other integrated transaction;

•

persons deemed to sell our common stock under the constructive sale provisions of the Code;

•

persons who acquired shares of our common stock as compensation or otherwise in connection with the performance of services;

•

controlled foreign corporations;

•

passive foreign investment companies; and

•

partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes) or other pass-through entities.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the U.S. federal income tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Partnerships, and partners of a partnership, holding shares of our common stock should consult their tax advisors regarding the U.S. federal income tax consequences to them of owning and disposing shares of our common stock.

In addition, this summary does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift, alternative minimum tax or Medicare contribution tax considerations. Non-U.S. Holders should consult their tax advisors regarding the particular tax considerations to them of owning and disposing shares of our common stock.

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of shares of our common stock that, for U.S. federal income tax purposes, is not, or is not treated as, any of the following:

•

an individual who is a citizen or resident of the United States;

•

a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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•

a trust (i) the administration of which is subject to the primary supervision of a court within the United States and for which one or more U.S. persons (as defined in Section 7701(a)(30) of the Code) have the authority to control all substantial decisions or (ii) that has otherwise validly elected to be treated as a U.S. person under the applicable Treasury Regulations.

Distributions

As discussed under the section titled “Dividend Policy,” we do not currently anticipate paying dividends on our common stock in the foreseeable future. However, if we do make distributions of cash or property (other than certain stock distributions) with respect to shares of our common stock (or if we engaged in certain redemptions that are treated as distributions with respect to shares of our common stock), any such distributions will generally be treated as dividends to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts of such distribution in excess of our current or accumulated earnings and profits will be treated, first, as a return of capital and be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its shares of our common stock (but not below zero) and, thereafter, as capital gain, which is subject to the tax treatment described below under “—Sale or Other Taxable Disposition.”

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of shares of our common stock will be subject to U.S. federal withholding tax rate of thirty percent (30%) of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a properly executed IRS Form W-8BEN or W-8BEN-E (or its successor forms or other applicable documentation) certifying qualification for such lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Subject to the discussion below under “—Foreign Account Tax Compliance Act,” no amounts in respect of U.S. federal withholding tax will be withheld from dividends paid to a Non-U.S. Holder if the dividends are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States) and the Non-U.S. Holder provides a properly executed IRS Form W-8ECI (or its successor form or other applicable documentation). Any such effectively connected dividends will generally be subject to U.S. federal income tax on a net income basis at the regular graduated rates that apply to U.S. persons. A Non-U.S. Holder that is a treated as a corporation for U.S. federal income tax purposes receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of thirty percent (30%) (or a lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits (subject to certain adjustments). Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of shares of our common stock unless:

•

such gain is “effectively connected” with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States);

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•

our common stock constitutes a U.S. real property interest by reason of our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular graduated rates that apply to U.S. persons. A Non-U.S. Holder that is a corporation may also be subject to an additional “branch profits tax” as discussed above under “— Distributions.”

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Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of thirty percent (30%) (or a lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though such individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, although there can be no assurance in this regard, we believe that we are not, and we do not anticipate becoming, a USRPHC for U.S. federal income tax purposes. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of shares of our common stock will not be subject to U.S. federal income tax if shares of our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, five percent (5%) or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or such Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Foreign Account Tax Compliance Act

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a thirty percent (30%) withholding rate may be imposed on dividends in respect of our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution (i) enters into, and complies with, an agreement with the Treasury Department to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments or (ii) complies with an intergovernmental agreement between the United States and an applicable foreign country to report such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will be subject to withholding at a rate of thirty percent (30%), unless such entity either (i) certifies that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which we or the applicable withholding agent will in turn provide to the Treasury Department. We will not pay any additional amounts to holders in respect of any amounts withheld. Non-U.S. Holders should consult their tax advisors regarding the possible implications of this withholding tax on their investment in our common stock.

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UNDERWRITERS (CONFLICTS OF INTEREST)

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives, have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:

Name			Number of Shares
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
RBC Capital Markets, LLC
Guggenheim Securities, LLC
Robert W. Baird & Co. Incorporated
William Blair & Company, L.L.C.
BTIG, LLC
Telsey Advisory Group LLC
Total:

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and the selling stockholders, and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares of common stock covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ per share under the public offering price. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.

The selling stockholders have granted the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional shares of common stock.

Total

Per Share

No Exercise

Full Exercise

Public offering price

Underwriting discounts and commissions

Proceeds, before expenses, to us

Proceeds, before expenses, to the selling stockholders

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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $ . We have agreed to reimburse the underwriters for certain of their expenses in an amount up to $ .

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We intend to apply to have our shares of common stock listed on the NYSE under the trading symbol “REF.”

We, our directors, executive officers and the holders of substantially all of our outstanding common stock, including the selling stockholders and the stockholders participating in the Synthetic Secondary, and securities convertible into or exercisable or exchangeable for our common stock have agreed that, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC on behalf of the underwriters, we and they will not subject to certain exceptions, dispose of or hedge any of their shares of common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus. See “Shares Eligible for Future Sale.”

In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or slow a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or

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express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us, the selling stockholders and the representatives. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Conflicts of Interest

The Conflicted Underwriters are lenders under the Credit Agreement. As described in “Use of Proceeds,” net proceeds from this offering will be used to repay outstanding term loans under the Credit Agreement, and affiliates of the Conflicted Underwriters will receive 5% or more of the net proceeds of this offering due to the repayment of the term loans. Therefore, such Conflicted Underwriters are deemed to have “conflicts of interest” under Rule 5121. Accordingly, this offering is being conducted in compliance with the requirements of Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. The Conflicted Underwriters will not confirm any sales to any account over which they exercise discretionary authority without the specific written approval of the account holder. See “Use of Proceeds” for additional information.

Selling Restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), no shares of common stock have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares of common stock which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the shares of common stock may be offered to the public in that Relevant State at any time:

(a)

to any qualified investor as defined under Article 2 of the Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

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(c)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the shares of common stock shall require us or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or publish an Annex IX document pursuant to Article 1(4) of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares of common stock in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of common stock to be offered so as to enable an investor to decide to purchase or subscribe for any shares of common stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Notice to Prospective Investors in the United Kingdom

No shares of common stock have been offered or will be offered pursuant to the offering to the public in the United Kingdom except that the shares of common stock may be offered to the public in the United Kingdom at any time:

(a)

where (i) the offer is conditional on the admission of the shares of common stock to trading on the London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(a) of Schedule 1 of the POATR) or (ii) the Shares being offered are at the time of the offer already admitted to trading on London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(b) of Schedule 1 of the POATR);

(b)

to any qualified investor as defined in paragraph 15 of Schedule 1 of the POATR;

(c)

to fewer than 150 persons (other than qualified investors as defined in paragraph 15 of Schedule 1 of the POATR), subject to obtaining the prior consent of the representatives for any such offer; or

(d)

in any other circumstances falling within Part 1 of Schedule 1 of the POATR.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares of common stock in the United Kingdom means the communication to any person which presents sufficient information on: (a) the shares of common stock to be offered; and (b) the terms on which they are to be offered, to enable an investor to decide to buy or subscribe for the shares of common stock and the expression “POATR” means the Public Offers and Admissions to Trading Regulations 2024.

Notice to Prospective Investors in Japan

The shares of common stock have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the shares of common stock nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or re-sale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Notice to Prospective Investors in Canada

The shares of common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

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Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Switzerland

This prospectus does not constitute an offer to the public or a solicitation to purchase or invest in any shares of common stock. No shares of common stock have been offered or will be offered to the public in Switzerland, except that offers of shares of common stock may be made to the public in Switzerland at any time under the following exemptions under the Swiss Financial Services Act (“FinSA”):

(a)

to any person which is a professional client as defined under the FinSA;

(b)

to fewer than 500 persons (other than professional clients as defined under the FinSA), subject to obtaining the prior consent of the representatives for any such offer; or

(c)

in any other circumstances falling within Article 36 FinSA in connection with Article 44 of the Swiss Financial Services Ordinance,

provided that no such offer of shares of common stock shall require the Company or any underwriter to publish a prospectus pursuant to Article 35 FinSA. The shares of common stock have not been and will not be listed or admitted to trading on a trading venue in Switzerland.

Neither this document nor any other offering or marketing material relating to the shares of common stock constitutes a prospectus as such term is understood pursuant to the FinSA and neither this document nor any other offering or marketing material relating to the shares of common stock may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in the Dubai International Financial Centre (“DIFC”)

This document relates to an Exempt Offer in accordance with the Markets Law, DIFC Law No. 1 of 2012, as amended. This document is intended for distribution only to persons of a type specified in the Markets Law, DIFC Law No. 1 of 2012, as amended. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority ( “DFSA”) has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document.

The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities of common stock offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the shares of common stock may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to Prospective Investors in the United Arab Emirates

The shares of common stock have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the DIFC) other than in compliance with the laws of the United Arab Emirates (and the DIFC) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the DFIC)

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and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority, Financial Services Regulatory Authority (FSRA) or the Dubai Financial Services Authority (DFSA).

Notice to Prospective Investors in Australia

This prospectus:

•

does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);

•

has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and

•

may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (“Exempt Investors”).

The shares of common stock may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares of common stock may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares of common stock may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares of common stock, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares of common stock under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares of common stock you undertake to us that you will not, for a period of 12 months from the date of issue of the shares of common stock, offer, transfer, assign or otherwise alienate those shares of common stock to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to Prospective Investors in Hong Kong

The shares of common stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “CO”) or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating to the shares of common stock has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, no shares of common stock (1) have been or will be offered or sold and no shares of common stock have been or will be made the subject of an invitation for subscription or purchase, and no prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of common stock have been or will be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the

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Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Notice to Prospective Investors in Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations Regulations as issued by the board of the Saudi Arabian Capital Market Authority (“CMA”) pursuant to resolution number 3-123-2017 dated 27 December 2017, as amended (the “CMA Regulations”). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.

Notice to Prospective Investors in the British Virgin Islands

The shares of common stock are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of us. The shares of common stock may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands) ( “BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.

Notice to Prospective Investors in China

This prospectus will not be circulated or distributed in the PRC and the shares of common stock will not be offered or sold, and will not be offered or sold to any person for re-offering or resale directly or indirectly to any residents of the PRC (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations.

Notice to Prospective Investors in Korea

The shares of common stock have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the “FSCMA”), and the shares of common stock have been and will be offered in Korea as a private placement under the FSCMA. None of the shares of common stock may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”). The shares of common stock have not been listed on any of securities exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the shares of common stock shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the shares of common stock. By the purchase of the shares of common stock, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares of common stock pursuant to the applicable laws and regulations of Korea.

Notice to Prospective Investors in Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the shares of common stock has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of common stock may not be circulated or distributed, nor may the shares of common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end

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fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the shares of common stock, as principal, if the offer is on terms that the shares of common stock may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the shares of common stock is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Notice to Prospective Investors in Taiwan

The shares of common stock have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares of common stock in Taiwan.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Latham & Watkins LLP, New York, New York has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

EXPERTS

The financial statements as of December 27, 2025 and December 28, 2024 and for each of the three years in the period ended December 27, 2025 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this prospectus with the SEC. This prospectus is a part of the registration statement and does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common stock, you should refer to the registration statement and its exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract or other document referred to in those documents are not necessarily complete, and in each instance we refer you to the copy of the contract or other document filed as an exhibit to the registration statement or other document. Each of these statements is qualified in all respects by this reference.

Following the completion of this offering, we will be subject to the informational reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC will be available to the public on the SEC’s website at http://www.sec.gov. Those filings will also be available to the public on, or accessible through, our website (www.thereformation.com). The information we file with the SEC or contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.

No person is authorized by us to give any information or to make any representations other than those contained or incorporated by reference in this preliminary prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this preliminary prospectus nor any distribution of securities made hereunder shall imply that there has been no change in the information set forth or incorporated by reference herein or in our affairs since the date hereof.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

INDEX TO FINANCIAL STATEMENTS

			Page(s)
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Financial Statements
Balance Sheets December 27, 2025 and December 28, 2024			F-3
Statements of Operations and Comprehensive Income Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023			F-4
Statements of Stockholders’ Equity Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023			F-5
Statements of Cash Flows Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023			F-6
Notes to Financial Statements			F-7 – F-35
Condensed Consolidated Financial Statements (Unaudited)
Balance Sheets (Unaudited) March 28, 2026 and December 27, 2025			F-36
Statements of Operations and Comprehensive Loss (Unaudited) 13 weeks ended March 28, 2026 and March 29, 2025			F-37
Statements of Stockholders’ Equity (Unaudited) 13 weeks ended March 28, 2026 and March 29, 2025			F-38
Statements of Cash Flows (Unaudited) 13 weeks ended March 28, 2026 and March 29, 2025			F-39
Notes to Financial Statements (Unaudited)			F-40 – F-53

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Reformation Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Reformation Inc. (formerly known as REF Topco, Inc.) and its subsidiaries (the “Company”) as of December 27, 2025 and December 28, 2024 and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 27, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2025 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 27, 2026

We have served as the Company’s auditor since 2019.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Consolidated Balance Sheets
December 27, 2025 and December 28, 2024

(in thousands, except share and per share data)	December 27, 2025			December 28, 2024
Assets
Cash and cash equivalents		$	65,473		$	87,678
Accounts receivable, net			18,407			12,285
Inventories			60,640			51,916
Prepaid expenses and other current assets			16,393			12,432
Total current assets			160,913			164,311
Property and equipment, net			83,346			50,868
Right-of-use assets			167,695			133,707
Intangible assets, net			1,396			2,233
Trade name			309,100			309,100
Goodwill			209,421			209,421
Other noncurrent assets			5,996			4,127
Total assets		$	937,867		$	873,767
Liabilities and Stockholders’ Equity
Accounts payable		$	7,656		$	4,940
Accrued expenses and other current liabilities			66,828			55,527
Current lease liabilities			16,670			11,749
Current portion of long-term debt			8,250			5,156
Deferred revenue			6,740			4,342
Total current liabilities			106,144			81,714
Long-term debt, net of current portion			147,724			155,014
Noncurrent lease liabilities			166,837			135,824
Deferred income tax liabilities			68,072			67,448
Deferred revenue, net of current portion			3,064			4,088
Other noncurrent liabilities			5,229			3,074
Total liabilities			497,070			447,162
Commitments and contingencies (Note 14)
Stockholders’ equity
Common stock, $0.01 par value; 750,000 shares authorized as of December 27, 2025 and December 28, 2024; 348,875 shares issued and outstanding as of December 27, 2025 and December 28, 2024			4			4
Additional paid-in capital			358,275			357,180
Retained earnings			82,493			69,855
Accumulated other comprehensive income (loss)			25			(434)
Total stockholders’ equity			440,797			426,605
Total liabilities and stockholders’ equity		$	937,867		$	873,767

The accompanying notes are an integral part of these consolidated financial statements.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income
Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023

(in thousands, except share and per share data)	December 27, 2025			December 28, 2024			December 30, 2023
Net revenue		$	507,104		$	438,157		$	359,523
Cost of goods sold			201,617			155,550			129,185
Gross profit			305,487			282,607			230,338
Operating expenses
Marketing expenses			44,532			38,371			33,685
Selling, general and administrative expenses			232,137			191,579			159,076
Total operating expenses			276,669			229,950			192,761
Income from operations			28,818			52,657			37,577
Other (expense) income
Interest expense			(14,574)			(10,713)			—
Interest income			1,840			3,003			1,052
Other income, net			773			730			123
Total other (expense) income			(11,961)			(6,980)			1,175
Income before income taxes			16,857			45,677			38,752
Income tax provision			4,219			12,747			14,866
Net income			12,638			32,930			23,886
Other comprehensive gain (loss), net of tax
Foreign currency translation gain (loss), net of tax			459			(374)			111
Comprehensive income, net of tax		$	13,097		$	32,556		$	23,997
Earnings per share
Basic		$	36.23		$	87.27		$	55.15
Diluted			35.17			85.95			54.94
Weighted-average shares used in per share calculation
Basic			348,875			377,329			433,146
Diluted			359,378			383,141			434,771

The accompanying notes are an integral part of these consolidated financial statements.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Consolidated Statements of Stockholders’ Equity
Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023

	Common Stock					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Stockholders’ Equity
(in thousands, except share data)	Shares		Amount			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Stockholders’ Equity
Balances at December 24, 2022		493,242		$	5		$	498,450		$	33,781		$	(171)		$	532,065
Issuance of common stock from exercise of stock options		41			—			29			—			—			29
Stock-based compensation expense		—			—			1,908			—			—			1,908
Net income		—			—			—			23,886			—			23,886
Foreign currency translation adjustment		—			—			—			—			111			111
Balances at December 30, 2023		493,283			5			500,387			57,667			(60)			557,999
Issuance of common stock from exercise of stock options		321			—			368			—			—			368
Repurchase and retirement of common stock, net		(144,729)			(1)			(144,736)			(20,742)			—			(165,479)
Stock-based compensation expense		—			—			1,161			—			—			1,161
Net income		—			—			—			32,930			—			32,930
Foreign currency translation adjustment		—			—			—			—			(374)			(374)
Balances at December 28, 2024		348,875			4			357,180			69,855			(434)			426,605
Stock-based compensation expense		—			—			1,095			—			—			1,095
Net income		—			—			—			12,638			—			12,638
Foreign currency translation adjustment		—			—			—			—			459			459
Balances at December 27, 2025		348,875		$	4		$	358,275		$	82,493		$	25		$	440,797

The accompanying notes are an integral part of these consolidated financial statements.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Consolidated Statements of Cash Flows
Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023

(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Cash flows from operating activities
Net income		$	12,638		$	32,930		$	23,886
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation of property and equipment			12,336			9,261			6,912
Change in operating lease right-of-use assets			19,015			14,657			10,873
Amortization of definite-lived intangibles assets			838			838			1,568
Amortization of debt issuance costs			1,122			757			—
Deferred income taxes			617			(4,880)			(289)
Stock-based compensation expense			1,095			1,161			1,908
Other			81			49			75
Increase (decrease) in cash due to changes in assets and liabilities
Accounts receivable			(6,055)			(839)			1,718
Inventories			(8,558)			(18,384)			(7,222)
Prepaid expenses and other current assets			(3,871)			(895)			2,684
Other noncurrent assets			(1,987)			(487)			(230)
Accounts payable			1,805			2,116			(4,604)
Accrued expenses and other current liabilities			11,079			16,618			4,784
Operating lease liabilities			(16,987)			(9,861)			(8,918)
Deferred revenue			1,347			1,071			2,527
Other noncurrent liabilities			2,155			153			2,136
Net cash provided by operating activities			26,670			44,265			37,808
Cash flows from investing activities
Purchases of property and equipment			(44,543)			(26,149)			(13,692)
Net cash used in investing activities			(44,543)			(26,149)			(13,692)
Cash flows from financing activities
Proceeds from exercise of stock options			—			368			29
Proceeds from term loan, net of lender fees			—			161,043			—
Repayments on term loan			(5,156)			(1,031)			—
Debt issuance costs			—			(1,300)			—
Repurchases of common stock, net			—			(165,479)			—
Net cash (used in) provided by financing activities			(5,156)			(6,399)			29
Effect of exchange rates on cash and cash equivalents			824			(542)			160
Net (decrease) increase in cash and cash equivalents			(22,205)			11,175			24,305
Cash and cash equivalents
Beginning of the year			87,678			76,503			52,198
End of the year		$	65,473		$	87,678		$	76,503
Supplemental cash flow information
Cash paid during the year for
Income taxes, net of refunds		$	5,285		$	16,010		$	5,066
Interest			13,747			6,394			—
Noncash financing and investing activities
Purchase of property and equipment included in accounts payable			629			657			470
Operating lease right-of-use assets obtained in exchange for operating lease liabilities			54,271			86,856			17,251

The accompanying notes are an integral part of these consolidated financial statements.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

1. Organization and Nature of Business

Reformation Inc. (formerly known as REF Topco, Inc.) is a Delaware corporation headquartered in Los Angeles, California. On April 11, 2025, REF Topco, Inc. changed its legal entity name to Reformation Inc., collectively referred to as the “Company”, Reformation Inc. and its subsidiaries, sell apparel and accessories direct to customers through its website and company-owned retail stores located in the United States and internationally, as well as through wholesale and other channels. The Company’s mission is to bring sustainable fashion to everyone by minimizing its environmental impact through the sourcing of sustainable fabrics and vintage garments and incorporating sustainable practices throughout its supply chain and broader operations.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of Reformation Inc. (formerly known as REF Topco, Inc.) and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation.

Fiscal Year End

The Company operates on a 52/53-week fiscal year convention whereby its fiscal year ends on the last Saturday of December. For fiscal years 2025, 2024, and 2023, the dates were December 27, 2025, December 28, 2024, and December 30, 2023, respectively. Fiscal years 2025, 2024, and 2023 consisted of 52, 52, and 53 weeks, respectively.

Use of Estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management relate to variable consideration for net sales provided to customers, including the sales return liability, allowances for excess and obsolete inventories; fair value of stock-based compensation; the recoverability of goodwill, the trade name, and long-lived assets; determination of incremental borrowing rate for leases; and determination of valuation allowance on deferred tax assets. Actual results could differ from these estimates.

Revision of Previously Issued Consolidated Financial Statements

During the preparation of the Company’s consolidated financial statements for the fiscal year ended December 27, 2025, the Company identified certain errors in its previously issued financial statements for the fiscal years ended December 28, 2024, and December 30, 2023. These errors related to (1) the misclassification of prepaid rent by recording it within prepaid expenses and other current assets instead of a reduction of current lease liability (2) the misclassification of tenant improvement allowances by recording it in accounts receivable, net instead of a reduction of current lease liabilities and (3) the misclassification of bad debt expense by recording it in net revenue instead of selling, general and administrative expense. The Company assessed the materiality of these prior period errors on the consolidated financial statements and concluded based on quantitative and qualitative analysis that these errors were not material to the Company’s previously issued consolidated financial statements. Accordingly, the Company corrected the prior periods, as disclosed in the table below:

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

Consolidated Balance Sheet

	December 28, 2024
(in thousands, except share and per share data)	As Previously Reported			Adjustments			As Revised
Assets
Cash and cash equivalents		$	87,678			—		$	87,678
Accounts receivable, net			12,865			(580)			12,285
Inventories			51,916			—			51,916
Prepaid expenses and other current assets			14,281			(1,849)			12,432
Total current assets			166,740			(2,429)			164,311
Property and equipment, net			50,868			—			50,868
Right-of-use assets			133,707			—			133,707
Intangible assets, net			2,233			—			2,233
Trade name			309,100			—			309,100
Goodwill			209,421			—			209,421
Other noncurrent assets			4,127			—			4,127
Total assets		$	876,196		$	(2,429)		$	873,767
Liabilities and Stockholders’ Equity
Accounts payable		$	4,940			—		$	4,940
Accrued expenses and other current liabilities			55,527			—			55,527
Current lease liabilities			14,178			(2,429)			11,749
Current portion of long-term debt			5,156			—			5,156
Deferred revenue			4,342			—			4,342
Total current liabilities			84,143			(2,429)			81,714
Long-term debt, net of current portion			155,014			—			155,014
Noncurrent lease liabilities			135,824			—			135,824
Deferred income tax liabilities			67,448			—			67,448
Deferred revenue, net of current portion			4,088			—			4,088
Other noncurrent liabilities			3,074			—			3,074
Total liabilities			449,591			(2,429)			447,162
Commitments and contingencies (Note 14)
Stockholders’ equity
Common stock, $0.01 par value; 750,000 shares authorized as of December 27, 2025 and December 28, 2024; 348,875 shares issued and outstanding as of December 27, 2025 and December 28, 2024			4			—			4
Additional paid-in capital			357,180			—			357,180
Retained earnings			69,855			—			69,855
Accumulated other comprehensive income (loss)			(434)			—			(434)
Total stockholders’ equity			426,605			—			426,605
Total liabilities and stockholders’ equity		$	876,196		$	(2,429)		$	873,767

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

Consolidated Statements of Operations and Comprehensive Income

	December 28, 2024									December 30, 2023
(in thousands, except share and per share data)	As Previously Reported			Adjustments			As Revised			As Previously Reported			Adjustments			As Revised
Net revenue		$	438,407		$	(250)		$	438,157		$	358,606		$	917		$	359,523
Cost of goods sold			155,550			—			155,550			129,185			—			129,185
Gross profit			282,857			(250)			282,607			229,421			917			230,338
Operating expenses
Marketing expenses			38,371			—			38,371			33,685			—			33,685
Selling, general and administrative expenses			191,829			(250)			191,579			158,159			917			159,076
Total operating expenses			230,200			(250)			229,950			191,844			917			192,761
Income from operations			52,657			—			52,657			37,577			—			37,577
Other (expense) income
Interest expense			(10,713)			—			(10,713)			—			—			—
Interest income			3,003			—			3,003			1,052			—			1,052
Other income, net			730			—			730			123			—			123
Total other (expense) income			(6,980)			—			(6,980)			1,175			—			1,175
Income before income taxes			45,677			—			45,677			38,752			—			38,752
Income tax provision			12,747			—			12,747			14,866			—			14,866
Net income			32,930			—			32,930			23,886			—			23,886
Other comprehensive (loss) gain, net of tax
Foreign currency translation (loss) gain, net of tax			(374)			—			(374)			111			—			111
Comprehensive income, net of tax		$	32,556		$	—		$	32,556		$	23,997		$	—		$	23,997
Earnings per share
Basic		$	87.27		$	—		$	87.27		$	55.15		$	—		$	55.15
Diluted			85.95			—			85.95			54.94			—			54.94
Weighted-average shares used in per share calculation
Basic			377,329			—			377,329			433,146			—			433,146
Diluted			383,141			—			383,141			434,771			—			434,771

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

Consolidated Statement of Cash Flow

	December 28, 2024
(in thousands)	As Previously Reported			Adjustments			As Revised
Cash flows from operating activities
Net income		$	32,930					$	32,930
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation of property and equipment			9,261						9,261
Change in operating lease right-of-use assets			14,657						14,657
Amortization of definite-lived intangibles assets			838						838
Amortization of debt issuance costs			757						757
Deferred income taxes			(4,880)						(4,880)
Stock-based compensation expense			1,161						1,161
Other			49						49
Increase (decrease) in cash due to changes in assets and liabilities
Accounts receivable			(1,419)			580			(839)
Inventories			(18,384)						(18,384)
Prepaid expenses and other current assets			(2,744)			1,849			(895)
Other noncurrent assets			(487)						(487)
Accounts payable			2,116						2,116
Accrued expenses and other current liabilities			16,618						16,618
Operating lease liabilities			(7,432)			(2,429)			(9,861)
Deferred revenue			1,071						1,071
Other noncurrent liabilities			153						153
Net cash provided by operating activities			44,265			—			44,265
Cash flows from investing activities
Purchases of property and equipment			(26,149)						(26,149)
Net cash used in investing activities			(26,149)			—			(26,149)
Cash flows from financing activities
Proceeds from exercise of stock options			368						368
Proceeds from term loan, net of lender fees			161,043						161,043
Repayments on term loan			(1,031)						(1,031)
Debt issuance costs			(1,300)						(1,300)
Repurchases of common stock, net			(165,479)						(165,479)
Net cash (used in) provided by financing activities			(6,399)			—			(6,399)
Effect of exchange rates on cash and cash equivalents			(542)						(542)
Net increase in cash and cash equivalents			11,175			—			11,175
Cash and cash equivalents
Beginning of the year			76,503			—			76,503
End of the year		$	87,678		$	—		$	87,678
Supplemental cash flow information
Cash paid during the year for
Income taxes, net of refunds		$	16,010					$	16,010
Interest			6,394						6,394
Noncash financing and investing activities
Purchase of property and equipment included in accounts payable			657						657
Operating lease right-of-use assets obtained in exchange for operating lease liabilities			86,856						86,856

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, bank balances, money market funds, and short-term deposits with original maturities of 13 weeks or less. These amounts are primarily held in the United States and to a lesser extent in the United Kingdom, France, and Canada. The Company has cash holdings that exceed insured limits for financial institutions; however, the Company mitigates this risk by utilizing high credit quality financial institutions throughout the world. The Company has not experienced any losses related to these balances, and management believes the Company’s credit risk to be minimal.

Accounts Receivable, Net

Accounts receivable primarily consist of wholesale receivables from apparel retailers with a smaller portion attributed to credit card receivables related to sales transactions from the Company’s e-commerce platform and retail stores. Accounts receivable are carried at invoiced amounts less allowances for expected credit losses and are generally settled in 30 days or less. The allowance for expected credit losses is based on forecasts of future economic conditions, as well as information about past events and current conditions under the accounts receivable aging method. Accounts receivables are written off against the allowance when management believes that the amount receivable will not be recovered. As of December 27, 2025 and December 28, 2024, the allowance for credit losses was $2.4 million and $0.7 million, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost includes all material, labor, import-related costs, and overhead costs incurred to manufacture or purchase the inventory. Cost is determined using a first-in, first-out method for raw materials inventory and the weighted-average cost method for work-in-process and finished goods. On an ongoing basis, inventory is evaluated for slow-moving items, damaged, and excess inventory. If the Company’s review indicates a reduction in utility below carrying value, inventory is reduced to a new cost basis. As of December 27, 2025 and December 28, 2024, the Company had inventory reserves in the amount of $14.5 million and $10.1 million, respectively, which are included in inventories on the accompanying consolidated balance sheets.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the following estimated useful lives:

			Useful Life
Computer equipment and software			3 to 5 years
Furniture, fixtures and office equipment			3 to 7 years
Machinery and equipment			5 to 7 years

Leasehold improvements are amortized over the shorter of the lease term or their estimated useful lives. Maintenance and repairs are charged to expense as incurred. Major replacements and betterments that improve or extend the useful life of the asset are capitalized.

When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded in the consolidated statements of operations and comprehensive income. The Company records depreciation on property and equipment within cost of goods sold or selling, general and administrative expense in the consolidated statements of operations and comprehensive income based on the asset’s function.

In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal use software development costs. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

Costs incurred in the planning and post-implementation stages of software development, or other maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application and infrastructure development stage are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants who are directly associated with and who devote time to software projects, and external direct costs of materials obtained in developing the software. These software development and acquired technology costs are amortized on a straight-line basis over the estimated useful life of five fiscal years upon initial release of the software or additional features.

Definite-Lived Intangible Assets

Intangible assets consisting of e-commerce customer relationships, wholesale customer relationships, and software (other than internally developed) are amortized using the straight-line method over their estimated useful lives ranging from three (3) to eight (8) fiscal years. The related amortization is included in selling, general and administrative expense in the consolidated statements of operations and comprehensive income.

Impairment of Long-Lived Assets

Long-lived assets with finite lives, such as property and equipment and definite-lived intangible assets, are reviewed for impairment when events or circumstances indicate that the carrying value of the asset may not be recoverable. Assets are grouped at the lowest level for which they are largely independent of other assets or asset groups. If the estimated undiscounted future cash flows related to the asset or asset group are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the estimated fair value, usually determined by the estimated discounted future cash flows of the asset or asset group, through a charge to the consolidated statements of operations and comprehensive income. The Company determined that no impairment of long-lived assets existed for any of the periods presented.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in an acquisition. Goodwill and indefinite-lived intangible assets (Trade Name) are located within the United States and are reviewed for impairment at least annually on August 29th and may be reviewed more frequently if a triggering event is identified (i.e. certain events occur or circumstances change). An entity is permitted to first assess qualitative factors to determine whether a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more-likely-than-not that the fair value is less than its carrying amount. If the Company determines that the fair value of its single reporting unit is less than the carrying value, a goodwill impairment loss is recognized in the amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. The Company estimates the fair value of goodwill for its reporting unit using a discounted cash flow model as well as a market approach. For indefinite-lived intangibles, if it is determined that it is more-likely-than-not that the fair value is less than the carrying value, the Company will estimate the fair value, usually determined by the estimated discounted future cash flows of the asset and compare that value with its carrying amount. If the carrying value of the intangible asset exceeds the fair value, the Company recognizes an impairment charge equal to the difference.

The Company performed qualitative impairment assessments for each of the year presented and determined that no impairment of goodwill or indefinite-lived intangible assets existed for any of the periods presented.

Deferred Debt Issuance Costs

Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. The costs are amortized and recognized as additional interest expense over

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

the contractual life of the debt instrument of five fiscal years using the effective interest method. As of December 27, 2025 and December 28, 2024, the carrying value of deferred debt issuance costs was $2.8 million and $3.8 million, respectively, net of accumulated amortization of $1.6 million and $0.6 million, respectively, and is included as a reduction to long-term debt on the accompanying consolidated balance sheets.

The total deferred debt issuance costs related to the revolving line of credit amounted to $0.8 million and are amortized on a straight-line basis over the contractual term of five fiscal years. The carrying value of deferred debt issuance costs related to the revolver as of December 27, 2025 and December 28, 2024 was $0.5 million and $0.7 million, respectively, net of accumulated amortization of $0.3 million and $0.1 million, respectively, and is included in other noncurrent assets on the accompanying consolidated balance sheets.

Deferred Offering Costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds from the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive income. As of December 27, 2025 and December 28, 2024, deferred offering costs included in other noncurrent assets on the accompanying condensed consolidated balance sheets were $1.6 million and nil, respectively.

Stock Repurchases

The Company accounts for stock repurchases either as treasury stock or retirement of stock. Treasury stock is carried at cost and recorded as a reduction of stockholders’ equity. When the Company’s stock is retired or repurchased for constructive retirement, any excess of the repurchase price paid over par value is allocated between retained earnings and additional paid-in capital, subject to certain limits on the amounts allocated to additional paid-in capital.

Fair Value Measurements and Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The hierarchy for this standard requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The three levels of the hierarchy are as follows:

Level 1

Quoted prices in active markets for identical assets or liabilities.

Level 2

Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts of financial assets and liabilities, which include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to the short

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

maturity of these instruments. The carrying value of the Company’s term loan approximates fair value based on the borrowing rate currently available to the Company for financing with similar terms and as is classified as Level 2 in the fair value hierarchy.

Revenue Recognition

The Company recognizes net revenues for the sale of a product at the point in time when its performance obligation has been satisfied and control of the product has been transferred to the customer. A customer is deemed to have control once they are able to direct the use and receive substantially all of the benefits of the product, which generally occurs upon shipment of the goods for wholesale or e-commerce customers and upon purchase by retail customers.

Revenue is primarily derived from the sale individual products sold to customers through e-commerce, retail stores, and wholesale arrangements. The Company enters into revenue contracts with customers either through a written agreement or implied by the Company’s customary business practices. Net revenues transactions are generally comprised of a single performance obligation for each individual product sold to customers through its various channels. The Company has elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. Net revenues are measured based on a transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods to the customer. The Company excludes sales, use, and similar taxes from the measurement of the transaction price.

As of December 27, 2025 and December 28, 2024, the amount of reserves for sales returns included in the accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets were $12.7 million and $10.0 million, respectively. For the fiscal years ended December 27, 2025 and December 28, 2024, the Company recognized sales returns and chargebacks amounting to $265.7 million and $245.9 million, respectively.

The Company accounts for gift card transactions by recording a contract liability at the time gift cards are issued to the customer in exchange for consideration from the customer. Contract liabilities for customer gift cards remain on the Company’s books until the gift card is redeemed by the customer, at which time the Company records the redemption of the gift card for merchandise as net revenues. Gift cards do not have an expiration date. The Company determines the probability of gift cards being redeemed based on historical redemption patterns and recognizes net revenues on unredeemed gift cards where the likelihood of the gift card being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage).

Gift card breakage is recognized in proportion, and over the same period, as actual gift card redemptions. Gift card breakage is included in net revenues in the consolidated statements of operations and comprehensive income. The balance of deferred revenue as of December 27, 2025 and December 28, 2024 was $9.8 million and $8.4 million, respectively, and $8.4 million and $7.4 million as of the beginning of the periods, respectively. The Company recognized $4.8 million and $4.4 million as revenue in 2025 and 2024, respectively, from amounts recorded as deferred revenue at the beginning of the periods.

Shipping and Handling Fees and Costs

Shipping and handling revenues are included in net revenues. Revenue is recognized and cost is accrued when control is transferred to the customer. Outbound freight costs associated with shipping merchandise to customers are recorded within selling, general and administrative expenses and amounted to $34.9 million,

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

$29.2 million and $26.4 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.

Cost of Goods Sold

Cost of goods sold consists of all material, labor, and overhead costs incurred to manufacture or purchase merchandise sold to customers. Cost of goods sold also includes import duties, other taxes, inbound freight costs, warehouse storage costs, inventory valuation adjustments, shrinkage and other miscellaneous costs.

Marketing Expenses

Marketing expenses are expensed as incurred and consist of paid media advertising, direct digital advertising, digital and editorial content creation, public relations, customer insights, as well as other marketing and advertising costs. Marketing expenses are primarily related to growing and retaining the customer base.

Advertising costs, including the costs to produce advertising, are expensed as incurred. Advertising expenses included within marketing expenses on the accompanying statements of operations and comprehensive income amounted to $43.3 million, $37.0 million, and $32.3 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses consist primarily of employee-related costs including salaries, benefits, bonuses, and stock-based compensation for the Company’s corporate and store employees, costs associated with shipping merchandise to the Company’s stores and customers, information technology, credit card processing fees, lease and other operating costs for stores and corporate facilities, legal, depreciation of property and equipment, amortization of intangible assets, and other administrative costs associated with operating the business.

Leases

The Company leases office space, manufacturing, and distribution facilities under agreements that are classified as operating leases. The Company determines if a contract contains a lease at inception of the arrangement based on whether there is a right to obtain substantially all of the economic benefits from the use of an identified asset and whether there is a right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Operating lease right-of-use assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets are recognized as the operating lease liability, adjusted for lease incentives received. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments was determined by using either the rate implicit within the lease or the Company’s incremental borrowing rate when the rate implicit within the lease is not known. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the lease liability calculation. The Company combines and accounts for lease and nonlease components as a single lease component. Variable lease payments may include costs such as common area maintenance, utilities, marketing or promotion fund, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred. Leases under twelve months are not included in the operating lease right-of-use assets and operating lease liabilities on the condensed consolidated balance sheets and is recognized as rent expense on a straight-line basis over the term of the lease.

Operating leases are included in operating lease right-of-use assets, current operating lease liabilities and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

Stock-Based Compensation

The Company expenses stock-based compensation to employees and nonemployee directors based on the grant date fair value of the awards over the requisite service period, adjusting for forfeitures as they occur. For fiscal years 2023 and prior, the Company used an income approach to determine the Company’s fair value and price per common share. Starting in fiscal year 2024, the Company utilized the Probability-Weighted Expected Return Method to determine the Company’s fair value and price per common share. The Company uses the Black-Scholes valuation method to determine the grant date fair value of its time-based options. The Company uses a Monte Carlo or a Probability-Weighted Expected Return Method model to determine the grant date fair value of its performance-based options with a service condition, a market condition and an implied performance condition.

Compensation expense for time-based awards is recognized on a straight-line basis over the service period, subject to minimum recognition of at least the amount of compensation expense that is legally vested. Compensation expense for awards with implied performance conditions and market conditions are recognized when the Company concludes it is probable the condition will be met. The Company recognized stock-based compensation primarily within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

Income Taxes

The Company is taxed as a C corporation under the Internal Revenue Code. The Company files a federal tax return and certain state tax returns. The provision for income taxes consists of both federal and state taxes.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date of the tax law.

The Company records net deferred tax assets to the extent that management believes these assets will more-likely-than-not be realized. In making such determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projections of future taxable income, tax planning strategies, and recent financial operations. In the event the Company determines it will not be able to realize a portion of the deferred income tax assets in the future, the Company will record a valuation allowance which would increase the provision for income taxes.

The Company recognizes the tax benefit from uncertain tax positions only if it is more-likely-than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in selling, general and administrative expenses.

Foreign Currency

The Company’s reporting currency is the U.S. Dollar. The functional currency of the Company’s foreign entities is typically the currency of the primary economic environment in which they operate. For foreign entities whose functional currency is not the U.S. Dollar, the assets and liabilities are translated at period-end exchange rates while revenues and expenses are translated using average exchange rates during the period. Resulting translation adjustments are included in accumulated other comprehensive loss.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

Transaction gains and losses due to movements in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated are recognized as other income, net in the Company’s consolidated statements of operations and comprehensive income.

Concentrations

As of December 27, 2025, one customer accounted for 23% of the Company’s consolidated accounts receivable, net. As of December 28, 2024, one customer accounted for 15% of the Company’s consolidated accounts receivable, net.

During the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, no customers represented greater than 10% of the Company’s net revenues.

Earnings per Share

The Company computes basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. The Company computes diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period.

The Company’s potentially dilutive securities include time-based and performance-based stock options. The effect of the potential common shares from the exercise of time-based stock options are included in diluted earnings per share under the treasury stock method if the effect is dilutive. Potential common shares from performance-based shares are included in diluted earnings per share upon the satisfaction of certain performance and market conditions. These conditions are evaluated at each reporting period and, if the conditions have been satisfied during the reporting period, the number of contingently issuable shares are included in the computation of diluted earnings per share, if dilutive. As of December 27, 2025 and December 28, 2024, the Company determined that the performance and market conditions were not yet achieved.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The new guidance requires, on an annual basis, disclosure of specific categories in the rate reconciliation and disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public business entities and December 15, 2025 for entities other than public business entities. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The new guidance requires additional disclosure related to the disaggregation of income statement expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is expected to result in additional disclosures and will not have an impact on the Company’s consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326) (“ASU 2025-05”). The new guidance provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, as follows:

1. Practical expedient. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

2. Accounting policy election. An entity other than a public business entity that elects the practical expedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company does not anticipate the adoption of the practical expedient to have a material impact on the Company’s condensed consolidated financial statements. The Company does not intend to make the accounting policy election.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. Under this guidance, capitalization for internal-use software costs begins when management has authorized and committed to funding the project and it is probable the project will be completed, and the software will be used to perform the intended function. ASU 2026-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted on a retrospective, modified, or prospective basis. The Company is currently evaluating the potential impact of this guidance and the timing of adoption.

3. Inventories

Inventories consist of the following:

	As of
(in thousands)	December 27, 2025			December 28, 2024
Raw materials		$	11,309		$	9,288
Work-in-process			1,838			862
Finished goods			47,493			41,766
		$	60,640		$	51,916

4. Property and Equipment, Net

Property and equipment consist of the following:

	As of
(in thousands)	December 27, 2025			December 28, 2024
Leasehold improvements		$	71,178		$	29,918
Computer equipment and software			27,328			19,997
Furniture, fixtures and office equipment			15,684			10,121
Machinery and equipment			1,380			1,111
Construction in progress			3,815			13,740
			119,385			74,887
Accumulated depreciation and amortization			(36,039)			(24,019)
		$	83,346		$	50,868

Depreciation and amortization expense related to property and equipment amounted to $12.3 million, $9.3 million, and $6.9 million for the fiscal years ended December 27, 2025, December 28, 2024 and

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Notes to Consolidated Financial Statements

December 30, 2023 respectively. Depreciation and amortization expense of property and equipment are primarily recognized within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

5. Goodwill, Trade Name and Intangible Assets, Net

Goodwill, trade name and intangible assets consist of the following:

	As of December 27, 2025
(in thousands)	Useful Life (Years)	Gross			Accumulated Amortization			Net Carrying Amount
Trade name	Indefinite		$	309,100		$	—		$	309,100
Goodwill	Indefinite			209,421			—			209,421
E-commerce and retail customer relationships	8			6,700			5,304			1,396
Wholesale relationships	4			4,380			4,380			—
Software	3			4,500			4,500			—
			$	534,101		$	14,184		$	519,917

	As of December 28, 2024
(in thousands)	Useful Life (Years)	Gross			Accumulated Amortization			Net Carrying Amount
Trade name	Indefinite		$	309,100		$	—		$	309,100
Goodwill	Indefinite			209,421			—			209,421
E-commerce and retail customer relationships	8			6,700			4,467			2,233
Wholesale relationships	4			4,380			4,380			—
Software	3			4,500			4,500			—
			$	534,101		$	13,347		$	520,754

Amortization expense related to the intangible assets amounted to $0.8 million, $0.8 million and $1.6 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively. The estimated amortization of intangibles assets for future fiscal years is as follows:

Fiscal year	(in thousands)
2026		$	838
2027			558
		$	1,396

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Notes to Consolidated Financial Statements

6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	As of
(in thousands)	December 27, 2025			December 28, 2024
Salaries, wages and employee benefits		$	14,696		$	12,241
Sales returns and allowances			12,701			10,039
Professional fees			8,555			4,248
Inventory purchases			8,029			4,178
Freight out			6,394			1,382
General and administrative			4,360			7,197
Sales tax payable			3,704			3,749
Marketing			3,453			2,825
Interest			3,206			3,521
Other accruals			1,730			6,147
		$	66,828		$	55,527

Long-term Debt

On May 2, 2024, LYMI Inc., a wholly owned subsidiary of Reformation Inc., entered into a financing agreement with JPMorgan Chase Bank, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada, to secure a five-year term loan of $165.0 million (“Term Loan”) and a revolving line of credit (“Revolver”) with a maximum borrowing capacity of $30.0 million (together, the Credit Facility). Proceeds from the Term Loan were used to effect the Company’s share repurchase on May 2, 2024. The Credit Facility matures in May 2029 and may be subject to accelerated repayment upon various customary events of default as well as a change of control event as defined in the credit agreement. As of December 27, 2025 and December 28, 2024, the Company had $156.0 million and $160.2 million, respectively, outstanding under its Term Loan and no borrowings under its Revolver.

The Credit Facility includes a $10.0 million sub-limit on letters of credit. Outstanding letters of credit reduce the amount available to borrow on the Revolver. As of December 27, 2025 and December 28, 2024, the available credit under the Revolver was $26.4 million and $26.9 million, respectively, reflecting the available limit of $30.0 million less outstanding letters of credit of $3.6 million and $3.1 million, respectively. Loan amounts under the Revolver may be borrowed, repaid and re-borrowed during the term. The unused portion of the Revolver bears a commitment fee of 0.50%.

The following summarizes the Company’s outstanding long-term debt as of December 27, 2025 and December 28, 2024:

(in thousands)	As of December 27, 2025			As of December 28, 2024
Term loans, gross		$	158,813		$	163,969
Less: unamortized debt issuance costs			(2,839)			(3,799)
Total long-term debt			155,974			160,170
Less: current potion of long-term debt			(8,250)			(5,156)
Long-term debt, net of current portion		$	147,724		$	155,014

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Notes to Consolidated Financial Statements

The Term Loan may be prepaid in whole or in part prior to the maturity date and is subject to certain lender fees if converted, assigned, or paid on a day other than the end of the interest period.

The Term Loan requires quarterly principal payments with a balloon payment upon maturity. Scheduled principal payments for future fiscal years are as follows:

Fiscal year	(in thousands)
2026			8,250
2027			9,281
2028			13,407
2029			127,875
Total term loan – principal payments		$	158,813

Interest on the Term Loan is due quarterly. Interest accrues at Secured Overnight Financing Rate (SOFR) plus 3.75% or at the Company’s option, the Company can fix the rate for a period of time at an Alternate Base Rate plus 2.75%.

Borrowings under the Credit Facility are collateralized by substantially all assets of the Company. The credit agreement contains various customary representations and warranties, affirmative and negative and covenants, including, among others, covenants limiting the ability of the Company and its subsidiaries to dispose of assets, merge or consolidate, make acquisitions, incur indebtedness, grant liens, make investments, make certain restricted payments, and enter into transactions with affiliates, in each case subject to customary exceptions. The Credit Facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.15 to 1.00 as of the last day of each fiscal quarter of the Company through March 31, 2025 and 1.25 to 1.00 for each fiscal quarter thereafter. The Credit Facility also requires that the Company maintain a maximum leverage ratio of 3.50 times Consolidated Adjusted Earnings Before Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”) (as defined in the financing agreement) as of the last day of any fiscal quarter of the Company. As of December 27, 2025 and December 28, 2024, the Company was in compliance with all financial covenants contained in the Credit Facility.

8. Net Revenues

A summary of disaggregated net revenues is as follows:

	Years Ended
(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Direct-to-consumer (DTC)			454,060			396,355			324,187
Wholesale and other			53,044			41,802			35,336
Net revenues		$	507,104		$	438,157		$	359,523

Direct-to-consumer represents net revenues from e-commerce through the Company’s online sale platform and net revenues from retail through direct product sales made from stores located in the U.S., Canada, France, and the United Kingdom. Wholesale and other net revenues consist of sales made to third-party retailers such as department stores and online retailers, sales to distributors, and other miscellaneous revenues such as sample sales.

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Notes to Consolidated Financial Statements

9. Income Taxes

The components of income before income taxes are as follows:

	Years Ended
(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Domestic		$	12,057		$	38,981		$	37,917
Foreign			4,801			6,696			835
Income before income taxes		$	16,857		$	45,677		$	38,752

The components of the income tax provision consist of the following:

	Years Ended
(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Current
Federal		$	1,900		$	10,960		$	9,091
State			2,220			5,499			5,639
Foreign			(194)			1,168			425
			3,925			17,627			15,155
Deferred
Federal			1,707			(4,022)			(3,880)
State			(1,142)			(1,121)			3,709
Foreign			(271)			263			(118)
			294			(4,880)			(289)
		$	4,219		$	12,747		$	14,866

Income tax provision related to continuing operations differ from the amounts computed by applying the statutory federal income rate of 21% and income tax expense reported in the consolidated financial statements are as follows:

	Years Ended
(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Tax at federal statutory rate		$	3,540		$	9,592		$	8,201
State taxes			349			3,327			5,850
Permanent differences			254			633			239
Tax credits			(495)			(160)			(663)
Section 250 deduction			—			(855)			(429)
Uncertain tax positions			1,847			76			1,569
Effect of Foreign Operations			(1,461)			—			—
Payable Adjustment			251			—			—
Others			(66)			134			99
Income tax provision		$	4,219		$	12,747		$	14,866

For the year ended December 27, 2025, the Company’s effective tax rate of 25.02% differs from the U.S. federal statutory rate primarily related to changes to uncertain tax positions and effect of foreign

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Notes to Consolidated Financial Statements

operations. For the year ended December 28, 2024, the Company’s effective tax rate of 27.91% differs from the U.S. federal statutory rate of 21% primarily related to state and local income taxes. For the year ended December 30, 2023, the Company’s effective tax rate of 38.4% differs from the U.S. federal statutory rate primarily related to state and local income taxes including changes to unrecognized tax benefits and a remeasurement of the Company’s deferred tax assets and liabilities in the amount of $3.7 million as a result of changes to guidance regarding the application of California tax law.

The components of deferred income taxes consist of the following:

	As of
(in thousands)	December 27, 2025			December 28, 2024
Deferred tax assets
Accrued compensation and other		$	2,493		$	2,693
Amortization – Section 174 Costs			237			5,067
Operating lease liabilities			51,631			43,212
Inventory reserves			4,164			2,860
Property and equipment			1,777			1,905
Stock-based compensation			2,635			2,409
Reserves for sales returns			2,256			1,909
State income taxes			4,109			5,132
Deferred gift card revenue			2,610			2,423
Transaction costs			753			835
Other deferred tax assets			1,302			1,251
			73,968			69,696
Valuation allowance			—			—
Total deferred tax assets			73,968			69,696
Deferred tax liabilities
Intangibles			(89,268)			(90,421)
Operating lease right-of-use assets			(45,643)			(38,523)
Prepaid expenses			(137)			(388)
Property and equipment			(6,643)			(7,345)
Other deferred tax liabilities			(21)			(467)
Total deferred tax liabilities			(141,713)			(137,144)
Net deferred tax liabilities		$	(67,744)		$	(67,448)

In assessing the realizability of its deferred tax assets, the Company considered whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and net operating loss carryforwards can be utilized. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income.

Based on the weight of all available evidence, including the expected reversal of existing taxable temporary differences and current operating income, the Company determined that its net deferred tax

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Notes to Consolidated Financial Statements

assets are realizable on a more than likely than not basis. There was no change in the Company’s valuation allowance during the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023.

Undistributed earnings of the foreign subsidiaries in Canada and the United Kingdom are considered to be permanently reinvested and accordingly, no deferred U.S. income taxes have been provided thereon. Upon distribution of those earnings in the form of dividend or otherwise, the Company would be subject to U.S. income tax. The amount of temporary differences related to undistributed earnings and other outside temporary differences upon which U.S. income taxes have not been provided is immaterial to these consolidated financial statements.

The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The Company’s U.S federal and state income tax periods are generally open to examination for the tax fiscal years 2021 through 2025. The Company’s Canadian and United Kingdom tax fiscal years 2021 through 2025 also remain open for examination.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

	Years Ended
(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Balances at the beginning of the year		$	2,688		$	2,733		$	770
Increases in tax positions for current year			1,837			(25)			1,963
Lapse in statute of limitations			—			(20)			—
Balances at the end of the year		$	4,525		$	2,688		$	2,733

Interest and penalties related to unrecognized tax benefits are included within the income tax provision for taxes in the consolidated statements of operations and comprehensive income, while accrued interest and penalties and unrecognized tax benefits are included in other noncurrent liabilities within the consolidated balance sheets.

As of December 27, 2025, December 28, 2024, and December 30, 2023, there are $4.5 million, $2.7 million, and $2.7 million, respectively, of unrecognized tax benefits that if recognized would affect the annual effective tax rate.

Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months.

10. Stock-Based Compensation

In 2019, the Company established the 2019 stock option plan (the “SBC Plan”) to allow the Company to issue nonqualified stock options (“NQSO”) to eligible participants.

The SBC Plan is administered by the Compensation Committee of the Company’s Board of Directors, which determines the terms of the options granted, including exercise price, number of options granted, and vesting period of such options. Under the SBC Plan, the exercise price of options may not be less than the fair market value of the Company’s common stock at the date of grant. Options have a term of no more than ten fiscal years from the date of grant and are generally cancelled 90 days after termination of employment or other service.

As of December 27, 2025, there are 47,528 shares reserved for issuance under the SBC Plan, of which options to purchase 41,507 shares are outstanding and 6,021 shares remain available for issuance.

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Notes to Consolidated Financial Statements

The Company grants 50% of the options with a service condition (“time-based option”) and 50% of the options with both market and an implied performance condition (“performance-based option”) (collectively, the “Options”). The time-based options have the same exercise price as the performance-based options.

Time-Based Options

The time-based options vest over a four-year period with 25% of the shares vesting one year after the service date and the remaining 75% of shares vesting in equal installments monthly for the following 36 months.

All time-based options, to the extent outstanding, vest in full if there is a Change in Control (as defined in the SBC Plan). In the event of a Change in Control, the Company’s Board may provide for (i) the holders of options to exercise such options in full and/or (ii) the cancellation of options in exchange for payment (in cash or other substitute consideration) in respect of each share covered by the option (disregarding whether or not vested) in an amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the transactions over the exercise price of such option.

The absence of a public market for the Company’s common shares requires the Board to estimate the fair value of a common share for the purposes of granting options and for determining share-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies. For fiscal years 2023 and prior, the Company used an income approach to determine the Company’s fair value and price per common share. Starting in fiscal year 2024, the Company utilized the Probability-Weighted Expected Return Method to determine the Company’s fair value and price per common share.

The Company uses the Black-Scholes option-pricing model to estimate the grant date fair value of time-based options. Changes in assumptions can materially impact the estimated fair value of stock options. The weighted average assumptions used in the valuation model are presented in the following table:

	Years Ended
	December 27, 2025		December 28, 2024		December 30, 2023
Valuation assumptions
Expected term (years)		0.6		1.0		1.0
Expected volatility		40%		38%		50%
Risk-free interest rate		4.24%		5.16%		0.15%
Dividend yield		0%		0%		0%

Expected term — The expected term considers various factors such as the vesting term, the contractual term, and the expected timing of a Change in Control.

Expected volatility — Expected volatility for options granted during the fiscal years 2025, 2024 and 2023 is based on the average historical volatility and implied volatility of similar entities with publicly traded shares.

Risk-free interest rate — The risk-free interest rate used in the Black-Scholes option-pricing model is based on the implied yield currently available for U.S. Treasury securities at maturity with an equivalent term.

Dividend yield — The Company did not declare or pay any dividends during the fiscal years 2025, 2024 and 2023 and does not currently expect to do so in the future.

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Notes to Consolidated Financial Statements

Option activity under the SBC Plan for time-based option grants is as follows:

	Time-Based Options
	Number of Options		Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 28, 2024		20,797		$	1,016.85		6.1		$	21,037
Options granted		287			2,055.64
Options forfeited or expired		(146)			1,147.00
Outstanding at December 27, 2025		20,938		$	1,030.15		5.2		$	24,660
Exercisable at December 27, 2025		19,200		$	1,009.18		4.9		$	23,017
Vested at December 27, 2025		19,200		$	1,009.18		4.9		$	23,017

On May 2, 2024, in connection with the Company’s share repurchase, the Company’s Board modified the terms and conditions of all of the outstanding vested and unvested stock options by cancelling the original awards granted and reissuing new stock option awards on the new grant date. As a result of the modification, the number of options were reduced and exercise prices were adjusted so that the grantee would receive the same consideration based upon a hypothetical Company valuation both before and after modification. All new options vest over the remaining vesting terms of the original options. Since the modifications were automatically triggered by the share repurchase, the Company determined that there is no incremental compensation expense to be recognized.

Stock-based compensation expense amounted to $1.1 million, $1.2 million and $1.9 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively, and was recognized almost entirely in selling, general and administrative expense except for a de-minimis amount recorded in cost of goods sold. As of December 27, 2025, total unrecognized compensation cost for all time-based options was $1.0 million and is expected to be recognized over a weighted-average period of 0.92 years.

The weighted-average grant-date fair value of time-based options granted under the SBC Plan was $385.06, $951.01 and $328.77 for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively. The total grant date fair value of time-based options vested during the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 was $0.9 million, $0.9 million and $2.1 million, respectively.

Performance-Based Options

The performance-based options vest when the Company’s controlling shareholder achieves certain multiples of invested capital, based on cash proceeds received by the investor. The percentage of options that vest varies between zero and hundred percent depending on the achievement of a multiple ranging from 175% to 250% of invested capital. At the grant date, the awards have a service condition, a market condition (the “multiple of invested capital” or “MOIC”) and an implied performance condition because the market condition is not deemed to be achievable without the occurrence of a Change in Control or an IPO.

Any portion of the performance-based options that remains unvested immediately after a Change in Control or an IPO (after taking into account any vesting that occurs in connection with such Change in Control), will remain outstanding and eligible to vest through an Exit Event upon the achievement of the multiple of invested capital return thresholds, subject to the participant’s continued employment with the Company until the earlier to occur of (1) an Exit Event (defined as the date on which the Company’s majority shareholder disposes of all of its initial investor shares in the Company) and (2) the date such threshold is

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Notes to Consolidated Financial Statements

achieved. Any performance-based options that remain unvested following an Exit Event will be forfeited and cease to be outstanding without any consideration.

Performance-based option activity for the year ended December 27, 2025 was as follows:

	Performance-Based Options
	Number of Options		Weighted- Average Exercise Price			Weighted- Average Grant Date Fair Value Per Option
Outstanding at December 28, 2024		21,099		$	1,017.15		$	414.66
Options granted		287			2,055.64
Options forfeited		(814)			1,018.30
Outstanding at December 27, 2025		20,571		$	1,031.56		$	411.93

On May 2, 2024, in connection with the Company’s share repurchase transaction, the Company’s Board modified the terms and conditions of all outstanding performance-based options as of that date in accordance with pre-existing antidilution provisions in the Company’s SBC Plan. As a result of the modification, the number of performance-based options and exercise prices were reduced so that the grantee would receive the same consideration based upon a hypothetical Company valuation both before and after modification. All other terms remained unchanged.

The weighted-average grant-date fair value of performance-based options granted under the SBC Plan was $329.00, $881.00 and $282.42 for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.

At December 27, 2025, there was $8.5 million of total unrecognized compensation cost related to nonvested performance-based options which is expected to be recognized either upon a Change in Control or IPO over the requisite service period or when the MOIC is achieved. No expense has been recognized for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 as the implied performance condition is not considered probable. If the MOIC is not met upon the occurrence of a Change in Control or an IPO, the Company will recognize compensation cost based on the proportion of the requisite service period already completed and attribute the remaining expense over the derived service period. If the MOIC is satisfied before the end of the derived service period, the remaining cost will be recognized in full.

Restricted Stock Units

During the fiscal year ended December 27, 2025, the Company’s Board of Directors granted restricted stock unit awards (“RSUs”) to certain employees outside of the SBC Plan.

The awards contain both a service condition and a performance-based condition. Under the service condition, the awards vest over a period of 3 or 4 years. The performance condition accelerates vesting at a Change in Control and the awards would be forfeited if no Change in Control or IPO event occurs within 7 years of the grant date. No expense has been recognized for the fiscal year ended December 27, 2025, as the performance condition is not deemed probable.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Consolidated Financial Statements

The following table summarizes the activities for unvested RSUs for the fiscal year ended December 27, 2025:

	Number of Shares		Weighted- Average Grant Date Fair Value Per Share
Unvested at December 28, 2024		—			—
Granted		544		$	2,208.00
Unvested at December 27, 2025		544		$	2,208.00

As of December 27, 2025, there was $1.2 million of unrecognized compensation cost related to unvested RSUs.

11. Stockholders’ Equity

The Company’s Board of Directors has authorized one class of shares, common stock. The Company is authorized to issue 750,000 shares of common stock and has 348,875 shares issued and outstanding as of December 27, 2025 and December 28, 2024, respectively.

Common Stock Repurchases

On May 1, 2024, the Company’s Board of Directors approved a repurchase of 144,729 shares of common stock from all stockholders’ on record pro rata to the stockholders’ ownership at $1,140 per share for an aggregate price of $165.0 million. The repurchase transaction closed on May 2, 2024. In connection with the transaction, the Company incurred $0.5 million of direct, incremental transaction costs. All repurchased shares were retired and became authorized and unissued shares.

The Company allocated the excess of the repurchase price over the Company’s common stock par value between additional paid-in capital and retained earnings on a pro rata basis in accordance with ASC 505-30. Accordingly, the Company allocated $144.7 million to additional paid-in capital and $20.7 million to retained earnings.

The price per share of $1,140 paid to all stockholders was based on a valuation performed as of June 24, 2023 utilizing a discounted cash flow method to determine the Company’s fair value. The fair value per share as of May 2, 2024, amounting to $1,713, was determined using a Probability-Weighted Expected Return Method to determine the Company’s fair value. As the price per share paid to all stockholders was less than the fair value per share as of May 2, 2024, and the repurchase of common stock was done in a ratable amount for all existing stockholders, the Company determined that the repurchase transaction was also accompanied by an in substance reverse stock split ratio of 1-for-1.14 which requires retrospective adjustment solely for the calculation of earnings per share under U.S. GAAP. The in substance reverse stock split did not affect any stockholder’s percentage ownership interest in the Company.

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Notes to Consolidated Financial Statements

12. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated:

	Years Ended
(in thousands, except share and per share data)	December 27, 2025			December 28, 2024			December 30, 2023
Net income available to common stockholders		$	12,638		$	32,930		$	23,886
Weighted average shares outstanding – basic			348,875			377,329			433,146
Dilutive effect of stock options			10,503			5,812			1,625
Weighted average shares outstanding-diluted			359,378			383,141			434,771
Basic earnings per share		$	36.23		$	87.27		$	55.15
Diluted earnings per share			35.17			85.95			54.94
Time-based shares excluded from the computation of diluted earnings per share			267			3,272			7,526

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period.

The effect of the potential common shares from the exercise of the Company’s time-based stock options are included in diluted earnings per share under the treasury stock method as their effect is dilutive. The contingently issuable common shares from performance-based stock options are excluded in diluted earnings per share because, as of December 27, 2025, the Company determined that the performance and market conditions have not yet been satisfied.

The following shares have been excluded from the computation of diluted earnings per share as their inclusion would have an anti-dilutive effect on earnings per share, or in the case of contingently issuable performance shares, conditions have not been satisfied:

•

For the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, the weighted-average outstanding time-based stock options to purchase 267, 3,272 and 7,526 common shares, respectively.

•

The effect of 20,571, 21,099 and 28,742 of contingently issuable performance-based shares as of December 27, 2025, December 28, 2024 and December 30, 2023, respectively.

•

The effect of 544 performance-based RSUs as of December 27, 2025.

In May 2024, the Company repurchased 144,729 shares of common stock on a pro rata basis.

13. Leases

The Company has certain manufacturing facilities, warehouse, office, and retail space that are accounted for as operating leases. The Company’s lease terms may include options to extend or terminate the lease and are, therefore, included in the operating lease right-of-use assets and operating lease liabilities when such options are reasonably certain to be exercised. Rent expense is recorded on a straight-line basis over the term of the lease (“operating lease cost”) and is included in cost of goods sold and selling, general, and administrative expenses on the condensed consolidated statements of operations and comprehensive income.

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Notes to Consolidated Financial Statements

right-of-use assets and operating lease liabilities on the condensed consolidated balance sheets, and rent expense is recorded on a straight-line basis over the term of the lease.

The following table presents the Company’s total lease cost:

	Years Ended
(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Operating lease expense		$	28,898		$	21,274		$	14,450
Short term lease expense			126			231			222
Variable lease expense			4,839			3,258			2,611
Total lease expense		$	33,863		$	24,763		$	17,283

The following table presents information about operating leases recognized in the consolidated financial statements:

	As of
(in thousands)	December 27, 2025			December 28, 2024
Operating leases
Operating lease right-of-use assets		$	167,695		$	133,707
Current portion of operating lease liabilities		$	16,670		$	11,749
Operating lease liabilities, net of current portion			166,837			135,824
Total operating lease liabilities		$	183,507		$	147,573

In 2024, the Company leased and began making improvements to a new facility in California. The facility opened in 2025 and is used for distribution, corporate administration, and manufacturing. The Company recognized a right-of-use asset and a corresponding lease liability of $60.5 million as of June 1, 2024, the date of lease commencement.

Other information related to leases are as follows:

As of

December 27,
2025

December 28,
2024

Weighted average remaining lease term (in years)

Operating leases

9.4

10.2

Weighted average discount rate

Operating leases

4.8%

4.7%

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Notes to Consolidated Financial Statements

Future minimum lease payments for operating leases are as follows:

(in thousands)	Operating Lease Liability
Fiscal year
2026			24,922
2027			27,856
2028			26,820
2029			24,443
2030			21,466
Thereafter			110,481
Total undiscounted lease payments			235,988
Less: Imputed interest			(52,481)
Present value of future minimum lease payments		$	183,507

14. Commitments and Contingencies

Legal Matters

The Company is from time to time involved in various claims and legal actions arising in the ordinary course of business, including proceedings involving workers’ compensation and other employee claims, unfair business practices, tort, and other general liability claims. While the Company cannot predict with certainty the results of these claims and legal actions in which it is currently or in the future may be involved, the Company does not expect that the ultimate disposition of any currently pending claims or actions will have a material adverse effect on the Company’s consolidated balance sheets, statements of operations and comprehensive income, or liquidity.

15. Employee Benefit Plan

In 2019, the Company established The LYMI Inc. 401(k) Profit Sharing Plan and Trust (the “Plan”) of LYMI Inc. Employees who have worked for the Company for three consecutive months and meet certain eligibility restrictions may participate in the Plan and may defer up to 92% of their salaries up to the maximum amount allowed by law of their eligible compensation to the Plan. The Company’s matching contribution is based on a percentage formula set forth in the Plan agreement. Company contributions to the Plan were $1.8 million, $1.5 million and $1.2 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 respectively. Contributions to the employee benefit plan are primarily recognized within selling, general and administrative expenses in the consolidated statements of operations and comprehensive income.

16. Segment Information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

While the CODM evaluates operating performance based on both consolidated net income and Adjusted EBITDA, the primary measure of profit and loss evaluated by the CODM for its single reportable segment is consolidated net income.

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Notes to Consolidated Financial Statements

The CODM is also regularly provided disaggregated expense information, as shown below:

	Years Ended
(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Revenue		$	507,104		$	438,157		$	359,523
Less:
Cost of goods sold(a)			201,328			155,251			129,033
Selling expenses(a)			71,328			57,383			51,309
Marketing expenses(a)			44,532			38,371			33,685
Employee compensation(b)			78,011			64,271			55,602
Occupancy expenses			38,102			28,513			20,265
Other segment expenses(c)			30,717			30,451			21,664
Depreciation of property and equipment			12,336			9,261			6,912
Amortization of definite-lived intangible assets			838			838			1,568
Stock-based compensation expense			1,095			1,161			1,908
Interest expense			14,574			10,713			—
Income tax expense			4,219			12,747			14,866
Plus:
Interest income			1,840			3,003			1,052
Other segment items			773			730			123
Segment net income		$	12,638		$	32,930		$	23,886

(a)

Amounts are exclusive of depreciation and amortization expense as well as certain employee compensation and occupancy expenses.

(b)

Amount is exclusive of share-based compensation expense.

(c)

Other segment expenses primarily include technology costs, professional fees, and other general and administrative expenses.

17. Geographic Information

The Company operated in the United States and internationally for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023. Net revenues from retail stores are attributed to the geographic area in which the store is located, while net revenues from e-commerce and wholesale are attributed based on the customer’s shipping destination.

The following table lists net revenues by geographic area:

	Years Ended
(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
United States		$	415,577		$	365,002		$	294,444
Rest of the world(1)			91,527			73,155			65,079
Total net revenues		$	507,104		$	438,157		$	359,523

(1)

No individual country exceeds 10% of total net revenues for any period presented.

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Notes to Consolidated Financial Statements

The following table lists long-lived assets by geographic area:

	As of
(in thousands)	December 27, 2025			December 28, 2024
United States		$	75,971		$	47,555
Rest of the world(2)			7,375			3,313
Total property and equipment, net		$	83,346		$	50,868

(2)

No individual country exceeds 10% of total net property and equipment for any period presented.

The following table lists right-of-use assets by geographic area:

	As of
(in thousands)	December 27, 2025			December 28, 2024
United States		$	150,316		$	125,240
Rest of the world(3)			17,379			8,467
Total right-of-use assets		$	167,695		$	133,707

(3)

No individual country exceeds 10% of total right-of-use assets for any period presented.

18. Condensed Financial Information of Parent Company

Reformation Inc. has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. Under the terms of the Credit Facility entered into in May 2024, the Company’s subsidiaries, including REF Holdings, Inc., a wholly-owned subsidiary of the Company, are restricted from making payments of dividends unless certain conditions are met. These covenants provide for certain exceptions for specific types of payments. These restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of REF Holdings, Inc. and its subsidiaries exceeding 25% of the consolidated net assets of Reformation Inc. and its subsidiaries.

The condensed financial information below is presented on a “parent-only” basis, and Reformation Inc.’s investment in its subsidiary is stated at cost plus equity in earnings of subsidiary less distributions received from subsidiary since the date of the August 26, 2019 acquisition. Reformation Inc.’s share of net income of its subsidiary is included in net income using the equity method of accounting.

In May 2024, Reformation Inc. received a dividend from its subsidiary of $165.0 million which was used for share repurchases.

The following table presents the parent-only balance sheets of Reformation Inc. as of December 27, 2025 and December 28, 2024:

(in thousands)	December 27, 2025			December 28, 2024
Assets
Cash and cash equivalents		$	24		$	2,638
Accounts receivable			—			1,582
Prepaid expenses and other current assets			—			16
Investment in subsidiary, net of distributions			440,773			423,951
Total assets		$	440,797		$	428,187

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Notes to Consolidated Financial Statements

(in thousands)	December 27, 2025			December 28, 2024
Liabilities and Stockholders’ Equity
Accrued expenses and other current liabilities		$	—		$	1,582
Total liabilities			—			1,582
Stockholders’ equity			440,797			426,605
Total liabilities and stockholders’ equity		$	440,797		$	428,187

The following table presents the parent-only statement of operations of Reformation Inc. for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023:

(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Operating expenses
Selling, general and administrative expenses		$	21		$	30		$	27
Loss from operations			(21)			(30)			(27)
Other income
Equity in earnings of subsidiary			12,594			32,742			23,703
Interest income, net			66			190			205
Other income, net			—			28			5
Total other income			12,660			32,960			23,913
Income before income taxes			12,638			32,930			23,886
Net income		$	12,638		$	32,930		$	23,886

The following table presents the parent-only statement of cash flows of Reformation Inc. for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023:

(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Cash flows from operating activities
Net income		$	12,638		$	32,930		$	23,886
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings of subsidiary			(12,594)			(32,742)			(23,703)
Increase (decrease) in cash due to changes in assets and liabilities
Accounts receivable			1,582			(1,582)			—
Prepaid expenses and other current assets			17			26			26
Accrued expenses and other current liabilities			(1,582)			1,582			—
Net cash provided by operating activities			62			214			209
Cash flows from investing activities
Dividend from subsidiary			—			165,000			—
Net cash provided by investing activities			—			165,000			—

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Notes to Consolidated Financial Statements

(in thousands)	December 27, 2025			December 28, 2024			December 30, 2023
Cash flows from financing activities
Proceeds from issuance of common stock			—			368			29
Funding (to) from subisidiaries			(2,676)			(13,267)			15,534
Repurchases of common stock, net			—			(165,479)			—
Net cash (used in) provided by financing activities			(2,676)			(178,378)			15,563
Net (decrease) increase in cash and cash equivalents			(2,614)			(13,164)			15,772
Cash and cash equivalents
Beginning of the year			2,638			15,802			30
End of the year		$	24		$	2,638		$	15,802

19. Subsequent Events

Management evaluated all subsequent events through March 27, 2026, the date the consolidated financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except for the following:

Tariffs Ruling

On February 20, 2026, the U.S. Supreme Court issued a ruling in Learning Resources, Inc. v. Trump, holding that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs. This ruling invalidated certain tariffs previously paid by the Company during the fiscal year ended December 27, 2025, and through the date of this filing.

As of December 27, 2025, the Company had recognized within cost of goods sold approximately $18.5 million in cumulative IEEPA based duties which consists of $10.2 million of IEEPA tariffs legally imposed on the Company and $8.3 million of IEEPA tariffs legally imposed on the Company's vendors that were passed on to the Company. While the Supreme Court’s decision indicates that these duties were unlawfully collected, significant uncertainty exists regarding the timing, process, and realization of any refunds from the U.S. Customs and Border Protection. The Company is currently evaluating administrative and legal channels to pursue its rights to these refunds.

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Condensed Consolidated Balance Sheets (Unaudited)
March 28, 2026 and December 27, 2025

(in thousands, except share and per share data)	March 28, 2026			December 27, 2025
Assets
Cash and cash equivalents		$	41,217		$	65,473
Accounts receivable, net			16,820			18,407
Inventories			70,810			60,640
IEEPA tariff receivable			15,017			—
Prepaid expenses and other current assets			17,432			16,393
Total current assets			161,296			160,913
Property and equipment, net			84,866			83,346
Right-of-use assets			171,620			167,695
Intangible assets, net			1,186			1,396
Trade name			309,100			309,100
Goodwill			209,421			209,421
Other noncurrent assets			7,201			5,996
Total assets		$	944,690		$	937,867
Liabilities and Stockholders’ Equity
Accounts payable		$	3,025		$	7,656
Accrued expenses and other current liabilities			67,587			66,828
Current lease liabilities			16,777			16,670
Current portion of long-term debt			8,250			8,250
Deferred revenue			6,796			6,740
Total current liabilities			102,435			106,144
Long-term debt, net of current portion			145,895			147,724
Noncurrent lease liabilities			171,026			166,837
Deferred income tax liabilities			64,072			68,072
Deferred revenue, net of current portion			3,360			3,064
Other noncurrent liabilities			5,322			5,229
Total liabilities			492,110			497,070
Stockholders’ equity
Common stock			4			4
Additional paid-in capital			382,388			358,275
Retained earnings			70,345			82,493
Accumulated other comprehensive (loss) income			(157)			25
Total stockholders’ equity			452,580			440,797
Total liabilities and stockholders’ equity		$	944,690		$	937,867

The accompanying notes are an integral part of these consolidated financial statements.

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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
13 Weeks Ended March 28, 2026 and March 29, 2025

(in thousands except share and per share data)	March 28, 2026			March 29, 2025
Net revenue		$	112,300		$	86,091
Cost of goods sold			33,303			34,213
Gross profit			78,997			51,878
Operating expenses
Marketing expenses			9,453			8,542
Selling, general and administrative expenses			82,384			47,243
Total operating expenses			91,837			55,785
Loss from operations			(12,840)			(3,907)
Other (expense) income
Interest expense			(3,271)			(4,152)
Interest income			313			655
Other expense, net			(255)			(73)
Total other expense			(3,213)			(3,570)
Loss before income taxes			(16,053)			(7,477)
Income tax benefit			(3,905)			(1,926)
Net loss			(12,148)			(5,551)
Other comprehensive gain (loss), net of tax
Foreign currency translation (loss) gain, net of tax			(182)			141
Other comprehensive (loss) gain, net of tax		$	(12,330)		$	(5,410)
Loss per share
Basic			(34.82)			(15.91)
Diluted			(34.82)			(15.91)
Weighted-average shares used in per share calculation
Basic			348,901			348,875
Diluted			348,901			348,875

The accompanying notes are an integral part of these consolidated financial statements.

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Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
13 Weeks Ended March 28, 2026 and March 29, 2025

	Common Stock					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Stockholders’ Equity
(in thousands, except share data)	Shares		Amount			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Stockholders’ Equity
Balances at December 28, 2024		348,875		$	4		$	357,180		$	69,855		$	(434)		$	426,605
Stock-based compensation expense		—			—			309			—			—			309
Net loss		—			—			—			(5,551)			—			(5,551)
Foreign currency translation adjustment		—			—			—			—			141			141
Balances at March 29, 2025		348,875			4			357,489			64,304			(293)			421,504

	Common Stock					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Stockholders’ Equity
(in thousands, except share data)	Shares		Amount			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Stockholders’ Equity
Balances at December 27, 2025		348,875			4			358,275			82,493			25			440,797
Issuance of common stock from exercise of stock options		39			—			42			—			—			42
Stock-based compensation expense		—			—			24,071			—			—			24,071
Net loss		—			—			—			(12,148)			—			(12,148)
Foreign currency translation adjustment		—			—			—			—			(182)			(182)
Balances at March 28, 2026		348,914		$	4		$	382,388		$	70,345		$	(157)		$	452,580

The accompanying notes are an integral part of these consolidated financial statements.

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Condensed Consolidated Statements of Cash Flows (Unaudited)
13 Weeks Ended March 28, 2026 and March 29, 2025

(in thousands)	March 28, 2026			March 29, 2025
Cash flows from operating activities
Net loss		$	(12,148)		$	(5,551)
Adjustments to reconcile net income to net loss used in operating activities
Depreciation of property and equipment			3,953			2,652
Change in operating lease right-of-use assets			5,169			4,268
Amortization of definite-lived intangibles assets			209			209
Amortization of debt issuance costs			274			283
Deferred income taxes			(3,998)			(1,779)
Stock-based compensation expense			24,071			309
Increase ( decrease) in cash due to changes in assets and liabilities
Accounts receivable and IEEPA tariff receivable			(13,462)			(6,097)
Inventories			(10,147)			(6,411)
Income tax receivable			—			—
Prepaid expenses and other current assets			(1,319)			(1,551)
Other noncurrent assets			(1,262)			(1,468)
Accounts payable			(5,192)			(1,906)
Accrued expenses and other current liabilities			788			(1,221)
Operating lease liabilities			(4,587)			(5,506)
Deferred revenue			361			183
Other noncurrent liabilities			93			57
Net cash used in operating activities			(17,197)			(23,529)
Cash flows from investing activities
Purchases of property and equipment			(4,821)			(7,149)
Net cash used in investing activities			(4,821)			(7,149)
Cash flows from financing activities
Proceeds from exercise of stock options			42			—
Repayments on term loan			(2,063)			(971)
Net cash used in financing activities			(2,021)			(971)
Effect of exchange rates on cash and cash equivalents			(217)			159
Net decrease in cash and cash equivalents			(24,256)			(31,490)
Cash and cash equivalents
Beginning of the periods			65,473			87,678
End of the periods		$	41,217		$	56,188
Supplemental cash flow information
Cash paid during the year for Income taxes, net of refunds		$	1,593		$	2,812
Interest			3,241			3,611
Noncash financing and investing activities Purchase of property and equipment included in accounts payable			1,426			1,014
Operating lease right-of-use assets obtained in exchange for operating lease liabilities			9,044			12,166

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Organization and Nature of Business

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated interim financial statements of the Company have been prepared in accordance with US GAAP for interim reporting (ASC 270) and in accordance with Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (U.S. GAAP), can be condensed or omitted. These financial statements have been prepared on the same basis as our annual audited financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of our financial information. The financial information as of December 27, 2025, is derived from the Company’s audited consolidated financial statements and related notes for the fiscal year ended December 27, 2025. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 26, 2026, or for any other interim period or for any other future year. All intercompany balances and transactions are eliminated in consolidation.

These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements as of December 27, 2025.

Fiscal Year End

The Company operates on a 52/53-week fiscal year convention whereby its fiscal year ends on the Saturday nearest to December 31 of each year. Each fiscal quarter consists of 13 weeks, except for fiscal years with 53 weeks. Fiscal 2026 will end on December 26, 2026 and will be a 52-week year. Fiscal 2025 was a 52-week year and ended on December 27, 2025.

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management relate to variable consideration for net sales provided to customers, including the sales return liability, allowances for excess and obsolete inventories; fair value of stock-based compensation; the recoverability of goodwill, the trade name, and long-lived assets; determination of incremental borrowing rate for leases; and determination of valuation allowance on deferred tax assets. Actual results could differ from these estimates.

Accounts Receivable, Net

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Notes to Condensed Consolidated Financial Statements (Unaudited)

credit losses and are generally settled in 30 days or less. The allowance for expected credit losses is based on forecasts of future economic conditions, as well as information about past events and current conditions under the accounts receivable aging method. The Company has elected the practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

IEEPA Tariff Receivable

During the 13 weeks ended March 28, 2026, the Company established a legal right to a refund of customs duties previously paid under the International Emergency Economic Powers Act (“IEEPA”). The refund represents a statutory recovery from a regulatory authority and is recognized within IEEPA tariff receivable in the condensed consolidated balance sheets. The Company recognizes these statutory refunds when there is a valid legal refund claim against the government. The receivable is carried at net realizable value, with the corresponding credit recognized as a reduction of inventory, and as a reduction of cost of goods sold in the condensed consolidated statements of operations and comprehensive loss. As of March 28, 2026, the Company believes the balance is fully collectible and no allowance for credit losses has been recorded.

Revenue Recognition

Revenue is recognized as the net amount estimated to be received after deducting estimated or known amounts for sales returns and chargebacks. Sales returns and chargebacks are estimated using the expected value method based primarily on historical rates. Estimates are reviewed regularly until product returns are realized and the result of any such adjustments are known. As of March 28, 2026 and December 27, 2025, the amount of reserves for sales returns included in the accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets were $11.6 million and $12.7 million, respectively.

Gift card breakage is recognized in proportion, and over the same period, as actual gift card redemptions. Gift card breakage is included in net revenues in the condensed consolidated statements of operations and comprehensive loss. The balance of deferred revenue as of March 28, 2026 and December 27, 2025 was $10.2 million and $9.8 million, respectively, and $9.8 million and $8.4 million as of December 27, 2025 and December 28, 2024, respectively. The Company recognized $3.3 million and $4.0 million as revenue for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively, from amounts recorded as deferred revenue at the beginning of the periods.

Recently Issued Accounting Pronouncements

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Notes to Condensed Consolidated Financial Statements (Unaudited)

and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is expected to result in additional disclosures and the Company is currently evaluating the effect this standard will have on the condensed consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. Under this guidance, capitalization for internal-use software costs begins when management has authorized and committed to funding the project and it is probable the project will be completed, and the software will be used to perform the intended function. ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted on a retrospective, modified, or prospective basis. The Company is currently evaluating the potential impact of this guidance and the timing of adoption.

3. Inventories

Inventories consist of the following:

	As of
(in thousands)	March 28, 2026			December 27, 2025
Raw materials		$	14,104		$	11,309
Work-in-process			4,522			1,838
Finished goods			52,184			47,493
		$	70,810		$	60,640

As of March 28, 2026 and December 27, 2025, the Company had inventory reserves in the amount of $15.4 million and $14.5 million, respectively.

4. Property and Equipment, Net

Property and equipment consist of the following:

	As of
(in thousands)	March 28, 2026			December 27, 2025
Leasehold improvements		$	73,151		$	71,178
Computer equipment and software			28,275			27,328
Furniture, fixtures and office equipment			16,161			15,684
Machinery and equipment			1,412			1,380
Construction in progress			5,814			3,815
			124,813			119,385
Accumulated depreciation and amortization			(39,947)			(36,039)
		$	84,866		$	83,346

For the 13 weeks ended March 28, 2026 and March 29, 2025, depreciation and amortization expense amounted to $4.0 million and $2.7 million, respectively. Depreciation and amortization expense of property and equipment are primarily recognized within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

5. Goodwill, Trade Name and Intangible Assets, Net

Goodwill, trade name and intangible assets consist of the following:

	As of March 28, 2026
(in thousands)	Useful Life (Years)	Gross			Accumulated Amortization			Net Carrying Amount
Trade name	Indefinite		$	309,100		$	—		$	309,100
Goodwill	Indefinite			209,421			—			209,421
E-commerce and retail customer relationships	8			6,700			5,514			1,186
			$	525,221		$	5,514		$	519,707

	As of December 27, 2025
(in thousands)	Useful Life (Years)	Gross			Accumulated Amortization			Net Carrying Amount
Trade name	Indefinite		$	309,100		$	—		$	309,100
Goodwill	Indefinite			209,421			—			209,421
E-commerce and retail customer relationships	8			6,700			5,304			1,396
			$	525,221		$	5,304		$	519,917

6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	As of
(in thousands)	March 28, 2026			December 27, 2025
Salaries, wages and employee benefits		$	15,071		$	14,696
Sales returns and allowances			11,576			12,701
Professional fees			7,374			8,555
Inventory purchases			11,797			8,029
Freight out			4,985			6,394
General and administrative			6,354			4,360
Sales tax payable			1,660			3,704
Marketing			4,123			3,453
Interest			2,962			3,206
Other accruals			1,685			1,730
		$	67,587		$	66,828

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

7. Long-Term Debt

On May 2, 2024, LYMI Inc., a wholly owned subsidiary of Reformation Inc., entered into a financing agreement with JPMorgan Chase Bank, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada, to secure a five-year term loan of $165.0 million (“Term Loan”) and a revolving line of credit (“Revolver”) with a maximum borrowing capacity of $30.0 million (together, the Credit Facility). Proceeds from the Term Loan were used to fund the Company’s share repurchase on May 2, 2024. The Credit Facility matures in May 2029 and may be subject to accelerated repayment upon various customary events of default as well as a change of control event as defined in the credit agreement. As of March 28, 2026 and December 27, 2025, the Company had $156.8 million and $158.8 million outstanding under its Term Loan, respectively, and no borrowings under its Revolver.

The Credit Facility includes a $10.0 million sub-limit on letters of credit. Outstanding letters of credit reduce the amount available to borrow on the Revolver. As of March 28, 2026 and December 27, 2025, the available credit under the Revolver was $26.4 million and $26.4 million, respectively, reflecting the available limit of $30.0 million less outstanding letters of credit of $3.6 million and $3.6 million, respectively. Loan amounts under the Revolver may be borrowed, repaid and re-borrowed during the term. The unused portion of the Revolver bears a commitment fee of 0.50%.

The following summarizes the Company’s outstanding long-term debt:

	As of
(in thousands)	March 28, 2026			December 27, 2025
Term loans, gross		$	156,750		$	158,813
Less: Unamortized debt issuance costs			(2,605)			(2,839)
Total long-term debt			154,145			155,974
Less: Current potion of long-term debt			(8,250)			(8,250)
Long-term debt, net of current portion		$	145,895		$	147,724

The Term Loan may be prepaid in whole or in part prior to the maturity date and is subject to certain lender fees if converted, assigned, or paid on a day other than the end of the interest period.

The Term Loan requires quarterly principal payments with a balloon payment upon maturity. Scheduled principal payments for future fiscal years are as follows:

(in thousands)
Fiscal year
Remainder of 2026	$	6,188
2027		9,281
2028		13,406
2029		127,875
Total term loan – principal payments	$	156,750

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

investments, make certain restricted payments, and enter into transactions with affiliates, in each case subject to customary exceptions. The Credit Facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.15 to 1.00 as of the last day of each fiscal quarter of the Company through March 31, 2025 and 1.25 to 1.00 for each fiscal quarter thereafter. The Credit Facility also requires that the Company maintain a maximum leverage ratio of 3.50 times Consolidated Adjusted Earnings Before Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”) (as defined in the financing agreement) as of the last day of any fiscal quarter of the Company. As of March 28, 2026 and December 27, 2025, the Company was in compliance with all financial covenants contained in the Credit Facility.

8. Net Revenues

A summary of disaggregated net revenues is as follows:

	13 Weeks Ended
(in thousands)	March 28, 2026			March 29, 2025
Direct-to-consumer (DTC)		$	98,425		$	74,696
Wholesale and other			13,875			11,395
Net revenues		$	112,300		$	86,091

Direct-to-consumer represents net revenues from e-commerce through the Company’s online sale platform and net revenues from retail through direct product sales made from stores located in the U.S., Canada, and the United Kingdom. Wholesale and other net revenues consist of sales made to third-party retailers such as department stores and online retailers, sales to distributors, and other miscellaneous revenues such as sample sales.

9. Income Taxes

The Company accounts for income taxes in interim periods using an income statement approach in accordance with ASC 740-270. Under this approach, the interim income tax provision is determined by estimating the annual effective tax rate expected to be applicable for the full fiscal year and applying that rate to year to date ordinary income (or loss).

For the 13 weeks ended March 28, 2026 and March 29, 2025, the Company’s effective tax rate of 24.33% and 25.75% differs from the U.S. federal statutory rate of 21% primarily related to state and local income taxes.

Based on the weight of all available evidence, including the expected reversal of existing taxable temporary differences and current operating income, the Company determined that its net deferred tax assets are realizable on a more likely than not basis. There was no change in the Company’s valuation allowance as of March 28, 2026 and December 27, 2025.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

U.S. income tax. The amount of temporary differences related to undistributed earnings and other outside temporary differences upon which U.S. income taxes have not been provided is immaterial to these condensed consolidated financial statements.

10. Stock-Based Compensation

In 2019, the Company established the 2019 stock option plan (the “SBC Plan”) to allow the Company to issue nonqualified stock options (“NQSO”) to eligible participants.

The SBC Plan is administered by the Compensation Committee of the Company’s Board of Directors, which determines the terms of the options granted, including exercise price, number of options granted, and vesting period of such options. Under the SBC Plan, the exercise price of options may not be less than the fair market value of the Company’s common stock at the date of grant. Options have a term of no more than ten years from the date of grant and are generally cancelled 90 days after termination of employment or other service.

As of March 28, 2026, there were 47,528 shares reserved for issuance under the SBC Plan, of which options to purchase 41,471 were outstanding and 6,058 remained available for issuance.

Time-Based Options

The absence of a public market for the Company’s common shares requires the Board to estimate the fair value of a common share for the purposes of granting options and for determining share-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies. The Company utilized the Probability-Weighted Expected Return Method to determine the Company’s fair value and price per common share for the current periods presented.

The Company uses the Black-Scholes option-pricing model to estimate the grant date fair value of time-based options, subject to a discount for lack of marketability.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Option activity under the SBC Plan for time-based option grants is as follows:

	Time-Based Options
	Number of Options		Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 27, 2025		20,938		$	1,030.15		5.2		$	24,660
Options exercised		(39)			1,083.00
Options forfeited or expired		—			—
Options modified		20,571			1,031.56
Outstanding at March 28, 2026		41,469		$	1,030.80		4.9		$	38,141
Exercisable at March 28, 2026		38,811		$	1,013.94		4.7		$	36,315
Vested at March 28, 2026		38,811		$	1,013.94		4.7		$	36,315

On March 27, 2026, the Company’s Board modified the terms of all outstanding performance-based options, which were previously deemed improbable of vesting, such that they are no longer subject to any market and implied performance-based vesting conditions. Instead, the options are subject only to time-based vesting conditions and have the same vesting and other key terms as the time-based options granted to the applicable participant at the same time and under the same option agreement as the applicable performance-based options.

As a result of the modification, all outstanding performance-based options were effectively converted into time-based options, of which a substantial portion was vested at the modification date. The aggregate fair value of modified awards was $25.3 million at the modification date. The fair value was determined using the following Black Scholes weighted average assumptions:

	13 Weeks Ended
	March 28, 2026		March 29, 2025
Valuation assumptions
Expected term (years)		0.9		0.7
Expected volatility		45%		40%
Risk-free interest rate		3.76%		4.23%
Dividend yield		0%		0%

Expected Term

The expected term considers various factors such as the vesting term, the contractual term, and the expected timing of a Change in Control.

Expected Volatility

Expected volatility for options granted during the 13 weeks ended March 28, 2026 and March 29, 2025 is based on the average historical volatility and implied volatility of similar entities with publicly traded shares.

Risk-Free Interest Rate

The risk-free interest rate used in the Black-Scholes option-pricing model is based on the implied yield currently available for U.S. Treasury securities at maturity with an equivalent term.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Dividend Yield

The Company did not declare or pay any dividends during the 13 weeks ended March 28, 2026 and March 29, 2025, and does not currently expect to do so in the future.

Compensation cost is recognized for the fair value of the modified awards beginning on the modification date over the employee’s requisite service period of the modified award, subject to minimum recognition of at least the amount of compensation expense that is legally vested. During the 13 weeks ended March 28, 2026, the Company recognized incremental compensation expense of $23.8 million in connection with the option modification.

For the 13 weeks ended March 28, 2026 and March 29, 2025, stock-based compensation expense amounted to $24.1 million and $0.3 million, respectively. Stock-based compensation expense was recognized almost entirely in selling, general and administrative expense except for an immaterial amount recorded in cost of goods sold. As of March 28, 2026, total unrecognized compensation cost for all time-based options was $2.3 million and is expected to be recognized over a weighted-average period of 0.8 years.

Performance-Based Options

The Company’s performance-based options were originally set to vest when the Company’s controlling shareholder achieves a multiple of invested capital ranging from 175% to 250% of invested capital, based on cash proceeds received by the investor. At the grant date, the awards had a service condition, a market condition (the “multiple of invested capital” or “MOIC”) and an implied performance condition because the market condition was not deemed to be achievable without the occurrence of a Change in Control or an IPO. No compensation cost was recognized to date for the performance-based options as the implied performance condition was not considered probable. As discussed further above, on March 27, 2026, the Company’s Board removed the market condition on all outstanding performance-based options and effectively converted them to time-based options. The modification resulted in incremental compensation expense of $23.8 million during the 13 weeks ended March 28, 2026.

Option activity under the SBC Plan for performance-based option grants is as follows:

	Performance-Based Options
	Number of Options		Weighted- Average Exercise Price			Weighted- Average Grant Date Fair Value Per Option
Outstanding at December 27, 2025		20,571		$	1,031.56		$	411.93
Options modified		(20,571)			1,031.56
Outstanding at March 28, 2026		—		$	—		$	—

Restricted Stock Units

During the period ended March 28, 2026, the Company’s Board of Directors granted restricted stock unit awards (“RSUs”) to certain employees outside of the SBC Plan.

The awards contain both a service condition and a performance-based condition. Under the service condition, the awards vest over a period of 3 or 4 years. The performance condition accelerates vesting at a Change in Control and the awards would be forfeited if no Change in Control or IPO event occurs within 7 years of the grant date. No expense has been recognized for the 13 weeks ended March 28, 2026 and March 29, 2025, as the performance condition is not deemed probable.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes the activities for unvested RSUs:

	Restricted Stock Units
	Number of Shares		Weighted- Average Grant Date Fair Value per Share
Unvested at December 27, 2025		544		$	2,208.00
Granted		1,992		$	1,949.10
Unvested at March 28, 2026		2,536		$	2,004.64

As of March 28, 2026, there was $5.1 million of unrecognized compensation cost related to unvested RSUs.

11. Loss Per Share

The following table sets forth the computation of basic and diluted (loss) earnings per share for the periods indicated:

	March 28, 2026			March 29, 2025
Net loss available to common stockholders		$	(12,148)		$	(5,551)
Weighted average shares outstanding – basic			348,901			348,875
Dilutive effect of stock options			—			—
Weighted average shares outstanding – diluted			348,901			348,875
Basic loss per share		$	(34.82)		$	(15.91)
Diluted loss per share		$	(34.82)		$	(15.91)
Time-based shares excluded from the computation of diluted loss per share			9,882			10,307

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share by dividing net loss available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period.

The effect of the potential common shares from the exercise of the Company’s time-based stock options are included in diluted loss per share under the treasury stock method as their effect is dilutive. The contingently issuable common shares from performance-based stock options are excluded in diluted loss per share because, as of March 28, 2026 and December 27, 2025, the Company determined that the performance and market conditions have not yet been satisfied.

The following shares have been excluded from the computation of diluted loss per share as their inclusion would have an anti-dilutive effect on loss per share, or in the case of contingently issuable performance shares, conditions have not been satisfied:

•

For the 13 weeks ended March 28, 2026 and March 29, 2025, the weighted-average outstanding time-based stock options to purchase 9,882 and 10,307, respectively.

•

As of March 29, 2025 and December 27, 2025, the effect of 21,341 and 20,571 of contingently issuable performance-based shares, respectively.

•

As of March 28, 2026 and December 27, 2025, the effect of 2,536 and 544 of contingently issuable performance-based RSUs, respectively.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

In March 2026, the Company converted all of its outstanding performance-based options into time-based options.

12. Stockholders’ Equity

The Company’s Board of Directors has authorized one class of shares, common stock. As of March 28, 2026, the Company is authorized to issue 750,000 shares of common stock and has 348,914 shares issued and outstanding. As of March 29, 2025, the Company is authorized to issue 750,000 shares of common stock and has 348,875 shares issued and outstanding.

13. Leases

The Company may from time to time enter into short-term leases for office or store lease arrangements for transitional or test capacity. Any such leases under twelve months are not included in the operating lease right-of-use assets and operating lease liabilities on the condensed consolidated balance sheets, and rent expense is recorded on a straight-line basis over the term of the lease.

The following table presents the Company’s total lease cost:

	13 Weeks Ended
(in thousands)	March 28, 2026			March 29, 2025
Operating lease expense		$	7,876		$	6,505
Variable lease expense			1,166			931
Total lease expense		$	9,042		$	7,436

The following table presents information about operating leases recognized in the condensed consolidated financial statements:

	As of
(in thousands)	March 28, 2026			December 27, 2025
Operating leases
Operating lease right-of-use assets		$	171,620		$	167,695
Current portion of operating lease liabilities		$	16,777		$	16,670
Operating lease liabilities, net of current portion			171,026			166,837
Total operating lease liabilities		$	187,803		$	183,507

Other information related to leases are as follows:

As of

March 28,
2026

December 27,
2025

Weighted average remaining lease term (in years)

Operating leases

9.3

9.4

Weighted average discount rate

Operating leases

4.9%

4.8%

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Future minimum lease payments for operating leases are as follows:

	Operating Lease Liability
Fiscal year
Remainder of 2026		$	18,880
2027			29,074
2028			28,089
2029			25,758
2030			22,821
2031			21,093
Thereafter			95,947
Total undiscounted lease payments			241,662
Less: Imputed interest			(53,859)
Present value of future minimum lease payments		$	187,803

14. Commitments and Contingencies

Legal Matters

The Company is from time to time involved in various claims and legal actions arising in the ordinary course of business, including proceedings involving workers’ compensation and other employee claims, unfair business practices, tort, and other general liability claims. While the Company cannot predict with certainty the results of these claims and legal actions in which it is currently or in the future may be involved, the Company does not expect that the ultimate disposition of any currently pending claims or actions will have a material adverse effect on the Company’s condensed consolidated balance sheets, statements of operations and comprehensive loss, or liquidity.

15. Employee Benefit Plan

In 2019, the Company established The LYMI Inc. 401(k) Profit Sharing Plan and Trust (the “Plan”) of LYMI Inc. Employees who have worked for the Company for 13 consecutive weeks and meet certain eligibility restrictions may participate in the Plan and may defer up to 92% of their salaries up to the maximum amount allowed by law of their eligible compensation to the Plan. The Company’s matching contribution is based on a percentage formula set forth in the Plan agreement. For the 13 weeks ended March 28, 2026 and March 29, 2025, Company contributions to the Plan were $0.5 million and $0.4 million, respectively. Contributions to the employee benefit plan are primarily recognized within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

16. Segment Information

The Company’s operations are conducted as one operating segment and one reportable segment via revenue derived from the sale of individual products sold to customers through various channels. Segment information has been determined based on how the Company’s chief operating decision maker (“CODM”) manages its business, makes operating decisions, and evaluates operating performance. The Company’s CODM is its Chief Executive Officer. The Company’s assets are managed centrally and are reported internally in the same manner as the condensed consolidated financial statements, and thus, no additional information is disclosed herein. While the CODM evaluates operating performance based on both consolidated net income and Adjusted EBITDA, the primary measure of profit and loss evaluated by the CODM for its single reportable segment is consolidated net income.

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The CODM is also regularly provided disaggregated expense information, as shown below:

	13 Weeks Ended
(in thousands)	March 28, 2026			March 29, 2025
Revenue		$	112,300		$	86,091
Less:
Cost of goods sold(a)			32,974			34,180
Selling expenses(a)			17,816			11,535
Marketing expenses(a)			9,453			8,542
Employee compensation(b)			20,125			17,570
Occupancy expenses			9,202			8,295
Other segment expenses(c)			7,616			6,706
Depreciation of property and equipment			3,863			2,652
Amortization of definite-lived intangible assets			210			209
Stock-based compensation expense			24,071			309
Interest expense			3,271			4,152
Income tax benefit			(3,905)			(1,926)
Plus:
Interest income			313			655
Other segment items			(65)			(73)
Segment net loss		$	(12,148)		$	(5,551)

(a)

Amounts are exclusive of depreciation and amortization expense as well as certain employee compensation and occupancy expenses.

(b)

Amount is exclusive of stock-based compensation expense.

(c)

Other segment expenses primarily include technology costs, professional fees, and other general and administrative expenses.

17. Geographic Information

The Company operated in the United States and internationally for the 13 weeks ended March 28, 2026 and March 29, 2025. Net revenues from retail stores are attributed to the geographic area in which the store is located, while net revenues from e-commerce and wholesale are attributed based on the customer’s shipping destination.

The following table lists net revenues by geographic area:

	13 Weeks Ended
(in thousands)	March 28, 2026			March 29, 2025
United States		$	92,436		$	72,909
Rest of the world			19,864			13,182
Total net revenues		$	112,300		$	86,091

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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table lists long-lived assets by foreign geographic area:

	As of
(in thousands)	March 28, 2026			December 27, 2025
United States		$	76,826		$	75,971
Rest of the world			8,040			7,375
Total property and equipment, net		$	84,866		$	83,346

The following table lists right-of-use assets by foreign geographic area:

	As of
(in thousands)	March 28, 2026			December 27, 2025
United States		$	154,999		$	150,316
Rest of the world			16,621			17,379
Total right-of-use assets		$	171,620		$	167,695

18. Subsequent Events

Management evaluated all subsequent events through June 9, 2026, the date the condensed consolidated financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

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Common Stock

PRELIMINARY PROSPECTUS

J.P. Morgan

Morgan Stanley

Citigroup

RBC Capital Markets

	Guggenheim Securities			Baird			William Blair			BTIG
	Telsey Advisory Group

, 2026

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by the Registrant expected to be incurred in connection with the issuance and distribution of the common stock being registered hereby (other than the underwriting discounts and commissions). All of such expenses are estimates, except for the SEC registration fee, the Financial Industry Regulatory Authority Inc. (“FINRA”) filing fee and the stock exchange listing fee.

	Amount Paid or to Be Paid
SEC registration fee		$	*
FINRA filing fee			*
Exchange listing fee			*
Printing and engraving expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Transfer agent and registrar fees and expenses			*
Miscellaneous expenses			*
Total		$	*

To be provided by amendment.

Item 14. Indemnification of Directors and Officers

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

The Registrant’s amended and restated certificate of incorporation will provide that its directors and officers will not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation is not permitted under the DGCL, as may be amended, or for liability:

•

for any breach of the director’s or officer’s duty of loyalty to the Registrant or its stockholders;

•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

in the case of a director, pursuant to Section 174 of the DGCL;

•

for any transaction from which the director derived an improper personal benefit; or

•

in the case of an officer, in any action by or in the right of the Registrant.

The Registrant’s amended and restated bylaws will provide that the Registrant must indemnify its directors and officers to the fullest extent permitted by law. The Registrant will also be expressly authorized to advance certain expenses (including attorneys’ fees) to its directors and officers and carry directors’ and officers’ insurance providing for indemnification of its directors and officers for some liabilities.

Prior to the completion of this offering, the Registrant will enter into indemnification agreements with each of its directors and officers that will provide for, among other things, indemnification to the fullest extent permitted by law against any and all expenses, judgments, fines, penalties, and amounts paid in settlement

II-1

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(with the Registrant’s consent) of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative. The indemnification agreements will also provide for the advancement or payment of all expenses to the Registrant’s directors and officers and for reimbursement of such advanced expenses to the Registrant if it is found that such director or officer is not entitled to such indemnification under applicable law.

The Registrant will obtain a general liability insurance policy that covers certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Registrant, its directors, its officers, or persons who control the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The underwriting agreement, to be filed as Exhibit 1.1 to this registration statement, will provide for indemnification, under certain circumstances, by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.

Item 15. Recent Sales of Unregistered Securities

Within the past three years, the Registrant has issued the following securities of the Registrant which were not registered under the Securities Act:

•

Since , 2023, the Registrant has granted to its employees and others options to purchase an aggregate of shares of common stock under its equity incentive plans at a weighted average price of $ per share.

•

Since , 2023, the Registrant has issued and sold to its employees and others an aggregate of shares of common stock in connection with the exercise of options granted under its equity incentive plans at a weighted average exercise price of $ per share.

•

Since , 2023, the Registrant has granted to its employees and others restricted stock units representing an aggregate of shares of common stock under its equity incentive plans.

The foregoing transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering. The Registrant believes that each of these transactions was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2), Regulation D, Regulation S or Rule 701 of the Securities Act or as transactions not involving the sale of securities.

Item 16. Exhibits and Financial Statement Schedules

(a)

Exhibits

	Exhibit No.			Exhibit Description
	1.1*			Form of Underwriting Agreement
	3.1			Certificate of Incorporation of Reformation Inc. (formerly known as REF Topco, Inc.), as amended to date and as currently in effect
	3.2*			Form of Amended and Restated Certificate of Incorporation of Reformation Inc., to be effective upon consummation of this offering
	3.3			Amended and Restated Bylaws of Reformation Inc., as currently in effect
	3.4*			Form of Amended and Restated Bylaws of Reformation Inc., to be effective upon consummation of this offering
	4.1*			Form of Common Stock Certificate
	5.1*			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
	10.1*			Form of Registration Rights Agreement

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	Exhibit No.			Exhibit Description
	10.2*			Form of Stockholders’ Agreement
	10.3†			Amended and Restated Reformation Inc. 2019 Stock Option Plan
	10.4†*			Form of Reformation Inc. Nonqualified Stock Option Agreement
	10.5†*			Form of Reformation Inc. Restricted Stock Unit Agreement
	10.6†*			Form of 2026 Omnibus Incentive Plan
	10.7†*			Form of Employee Stock Purchase Plan
	10.8†*			Change in Control and Severance Policy
	10.9*			Form of Indemnification Agreement
	10.10†*			Form of Employment Letter Agreement between Reformation Inc. and each of its executive officers
	10.11#			Credit and Guaranty Agreement, dated as of May 2, 2024, among LYMI Inc., Ref Holdings, Inc. and the subsidiaries of LYMI Inc. from time to time party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent
	10.12#			Amendment No. 1 to Credit and Guaranty Agreement, dated as of June 17, 2026, among LYMI Inc., Ref Holdings, Inc. and the subsidiaries of LYMI Inc. from time to time party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent
	10.13#			Warehouse Lease Agreement, dated as of June 7, 2024, by and between LYMI Inc. and 5801 Second Street, LLC
	10.14#			Logistics Service Agreement, dated as of January 31, 2023, by and between LYMI Inc. and CEVA Logistics Netherlands B.V.
	21.1			List of Subsidiaries
	23.1			Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
	23.2*			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
	24.1			Power of Attorney (included on the signature page to this registration statement)
	107			Filing Fee Table

To be filed by amendment.

†

indicates management contract or compensatory plan

Certain schedules and/or exhibits have been omitted from this Registration Statement pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon its request.

(b)

Financial Statement Schedules

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings

The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in

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the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon, State of California on June 25, 2026.

Reformation Inc.

By:

/s/ Hali Borenstein

Name: Hali Borenstein

Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Hali Borenstein and Joshua Moore, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, and full power to act without the other, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hali Borenstein Hali Borenstein	Chief Executive Officer, President and Director (Principal Executive Officer)	June 25, 2026
/s/ Joshua Moore Joshua Moore	Chief Financial Officer (Principal Financial and Accounting Officer)	June 25, 2026
/s/ Yael Aflalo Yael Aflalo	Director	June 25, 2026
/s/ Zipporah Allen Zipporah Allen	Director	June 25, 2026
/s/ John Coyle John Coyle	Director	June 25, 2026
/s/ Shreya Kadaba Shreya Kadaba	Director	June 25, 2026
/s/ Brigitte Kleine Brigitte Kleine	Director	June 25, 2026
/s/ Steven Miller Steven Miller	Director	June 25, 2026

Exhibit 10.11

Execution Version

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH INFORMATION HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

CREDIT AND GUARANTY AGREEMENT

dated as of May 2, 2024

among

LYMI INC.,
as the Borrower,

REF HOLDINGS, INC.,
as Holdings,

THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO,

THE FINANCIAL INSTITUTIONS PARTY HERETO,
as the Lenders,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent,

JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC. and ROYAL BANK OF CANADA,
Lead Arrangers and Lead Bookrunners

TABLE OF CONTENTS

		Page

	Article 1

	DEFINITIONS

Section 1.01	Defined Terms	1
Section 1.02	Classification of Loans and Borrowings	60
Section 1.03	Terms Generally	60
Section 1.04	Effectuation of Transactions	60
Section 1.05	Accounting Terms; GAAP; Currency	61
Section 1.06	Timing of Payment of Performance	62
Section 1.07	Pro Forma Calculations	62
Section 1.08	Determination of Compliance with Certain Covenants; Amounts	64
Section 1.09	Divisions	65
Section 1.10	Rates	65
Section 1.11	Exchange Rates, Currency Equivalents	66

	Article 2

	THE CREDITS

Section 2.01	Term Loan Commitments	66
Section 2.02	Term Loans and Borrowings	66
Section 2.03	Request for Term Loan Borrowings	67
Section 2.04	Revolving Commitments	69
Section 2.05	Revolving Loans and Borrowings	69
Section 2.06	Request for Revolving Borrowings	70
Section 2.07	Swing Line Loans	72
Section 2.08	Letters of Credit	75
Section 2.09	Type; Interest Elections	82
Section 2.10	Termination or Reduction of Commitments	83
Section 2.11	Repayment of Loans; Evidence of Debt	84
Section 2.12	Optional Prepayment of Loans	85
Section 2.13	Mandatory Prepayments	85
Section 2.14	Fees	89
Section 2.15	Interest	90
Section 2.16	Benchmark Replacement Setting	91
Section 2.17	Increased Costs	93
Section 2.18	Break Funding Payments	94
Section 2.19	Taxes	94
Section 2.20	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	97
Section 2.21	Mitigation Obligations; Replacement of Lenders	99

Section 2.22	Illegality	100
Section 2.23	Incremental Commitments	100
Section 2.24	Refinancing Amendments	103
Section 2.25	Extensions of Loans	105
Section 2.26	Defaulting Lenders	107

	Article 3

	REPRESENTATIONS AND WARRANTIES

Section 3.01	Organization; Powers	111
Section 3.02	Authorization; Enforceability	111
Section 3.03	Governmental Approvals; No Conflicts	112
Section 3.04	Financial Condition; No Material Adverse Change	112
Section 3.05	Properties	113
Section 3.06	Litigation and Environmental Matters	113
Section 3.07	Compliance with Laws and Agreements; Licenses and Permits	114
Section 3.08	No Defaults	114
Section 3.09	Investment Company Status	114
Section 3.10	Taxes	114
Section 3.11	ERISA	114
Section 3.12	Disclosure; No Undisclosed Liabilities	115
Section 3.13	Solvency	115
Section 3.14	Subsidiaries	116
Section 3.15	Security Interest in Collateral	116
Section 3.16	Labor Disputes	116
Section 3.17	Federal Reserve Regulations	117
Section 3.18	Sanctioned Persons	117
Section 3.19	PATRIOT Act; Anti-Money Laundering; FCPA	117

	Article 4

	CONDITIONS

Section 4.01	Closing Date Conditions	117
Section 4.02	Conditions to Each Extension of Credit after the Closing Date	120

	Article 5

	AFFIRMATIVE COVENANTS

Section 5.01	Financial Statements and Other Reports	120
Section 5.02	Existence	124
Section 5.03	Payment of Taxes and Claims	124
Section 5.04	Maintenance of Properties	124
Section 5.05	Insurance	125
Section 5.06	Inspections	125

Section 5.07	Compliance with Laws	126
Section 5.08	Environmental	126
Section 5.09	Reserved	126
Section 5.10	Use of Proceeds	126
Section 5.11	Additional Collateral; Further Assurances	126
Section 5.12	Designation Of Unrestricted Subsidiaries	129
Section 5.13	Post-Closing Items	130

	Article 6

	NEGATIVE COVENANTS

Section 6.01	Financial Covenants	130
Section 6.02	Indebtedness	131
Section 6.03	Liens	138
Section 6.04	No Further Negative Pledges	143
Section 6.05	Restricted Payments	145
Section 6.06	Cash Payments on Junior Financing	149
Section 6.07	[Reserved]	150
Section 6.08	Investments	150
Section 6.09	Fundamental Changes; Disposition of Assets	154
Section 6.10	Transactions with Affiliates	159
Section 6.11	Conduct of Business; Fiscal Year	160
Section 6.12	Sale and Lease-Back Transactions	161
Section 6.13	Amendments or Waivers of Charter Documents	161
Section 6.14	Amendments of or Waivers with Respect to Certain Indebtedness	161
Section 6.15	Holdings	161

	Article 7

	EVENTS OF DEFAULT

Section 7.01	Events of Default	162
Section 7.02	Remedies	165

	Article 8

	THE AGENTS

Section 8.01	General	165
Section 8.02	Lender Acknowledgement	167
Section 8.03	Erroneous Payments	169
Section 8.04	Borrower Communications	171

iii

	Article 9

	MISCELLANEOUS

Section 9.01	Notices	172
Section 9.02	Waivers; Amendments	174
Section 9.03	Expenses; Indemnity; Damage Waiver	177
Section 9.04	Successors and Assigns	180
Section 9.05	Survival	187
Section 9.06	Counterparts; Integration; Effectiveness	187
Section 9.07	Severability	187
Section 9.08	Right of Setoff	188
Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process	188
Section 9.10	WAIVER OF JURY TRIAL	189
Section 9.11	Headings	189
Section 9.12	Confidentiality	189
Section 9.13	Rights under Hedge Agreements	190
Section 9.14	Several Obligations; Violation of Law	190
Section 9.15	USA PATRIOT Act	190
Section 9.16	Disclosure	191
Section 9.17	Appointment for Perfection	191
Section 9.18	Interest Rate Limitation	191
Section 9.19	Exclusive Authority	192
Section 9.20	Releases of Liens	192
Section 9.21	Conflicts	193
Section 9.22	Intercreditor Agreements	193
Section 9.23	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	193
Section 9.24	Acknowledgement Regarding Any Supported QFC	194
Section 9.25	Special Provisions Relating to Currencies Other Than Dollars	195

	Article 10

	LOAN GUARANTY

Section 10.01	Guaranty	196
Section 10.02	Guaranty of Payment	196
Section 10.03	No Discharge or Diminishment of Loan Guaranty	196
Section 10.04	Defenses Waived	197
Section 10.05	Rights of Subrogation	198
Section 10.06	Subordination of Other Obligations	198
Section 10.07	Reinstatement; Stay of Acceleration	198
Section 10.08	Information	198
Section 10.09	Maximum Liability	198
Section 10.10	Contribution	199
Section 10.11	Liability Cumulative	199
Section 10.12	Release of Loan Guarantors	200
Section 10.13	Excluded Swap Obligations	200

SCHEDULES:

Schedule 1.01	Existing Investors
Schedule 1.01A	Secured Hedging Obligations
Schedule 1.02	Existing Letters of Credit
Schedule 2.01A	Initial Term Loan Commitment Schedule
Schedule 2.01B	Initial Revolving Commitment Schedule
Schedule 3.06	Litigation
Schedule 3.14	Capitalization and Subsidiaries
Schedule 5.13	Post-Closing Matters
Schedule 6.02	Existing Indebtedness
Schedule 6.03(l)	Existing Liens
Schedule 6.04	Existing Restrictions
Schedule 6.08	Existing Investments

EXHIBITS:

Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Compliance Certificate
Exhibit C	Form of Joinder Agreement
Exhibit D	Form of Borrowing Request
Exhibit E	Form of Promissory Note
Exhibit F	Form of Interest Election Request
Exhibit G	Auction Procedures
Exhibit H	Form of Solvency Certificate
Exhibit I	Form of Issuance Notice
Exhibit J	Form of Intercompany Subordination Agreement
Exhibit K	Form of Optional Prepayment Notice
Exhibit L	Form of Tax Certificates

CREDIT AND GUARANTY AGREEMENT, dated as of May 2, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among LYMI INC., a Delaware corporation (the “Borrower”), REF HOLDINGS, INC., a Delaware corporation (“Holdings”), each other subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Section 1.01) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders hereunder.

RECITALS

The Borrower has requested that the Lenders extend credit, consisting of (i) Initial Term Loans in an aggregate principal amount equal to $165,000,000 to be made on the Closing Date and (ii) Revolving Commitments in an aggregate principal amount of $30,000,000 to be available on the Closing Date and at any time and from time to time after the Closing Date and prior to the Maturity Date. The proceeds of the Initial Term Loans are to be used (x) within 30 days of the Closing Date to finance the Closing Date Dividend and (y) on or after the Closing Date for other general corporate purposes, capital expenditures, Permitted Acquisitions and other Investments, in each case as permitted under this Agreement. The proceeds of the Revolving Commitments may be used on and after the Closing Date as set forth in Section 2.05(b).

The Lenders are willing to extend such credit to the Borrower and the other Loan Parties on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Article 1

DEFINITIONS

Section 1.01      Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ABR” means, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Act” shall have the meaning assigned to such term in Section 9.15.

“Additional Lender” shall have the meaning assigned to such term in Section 2.24(a).

“Administrative Agent” shall have the meaning assigned to such term in the preamble to this Agreement.

“Administrative Agent Fee Letter” means that certain Fee Letter, dated as the date hereof, by and between Borrower and the Administrative Agent.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened in writing against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

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

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control”, (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of (a) for purposes of Section 6.10, the power to vote 10% or more of the Capital Stock having the ordinary voting power for the election of directors of such Person or (b) for all other purposes, the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, but excluding any Person that would be an “Affiliate” solely because it is an unrelated portfolio company of the Sponsor Group.

“Affiliated Lender” means, at any time, any Lender that is Holdings, or any Subsidiary of Holdings or any of their respective Affiliates (excluding any Debt Fund Affiliates); provided that, notwithstanding the foregoing, “Affiliated Lender” shall not include any natural person.

“Agent Indemnitee” shall have the meaning set forth in Section 9.03.

“Agents” means the Administrative Agent and the Collateral Agent.

“Agreement” shall have the meaning assigned to such term in the preamble.

“AHYDO Catch-Up Payment” means any payment, including subordinated debt obligations, in each case to avoid the application of Section 163(e)(5) of the Code.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1/2 of 1.00% and (c) Term SOFR for a one month Interest Period as Published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day determined on such day plus 1.00%; provided that, for the purpose of this definition, Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or Term SOFR, as the case may be. For the avoidance of doubt, at no time shall the Alternate Base Rate be less than 1.00% per annum.

“Applicable Margin” means, for any day (a) with respect to Initial Revolving Loans (i) with respect to any Term Benchmark Revolving Loan or RFR Revolving Loan, 3.75% and (ii) with respect to any ABR Loan, 2.75%, (b) with respect to Initial Term Loans (i) with respect to any Term Benchmark Loan, 3.75%, (ii) with respect to any ABR Loan, 2.75%, (c) with respect to any Incremental Term Loan or Incremental Revolving Loan, as specified in the appropriate Incremental Assumption Agreement, (d) with respect to any Extended Loan, as specified in the applicable Extension Offer and (e) with respect to any Refinancing Term Loans or Refinancing Revolving Loans, as specified in the applicable Refinancing Amendment.

“Applicable Percentage” means, with respect to any Lender with respect to any Class or Classes of Loans or Commitments, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Commitments (or, if no Commitments are then outstanding, the Loans) of such Class or Classes of such Lender and the denominator of which is the aggregate outstanding principal amount of the Commitments (or, if no Commitments are then outstanding, the Loans) of such Class or Classes of all Lenders.

“Approved Borrower Portal” shall have the meaning assigned to such term in Section 8.04(a).

“Approved Currency” means Dollars and each Designated Foreign Currency.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Sale” means any Dispositions of property pursuant to Section 6.09(n), 6.09(t)(iii), (z) and/or (aa) that yield aggregate consideration to Holdings or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-Cash proceeds) in excess of an amount equal to [***] with respect to any single Disposition or series of related Dispositions of property; provided that Dispositions excluded as Asset Sales pursuant to the foregoing threshold shall not exceed [***] in the aggregate for any Fiscal Year.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent and the Borrower.

“Attributable Indebtedness” means, in respect of a Sale and Lease-Back Transaction, at the time of determination, the present value of the obligation of the Loan Party that acquires, leases or licenses back the right to use all or a material portion of the subject property for net rental, license or other payments during the remaining term of the lease, license or other arrangement included in such Sale and Lease-Back Transaction, including any period for which such lease, license or other arrangement has been extended or may, at the sole option of the other party (or parties) thereto, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any non-pro rata assignments of Term Loans pursuant to Section 9.04; provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor any of its Affiliates may act as the Auction Agent.

“Auction Procedures” means the auction procedures with respect to non-pro rata assignments of Term Loans pursuant to Section 9.04(f) set forth in Exhibit G hereto or such other procedures as may be reasonably acceptable to the Auction Agent.

“ASU 2016-02” shall have the meaning assigned to such term in Section 1.05(a).

“Available Amount” means, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the sum of, without duplication:

(a)            an amount equal to the greater of $30,000,000 and 50.0% Consolidated Adjusted EBITDA for the most recent Test Period for which financial statements have been made available pursuant to Section 5.01(a) or (b)), plus

(b)            50% of the cumulative amount of Consolidated Net Income since the Closing Date through and including the last day of the most recent Test Period, plus

(c)            (I) the cumulative amount of Cash and Cash Equivalent proceeds from (i) the sale of Qualified Capital Stock of Holdings or of any direct or indirect parent of Holdings after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as Qualified Capital Stock to the capital of the Borrower and (ii) the Qualified Capital Stock of Holdings or of any direct or indirect parent of Holdings issued upon conversion of Indebtedness of Holdings incurred after the Closing Date (to the extent the proceeds therefrom were contributed to the Borrower or any Restricted Subsidiary or with respect to which the Borrower or any Restricted Subsidiary provided a Guarantee), the Borrower or any Restricted Subsidiaries owed to a Person other than a Loan Party or a Restricted Subsidiary and (II) the fair market value (as determined by the board of directors of the Borrower) of assets or property received by the Borrower and/or any Restricted Subsidiaries as a contribution to its equity capital (in each case, excluding (w) issuances of Disqualified Capital Stock, (x) an Excluded Contribution, (y) any such contribution by Holdings or any of its Subsidiaries, and (z) issuances of Capital Stock applied pursuant to Section 6.05(c)(ii) or (d), Section 6.06(d) or Section 6.08(h) or (q)), plus

(d)            any Declined Proceeds, plus

(e)            100% of the aggregate amount received by the Borrower and/or any Restricted Subsidiary in Cash, Cash Equivalents and assets (valued at the fair market value thereof, as determined by the board of directors of the Borrower) from:

(i)            the sale (other than to Holdings or any such Restricted Subsidiary) of any Capital Stock of an Unrestricted Subsidiary or any minority Investments, or

(ii)            any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority Investments, or

(iii)            any interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority Investments, or

(iv)            to the extent not otherwise included in clauses (i) through (iii) above, other Investments made pursuant to Section 6.08(v),

in each case in this clause (e), (x) to the extent such Investments were originally made using the Available Amount pursuant to Section 6.08(v) and (y) limited to an amount not to exceed the original principal amount of the applicable Investment originally made using the Available Amount, plus

(f)            any amount of the Available Amount used to make Investments pursuant to Section 6.08(v) after the Closing Date and prior to such time, minus

(g)            any amount of the Available Amount used to make Restricted Payments pursuant to Section 6.05(e) after the Closing Date and prior to such time, minus

(h)            any amount of the Available Amount used to make payments or redemptions pursuant to Section 6.06(g) after the Closing Date and prior to such time.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Approved Currency, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.16(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 which 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).

“Banking Services” means, as to any Person, each and any of the following bank services provided to such Person: (a) commercial credit cards, (b) stored value cards, (c) purchasing cards, (d) treasury management services (including, without limitation, controlled disbursement, ACH or CPA transactions, return items and interstate depository network services), (e) other services in connection with the opening and management of Deposit Accounts and (f) services with the endorsement and deposit of negotiable instruments.

“Banking Services Obligations” means, as to any Person, any and all obligations of such Person, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), in connection with Banking Services.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”.

“Benchmark” means, initially, with respect to any (i) RFR Loan, SONIA or (ii) Term Benchmark Loan, the Relevant Rate for such Approved Currency; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Approved Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.16(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) 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 at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such 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 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 on the applicable Benchmark Replacement Date 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 syndicated credit facilities denominated in the applicable Approved Currency at such time.

“Benchmark Replacement Date” means, with respect to any Benchmark, the earlier 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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 or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) if such Benchmark is a term rate, 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, with respect to any Benchmark, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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, the CME Term SOFR Administrator, the central bank for the Approved Currency applicable to such Benchmark, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(c)            a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

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

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90^th) day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16.

“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.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” shall have the meaning assigned to such term in the preamble to this Agreement.

“Borrowing” means any Loans of the same Class and Type made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” means (a) with respect to a Borrowing of Term Loans, $5,000,000, (b) with respect to a Borrowing of Revolving Loans denominated in Dollars, $1,000,000 and (c) with respect to a Borrowing of Revolving Loans denominated in any other Designated Foreign Currency, as the Administrative Agent and the Borrower shall agree.

“Borrowing Multiple” means (a) with respect to a Borrowing of Term Loans, $1,000,000, (b) with respect to a Borrowing of Revolving Loans denominated in Dollars, $100,000 and (c) with respect to a Borrowing of Revolving Loans denominated in any other Designated Foreign Currency, as the Administrative Agent and the Borrower shall agree.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03(a), 2.06(a) or 2.07(b) and substantially in the form attached hereto as Exhibit D, or such other form as shall be approved by the Administrative Agent.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by law to remain closed; provided, that, in addition to the foregoing, a Business Day shall be (a) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day and (b) in relation to any RFR Loans, a RFR Business Day.

“Calculation Date” means (a) the date of delivery of each Borrowing Request, (b) the date of issuance, extension or renewal of any Letter of Credit, (c) the date of conversion or continuation of any Borrowing of a Loan, (d) each date a calculation of fees due under this Agreement is required to be made and (e) the last Business Day of each Fiscal Quarter.

“Capital Expenditures” shall mean, for any period, the aggregate amount (whether paid in cash or accrued as a liability) that would, in accordance with GAAP, be included on the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries for such period as growth of or additions to equipment, fixed assets, real property or improvements or other capital assets (including capital lease obligations) or that should otherwise be capitalized or reflected in the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries or other capital expenditures of such Person for such period, but excluding any such amounts (i) financed with the proceeds of Dispositions, long term Indebtedness (other than Revolving Loans) or any issuance of Capital Stock, (ii) that are actually paid by a third party and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party, (iii) paid in connection with the Distribution Center Transaction and (iv) related to non-maintenance Capital Expenditures.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease or finance lease on the balance sheet of that Person.

“Capital Lease Obligations” means, with respect to any Person, all obligations of such Person with respect to any Capital Lease, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Collateralize” means, in respect of an Obligation, to provide to the Collateral Agent, for the benefit of the Secured Parties, Cash collateral in the applicable Approved Currency, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent (and, in the case of Letters of Credit, the Issuing Bank), or to otherwise backstop in a manner reasonably satisfactory to the Administrative Agent (and, in the case of Letters of Credit, the Issuing Bank), such Obligations (and “Cash Collateralization”, “Cash Collateralized” and “Cash Collateralizing” have a corresponding meaning). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.

“Cash Equivalents” means assets that, as of the date acquired by Holdings or any Subsidiary, are (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (ii) issued by any agency of the United States Government, the obligations of which are backed by the full faith and credit of such government, in each case maturing within one year after such date; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, (i) a short-term rating of at least A-2 from S&P, at least P-2/MIG-2 from Moody’s or at least F-2 from Fitch or (ii) a long-term rating of at least A from S&P, at least A-2 from Moody’s or at least A from Fitch; (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P, at least P-1 from Moody’s or at least F-1 from Fitch; (d) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any province or territory thereof that has Tier 1 capital (as defined in the regulations of its primary federal banking regulator) of not less than $100,000,000, (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $250,000,000, and (iii) has the highest rating obtainable from either S&P, Moody’s or Fitch; (f) fully collateralized repurchase agreements with a term of not more than 180 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (d) above; and (g) instruments equivalent to those referred to in clauses (a) through (f) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for Cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.

“CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.

“CBR Spread” means the Applicable Margin, applicable to such Loan that is replaced by a CBR Loan.

“Central Bank Rate” means, the greater of (I)(A) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, (d) any other Designated Foreign Currency determined after the Closing Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion; plus (B) the applicable Central Bank Rate Adjustment and (II) the Floor.

“Central Bank Rate Adjustment” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which Daily Simple RFR for Sterling Borrowings was available (excluding, from such averaging, the highest and the lowest such Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period and (c)) any other Designated Foreign Currency determined after the Closing Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in the applicable Approved Currency for a maturity of one month.

“CFC” means a controlled foreign corporation as defined in Section 957(a) of the Internal Revenue Code.

“CFC Holding Company” means a Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia (a) that owns equity interests in a CFC (directly or indirectly through entities that are disregarded for U.S. federal income tax purposes) and (b) that holds no material assets other than equity interests in CFCs (or such disregarded entities referred to in clause (a)).

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) adoption or pronouncement of any request, guideline or directive (whether or not having the force of law, but if not having the force of law being of a type with which persons to whom it is directed are accustomed to comply) of any Governmental Authority made or issued after the date of this Agreement; provided, however, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines or directives promulgated thereunder, and all requests, rules, guidelines or directives concerning capital adequacy promulgated by Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) of the United States or foreign regulatory authorities, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted or adopted unless the Lenders are required to comply with such request, rule, guidance or directive as of the Closing Date.

“Change of Control” means, at any time, (a) prior to an initial public offering by Holdings (or any Parent Company) in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement or prospectus filed with the SEC in accordance with the Securities Act or other applicable Requirements of Law (whether alone or in connection with a secondary public offering) (a “Qualifying IPO”), if 50% or more of the combined voting power of all of the Capital Stock of Holdings is not directly or indirectly beneficially owned and controlled by one or more (individually or in the aggregate) Permitted Investors, (b) on or after a Qualifying IPO, the acquisition by any Person or Persons that are together a “group” within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act or any Person (other than Permitted Investors or any “group” controlled by one or more (individually or in the aggregate) Permitted Investors), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Capital Stock representing more than the greater of (x) 35% of the total voting power of all of the outstanding voting stock of Holdings and (y) the percentage of the total voting power of all of the outstanding voting stock of Holdings owned, directly or indirectly, beneficially or of record by one or more (individually or in the aggregate) Permitted Investors unless, in the case of either clause (a) or clause (b) of this definition, one or more Permitted Investors have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of Holdings, (c) Holdings shall cease to own directly 100% of the Capital Stock of the Borrower or (d) any “change of control” or similar event under Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or any Junior Financing that constitutes Material Indebtedness shall occur.

“Class” means, when used in reference to (a) any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are Initial Term Loans, Initial Revolving Loans, Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans, Extended Revolving Loans or Extended Term Loans, (b) any Commitment, whether such Commitment is an Initial Term Loan Commitment, Initial Revolving Commitment, Incremental Term Commitment, Incremental Revolving Commitment, Extended Revolving Commitment, Refinancing Revolving Commitment or Refinancing Term Loan Commitment and (c) any Lender, whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Each tranche of Refinancing Term Loan Commitments, Refinancing Revolving Commitments, Extended Revolving Commitments, Refinancing Term Loans, Refinancing Revolving Loans, Other Term Loans, Extended Term Loans or Extended Revolving Loans that have different terms and conditions shall be construed to be in different Classes.

“Closing Date” means May 2, 2024, which is the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Closing Date Dividend” means the dividend paid by Holdings within 30 days of the Closing Date to the equity holders of Holdings in an amount not to exceed $165,000,000.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Code” means the Internal Revenue Code of 1986.

“Collateral” means any and all property of a Loan Party subject or purported to be subject to a Lien under the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject or purported to be subject to a Lien pursuant to the Collateral Documents in favor of the Collateral Agent, on behalf of itself and the Secured Parties, to secure the Secured Obligations.

“Collateral Agent” shall have the meaning assigned to such term in the preamble to this Agreement.

“Collateral Documents” means, collectively, the U.S. Pledge and Security Agreement, the Mortgages (if any), and any other documents granting or purporting to grant a Lien upon the Collateral as security for payment of the Secured Obligations.

“Commitment” means the Revolving Commitments and the Term Loan Commitments. The aggregate principal amount of the Commitments as of the Closing Date is $195,000,000.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Competitor” shall have the meaning assigned to such term in the definition of “Disqualified Assignee”.

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

“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 “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.18 and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) 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 decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative 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 (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Adjusted EBITDA” means, for any period, an amount determined for Holdings and the Restricted Subsidiaries on a consolidated basis equal to (I) Consolidated Net Income for such period, plus (II) to the extent deducted in arriving at such Consolidated Net Income, the sum, without duplication, of (a) Consolidated Interest Expense and charges, commissions, discounts, yield and other similar fees and charges incurred pursuant to Factoring Transactions which are payable to any Person other than a Loan Party, (b) provisions for taxes based on income or equity, (c) total depreciation expense, (d) total amortization expense, (e) Transaction Costs, (f) other non-Cash items (excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a prepaid Cash item that was paid in a prior period), (g) transaction, termination and management, monitoring, consulting, board of director, administrative and similar fees and expenses to the Sponsor Group to the extent permitted hereunder, (h) earn-out expenses resulting from acquisitions or other investments, (i) costs and expenses (including due diligence expenses) associated with any Permitted Acquisition, merger, amalgamation, Investment or Disposition permitted hereunder, including any related transaction (whether or not any such transaction is consummated), in each case to the extent that such transaction constitutes a Subject Transaction, (j) costs related to the initial study and implementation of the Sarbanes-Oxley Act, including the costs of recruiting and hiring staff, (k) stock option expenses, equity-based compensation expenses and/or expenses related to stock-based compensation, (l) the amount of any net income (loss) attributable to non-controlling interests in any non-wholly-owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income, (m) losses arising from the extinguishment of debt in connection with debt modifications, exchanges and similar transactions, (n) costs, expenses, charges and losses associated with the Distribution Center Transaction, including (i) construction, development and implementation costs and (ii) rent, utility, taxes and other related costs associated with the Distribution Center prior to the time it becomes operational, (o) expenses incurred in connection with the prepayment, amendment, modification, restructuring or Refinancing of Indebtedness during such period, (p) any non-capitalized transaction costs incurred during such period in connection with an actual or proposed incurrence of Indebtedness, including a Refinancing thereof, issuance of Capital Stock or recapitalization (excluding the Transactions), (q) any unrealized net loss incurred in such period from the application of fair value accounting in respect of Hedge Agreements, (r) any unrealized net loss incurred in such period from currency translation losses, (s) any loss from the early extinguishment of Indebtedness or Hedge Agreements or other derivative instruments, (t) any loss from disposed, abandoned, divested and/or discontinued assets, properties, operations and losses on disposal of disposed, abandoned, transferred, closed or discontinued operations and any losses, charges and expenses related to the impairment of assets (other than, at the option of the Borrower, assets, properties and/or operations pending the divestiture or termination thereof), (u) any losses, charges, fees and expenses attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business (including, without limitation, asset retirement costs), as determined in good faith by the Borrower, (v) restructuring and related charges, integration costs, business optimization expenses and charges attributable to, and payments of, legal settlements, fines, judgments or orders and severance, relocation costs, facilities start-up costs, recruiting fees, signing costs, retention or completion bonuses and transition costs, (w) reasonably identifiable and factually supportable expected cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies related to the Transactions projected by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower and evidenced by a certificate of the chief financial officer of the Borrower) within 18 months after the Closing Date; provided that the amount added to Consolidated Adjusted EBITDA pursuant to this clause (w) in such period, when taken together with amounts added to Consolidated Adjusted EBITDA pursuant to clause (x) immediately below in such period, shall not exceed 25.0% of Consolidated Adjusted EBITDA (such percentage to be calculated prior to giving effect to any amounts added to Consolidated Adjusted EBITDA for such period pursuant to this clause (w) or clause (x) below), (x) reasonably identifiable and factually supportable expected cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies related to acquisitions, divestitures, restructuring, cost savings initiatives and other similar initiatives relating to transactions consummated or initiatives implemented after the Closing Date (in each case other than in respect of the Transactions) and projected by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower and evidenced by a certificate of the chief financial officer of the Borrower) within 18 months after such transaction or initiative is consummated; provided that the amount added to Consolidated Adjusted EBITDA pursuant to this clause (x) in such period, when taken together with amounts added to Consolidated Adjusted EBITDA pursuant to clause (w) immediately above in such period, shall not exceed 25% of Consolidated Adjusted EBITDA (such percentage to be calculated prior to giving effect to any amounts added to Consolidated Adjusted EBITDA for such period pursuant to this clause (x) or clause (w) above), (y) the amount of any charge that is reimbursable by any third party pursuant to indemnification or expense reimbursement provisions or similar agreements or insurance; provided that in respect of any fees, costs and expenses added back pursuant to this clause (y), the Borrower in good faith expects to receive reimbursement for such fees and/or charges within the next four fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, to the extent previously added back to consolidated net income in determining Consolidated Adjusted EBITDA for a prior fiscal quarter such reimbursement amounts shall be deducted in calculating Consolidated Adjusted EBITDA for such fiscal quarter), (z) adjustments and add backs specifically identified in the Model, (aa) any losses or expenses incurred resulting from the effects of purchase accounting, (bb) cash receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated Adjusted EBITDA in any period solely to the extent that the corresponding non cash gains relating to such receipts were deducted in the calculation of Consolidated Adjusted EBITDA pursuant to clause (III) below for any previous period after the Closing Date and not added back, (cc) costs, and payments, in connection with actual or prospective litigation, legal settlements, fines, judgments or orders and (dd) rent, utilities, taxes and other lease costs associated with domestic distribution centers or similar locations existing on the Closing Date after the Distribution Center becomes operational and solely on account of periods ending on or prior to December 31, 2026; provided that the amount added to Consolidated Adjusted EBITDA pursuant to this clause (dd) in any such period shall not exceed $3 million minus (III) to the extent added in arriving at such Consolidated Net Income, the sum, without duplication, of (a) non-cash income or gains (excluding any such non-Cash item to the extent it represents the reversal of an accrual or reserve for potential Cash item in any prior period), (b) income or gains arising from the extinguishment of debt in connection with debt modifications, exchanges and similar transactions, (c) [reserved], (d) any unrealized net income or gain incurred in such period from the application of fair value accounting in respect of Hedge Agreements, (e) any net income or gain incurred in such period from currency translation gains, (f) any net income or gain from the early extinguishment of Indebtedness or Hedge Agreements or other derivative instruments, (g) any net income or gains from disposal of disposed, abandoned, transferred, closed or discontinued operations, (h) any net income or gain attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by the Borrower and (i) any net income or gain resulting from the effects of purchase accounting.

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Adjusted EBITDA under this Agreement for any period that includes any of the Fiscal Quarters ended or ending (as applicable) June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024, Consolidated Adjusted EBITDA for the Fiscal Quarters ending June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024 shall be deemed to be $16,619,545, $21,491,828, $15,668,176, and $7,824,927, respectively (subject to adjustments after the Closing Date pursuant to Section 1.07).

“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Lease Obligations in accordance with GAAP and capitalized interest) of Holdings and the Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Holdings and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Hedge Agreements, but excluding, however, any fees payable in connection with the Transactions on or before the Closing Date.

“Consolidated Net Income” means, for any period, the net income (or loss) of Holdings and the Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, excluding the effects, without duplication, of (a) the income (or loss) of any Person (other than a Restricted Subsidiary) in which any other Person (other than Holdings or any Restricted Subsidiary) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any Restricted Subsidiary by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Holdings or any Restricted Subsidiary or that Person’s assets are acquired by Holdings or any Restricted Subsidiary, (c) any after-tax gains or losses attributable to asset sales or returned surplus assets of any Pension Plan, (d) any extraordinary, non-recurring or unusual gains, losses, charges or expenses and (e) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income. In addition, to the extent not already accounted for in the Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of net proceeds received by Holdings or any Restricted Subsidiary from business interruption insurance.

“Consolidated Total Assets” means, as of any date, the total assets (excluding Cash and Cash Equivalents) of Holdings and the Restricted Subsidiaries on a consolidated basis, determined in accordance with GAAP as set forth in the most recent balance sheet delivered pursuant to Section 5.01(a) or (b).

“Consolidated Total Debt” means, at any date, an amount equal to the aggregate principal amount (or, if higher, the par value or stated face amount) of all Indebtedness of Holdings and the Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, but excluding any liabilities referred to in clauses (b), (d), (f) (except to the extent of any drawn and unreimbursed letters of credit), (g) (except to the extent any underlying Indebtedness thereunder is not otherwise excluded by this definition), (h) (except to the extent any underlying Indebtedness thereunder is not otherwise excluded by this definition) and (i) of the definition of “Indebtedness.”

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any material indenture, mortgage, hypothec, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Controlled Investment Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Borrower and/or other companies.

“Covered Party” shall have the meaning assigned to such term in Section 9.24(a).

“Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Loans and Commitments or any then-existing Credit Agreement Refinancing Indebtedness or to finance the purchase of Loans pursuant to Section 9.04(f) (the “Refinanced Debt”); provided that (i) such Indebtedness is pari passu or junior in right of payment with any remaining portion of the Initial Term Loans and/or Initial Revolving Commitments (or any extensions, renewals, replacements or refinancings thereof that are pari passu therewith), (ii) except to the extent otherwise permitted under this Agreement (subject to a dollar for dollar usage of any other basket set forth in Section 6.02, if applicable), such exchanged, extending, renewing, replacing or refinancing Indebtedness is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of the Refinanced Debt (in each case, including any unused Commitments in respect thereof as if they were fully drawn) except by an amount equal to unpaid accrued or capitalized interest and premium thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) in connection with such exchange, refinancing, renewal, replacement or extension, (iii) with respect to Credit Agreement Refinancing Indebtedness constituting senior secured Indebtedness that is secured on a pari passu basis with the Initial Term Loans, such Indebtedness has both a maturity and a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt and shall be subject to the MFN Adjustment, (iv) with respect to Credit Agreement Refinancing Indebtedness constituting senior secured Indebtedness secured on a junior basis with the Initial Term Loans or unsecured Indebtedness, such Credit Agreement Refinancing Indebtedness does not mature prior to the date that is ninety-one (91) days after the maturity date of, or have a Weighted Average Life to Maturity shorter than the Refinanced Debt and does not require the mandatory redemption or prepayment of such Indebtedness (other than customary provisions with respect to asset sales, insurance and condemnation proceeds events, change of control offers or events of default) that could result in redemption of such Indebtedness earlier than the date that is ninety-one (91) days after the Maturity Date of the Refinanced Debt, (v) Refinancing Revolving Loans (x) shall not mature or have mandatory commitment reductions prior to the Maturity Date of the Revolving Loans being Refinanced and (y) shall be subject to no greater than pro rata treatment with the Revolving Loans being Refinanced in respect of payments, borrowings, participation obligations and commitment reductions, (vi) the terms and conditions of such Credit Agreement Refinancing Indebtedness (excluding pricing, rate floors, discounts, fees, optional redemption provisions, amortization and maturities and any covenants or other terms applicable only after the Latest Maturity Date) are not materially more favorable (when taken as whole) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than the terms and conditions of the Loan Documents (taken as a whole) are to the Lenders, as reasonably determined by the Borrower (provided that (x) a certificate of a Responsible Officer delivered to the Administrative Agent stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement of this clause (vi) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement of this clause (vi) and (y) the Borrower shall deliver the final definitive documentation related to such Credit Agreement Refinancing Indebtedness promptly after the execution thereof); provided that, it is agreed that to the extent any financial maintenance covenant is added for the benefit of such (A) Refinancing Term Loans, no consent shall be required to the extent that such financial maintenance covenant is also added for the benefit of each then-existing Class of Term Loans or (B) Refinancing Revolving Commitments, no consent shall be required to the extent that such financial maintenance covenant is also added for the benefit of each then-existing Class of Revolving Commitments that then benefits from a financial maintenance covenant, (vii) such Indebtedness is not guaranteed by any Person other than Holdings and the Subsidiary Guarantors, (viii) such Indebtedness may not be secured by any property or assets of Holdings, the Borrower or any Subsidiary Guarantor other than the Collateral (or assets that become Collateral in connection therewith) and (ix) such replaced or Refinanced Debt shall be repaid, defeased or satisfied and discharged (and any commitments in respect thereof terminated) with 100% of the Net Proceeds (or commitments, as applicable) of the applicable Credit Agreement Refinancing Indebtedness and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; and provided, further, that Credit Agreement Refinancing Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term Indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clauses (iii) and (iv) of the first proviso in this definition so long as (x) such credit facility includes customary “rollover” provisions which shall provide for the automatic extension, conversion or exchange of such bridge loans or interim credit facility into long-term Indebtedness without any conditions precedent to such extension, conversion or exchange (other than due to a default of the type described in Sections 7.01(f) and (g) of this Agreement) and (y) assuming such credit facility were to be extended, converted or exchanged pursuant to the “rollover” provisions described in the immediately preceding clause (x), such extended credit facility would comply with clauses (iii) and (iv) above).

“Cure Expiration Date” shall have the meaning assigned to such term in Section 6.01.

“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan, SONIA for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day.

“Debt Fund Affiliate” means any Affiliate of Holdings that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business and with respect to which any equity fund which has a direct or indirect equity investment in Holdings or any of its Subsidiaries does not make investment decisions for such entity.

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.13(f).

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means, subject to Section 2.26, any Lender that (a) has failed to (i) fund all or any portion of its Loans (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date such Loans were required to be funded hereunder absent a good faith dispute, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swing Line Lender or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due absent a good faith dispute, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank or 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 absent a good faith dispute, (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower 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 the Administrative Agent and the Borrower), or (d) the Administrative Agent has received notification that such Lender is, or has a direct or indirect parent company that is (i) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, (ii) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, interim receiver, receiver manager, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment or (iii) the subject of a Bail-In Action; 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 or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. The Administrative Agent shall not be required to ascertain or inquire as to the existence of any Defaulting Lender.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Derivative Transaction” means (a) an interest-rate transaction, including an interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar and floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) an exchange-rate transaction, including a cross-currency interest-rate swap, a forward foreign-exchange contract, a currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) an equity derivative transaction, including an equity-linked swap, an equity-linked option, a forward equity-linked contract and any other instrument linked to equities that gives rise to similar credit risk and (d) a commodity (including precious metal) derivative transaction, including a commodity-linked swap, a commodity-linked option, a forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former employees, directors, officers, managers or consultants of Holdings or its subsidiaries shall be a Derivative Transaction.

“Designated Foreign Currency” means Euros, Pounds Sterling, and any other currency freely traded and convertible into Dollars and reasonably acceptable to the Administrative Agent, each applicable Lender and, in the case of Letters of Credit, the Issuing Bank, and designated in writing by the Administrative Agent, the Borrower and, in the case of Letters of Credit, the Issuing Bank, as a “Designated Foreign Currency”.

“Designated Non-Cash Consideration” means the fair market value (as determined by the Borrower in good faith) of non-cash consideration received by the Borrower or the Restricted Subsidiaries in connection with a Disposition pursuant to Section 6.09 that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent, setting forth 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 within 180 days following the consummation of the applicable Disposition).

“Disposition” means, with respect to any property (including, without limitation, Capital Stock of the Borrower or any Restricted Subsidiary), any sale, lease, Sale and Lease-Back Transaction, assignment, conveyance, transfer or other disposition thereof (including by merger, amalgamation or consolidation or amalgamation and excluding the granting of a Lien permitted hereunder) and any issuance of Capital Stock of Holdings’ Restricted Subsidiaries. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Assignee” means (a) competitors of Holdings and its Subsidiaries or the Borrower (each, a “Competitor”) and any financial institution or investors, in each case, designated by name in writing by the Borrower or the Sponsor to the Lead Arrangers or the Administrative Agent prior to the Closing Date and (b) in each case of clause (a) above, any of their known Affiliates that are clearly identifiable as an Affiliate on the basis of its name or otherwise identified by the Borrower or the Sponsor to the Administrative Agent from time to time (or if prior to the Closing Date, the Lead Arrangers); provided, that the Borrower, upon reasonable notice to the Administrative Agent, shall be permitted to supplement in writing the list of persons that are Disqualified Assignees to the extent that any supplemented person is a Competitor or an Affiliate of a Competitor or an Affiliate of another Disqualified Assignee; but which supplement shall not apply retroactively to disqualify any parties that have entered into a trade to acquire or previously acquired an assignment or participation interest in the Loans (but such party shall be prohibited from acquiring any additional assignment or participation interest in the Loans or Commitments); provided, further, that “Disqualified Assignees” shall not include any bona fide debt fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business unless identified by the Borrower or the Sponsor as a “Disqualified Assignee” pursuant to clause (a) or (b) of this definition. Notwithstanding anything to the contrary in this Agreement, (i) any notice or writing to the Administrative Agent required under this definition shall be made by e-mail to JPMDQ_Contact@jpmorgan and (ii) any such updates to the list of Disqualified Assignees shall only be effective three (3) days after receipt by the Administrative Agent of such notice or writing.

“Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (i) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, on or prior to the ninety-first day following the Latest Maturity Date on the date of issuance, (ii) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (a) debt securities or (b) any Capital Stock referred to in (i) above, in each case at any time on or prior to the ninety-first day following the Latest Maturity Date on the date of issuance, or (iii) contains any repurchase obligation (unless at the option of the issuer) which may come into effect in each case prior to the date which is ninety days following the Latest Maturity Date on the date of incurrence; provided, however, that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of a “change of control” or a Disposition occurring prior to the ninety-first day following the Latest Maturity Date as of the date of incurrence shall not constitute Disqualified Capital Stock if such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the repayment in full of the Obligations; provided, further, that if such Capital Stock is issued pursuant to a plan for the benefit of the employees, directors, officers, managers or consultants of Holdings (or any Parent Company thereof), the Borrower or the Subsidiaries or by any such plan to such Persons, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings, the Borrower or the Subsidiaries in order to satisfy applicable regulatory obligations.

“Distribution Center Transaction” means the development, construction and initial use of a distribution center located in southern California (the “Distribution Center”).

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount, (b) if such amount is expressed in an Designated Foreign Currency, the equivalent of such amount in dollars determined by using the rate of exchange for the purchase of dollars with the Designated Foreign Currency last provided (either by publication or otherwise provided to the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Designated Foreign Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.

“Dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia (other than a CFC Holding Company).

“Dutch Auction” means an auction conducted by an Affiliated Lender in order to purchase Term Loans as contemplated by Section 9.04(f) in accordance with the Auction Procedures (it being understood that Debt Fund Affiliates may participate in Dutch Auctions to the extent provided for in Section 9.04(f)).

“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.

“Eligible Assignee” means (a) a Lender, (b) a commercial bank, insurance company, company or financial institution engaged in the business of making, investing in or purchasing commercial loans or a commercial finance company, or any investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act, as amended) or an “accredited investor” (as defined in National Instrument 45-106 (Prospectus and Registration Exemptions)), that extends credit or invests in bank loans as one of its businesses, (c) any Affiliate of a Lender under common control with or controlling such Lender or (d) an Approved Fund of a Lender; provided that in any event, “Eligible Assignee” shall not include (i) any natural person, (ii) Holdings or the Borrower or any Affiliate thereof (other than a Debt Fund Affiliate), except to the extent set forth in Section 9.04(f) or (iii) any Disqualified Assignee.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained or contributed to, or required to be contributed to, any Loan Party or any of their respective ERISA Affiliates or with respect to which any Loan Party or any of their respective ERISA Affiliates has any liability.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by or before any Governmental Authority or any other Person, arising from or relating to (a) any violation of Environmental Law; (b) any actual or alleged Hazardous Materials Activity; or (c) any actual or alleged damage, injury, threat or harm to worker or public health or safety (as such matters relate to exposure to Hazardous Materials), natural resources or the environment.

“Environmental Laws” means any and all applicable international, foreign or domestic, federal, state, provincial or municipal (or any subdivision of either of them) laws (including common law), statutes, ordinances, orders, codes, treaties, legally binding standards or guidelines, orders, writs, injunctions, decrees, legally binding administrative or judicial precedents or authorities rules, regulations, judgments, Governmental Authorizations, legally enforceable agreements with any Governmental Authority, or any other legal requirements of Governmental Authorities relating to:

(a)            the protection of the environment;

(b)            any Hazardous Materials Activity; or

(c)            occupational or public safety and health and industrial hygiene, as such matters relate to hazardous materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) any Hazardous Materials Activity, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment, (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing, (f) any Environmental Claims or (g) any decision, judgment, directive, or order with respect to clauses (a) through (f) above.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (b) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member and (c) solely for purposes of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code, any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member. Any former ERISA Affiliate of any Loan Party shall be deemed an ERISA Affiliate with respect to the period during which such Person was an ERISA Affiliate and with respect to liabilities arising after such period for which such Loan Party could be liable under the Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the 30-day notice period has been waived); (ii) the existence with respect to any Employee Benefit Plan subject to ERISA or Section 4975 of the Code of a non-exempt “Prohibited Transaction” (within the meaning of Section 406 of ERISA or Section 4975(c) of the Code); (iii) the failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Pension Plan; (iv) the filing, pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (v) a determination that any Pension Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (vi) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (vii) the withdrawal by any Loan Party or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors, or the termination of any such Pension Plan, resulting in liability to any Loan Party or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (viii) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the PBGC’s termination of, or appointment of a trustee to administer, any Pension Plan; (ix) the imposition of liability on any Loan Party or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (x) the withdrawal of any Loan Party or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor; (xi) the receipt by any Loan Party or any of their respective ERISA Affiliates of notice from any Multiemployer Plan (A) imposing withdrawal liability, (B) that it is in insolvency pursuant to Section 4245 of ERISA, (C) that such Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or (D) that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; or (xii) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA with respect to any Pension Plan.

“Erroneous Payment” shall have the meaning assigned to such term in Section 8.03(a).

“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.

“EURIBOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate, two TARGET Days prior to the commencement of such Interest Period. At no time shall EURIBOR be less than the Floor.

“EURIBOR Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as published at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Euro” or “€” shall mean the lawful currency of the Participating Member States.

“Events of Default” shall have the meaning assigned to such term in Section 7.01.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contributions” means Cash or Cash Equivalents or other assets (valued at their fair market value as determined in good faith by the Borrower) received by Holdings (and in each case to the extent contributed to the Borrower as cash common equity) after the Closing Date from: (a) contributions to its common equity capital, and (b) the sale (other than to a Subsidiary of Holdings or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Capital Stock) of the Borrower; in each case other than any amount (w) increasing the Available Amount, (x) increasing Restricted Payment capacity under Section 6.05(c)(ii) or (d)(i), (y) applied to prepay, redeem or purchase Indebtedness under Section 6.06(d)(i) or (z) applied to finance Investments under Section 6.08(h) or (q)(i), and in each case designated as Excluded Contributions pursuant to a certificate from a Responsible Officer of the Borrower executed on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.

“Excluded Personal Property” shall have the meaning assigned to such term in Section 5.11(e).

“Excluded Subsidiary” means (a) any Immaterial Subsidiary, (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary or a CFC Holding Company, (c) any Unrestricted Subsidiary, (d) any Specialty Subsidiary, (e) any Subsidiary that is not a wholly-owned Subsidiary and (f) any Foreign Subsidiary that is a CFC. Notwithstanding the forgoing, a Restricted Subsidiary may be designated by Borrower as a Loan Guarantor on the Closing Date or thereafter if Holdings elects to cause such Subsidiary to become a Subsidiary Guarantor pursuant to Section 5.11; provided that such Subsidiary shall provide guarantees and credit support that is substantially similar to the guarantees and credit support provided by the Subsidiary Guarantors party hereto on the Closing Date.

“Excluded Swap Obligation” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal 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 Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.13 and any other “keepwell, support or other agreement” for the benefit of such Loan Guarantor and any and all guarantees of such Loan Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Loan Guarantor, or a grant by such Loan Guarantor of a security interest, becomes effective with respect to such Swap Obligation. 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 excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means, with respect to any Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower or any other Loan Party hereunder, (a) any Taxes imposed on or measured by its net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed by a jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located, or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any U.S. federal withholding Taxes that are imposed on amounts payable to a Lender pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.21) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.19, 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, (c) Taxes attributable to such recipient’s failure to comply with Section 2.19(e) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Letter of Credit” means any letter of credit issued, extended or renewed prior to the Closing Date and scheduled on Schedule 1.02 (Existing Letters of Credit).

“Existing Liens” means any of the liens securing any of the obligations of the Borrower and the other Loan Parties in respect of the Facilities to the liens securing any other indebtedness or other obligations.

“Extended Loans” means Extended Term Loans and Extended Revolving Loans.

“Extended Revolving Commitment” shall have the meaning assigned to such term in Section 2.25(a).

“Extended Revolving Loans” shall have the meaning assigned to such term in Section 2.25(a).

“Extended Term Loans” shall have the meaning assigned to such term in Section 2.25(a).

“Extension” shall have the meaning assigned to such term in Section 2.25(a).

“Extension Offer” shall have the meaning assigned to such term in Section 2.25(a).

“Facility” means any Real Estate Asset (including all buildings, fixtures or other improvements located thereon) now, hereafter or, except with respect to Article 5 and Article 6, heretofore owned or leased by Holdings, the Borrower or any Restricted Subsidiary.

“Factoring Assets” means any accounts receivable or outstanding balances owed to the Borrower or any Subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts receivable and other assets (including contract rights), in each case, which are of the type customarily transferred in connection with the factoring of accounts receivable and which are sold, transferred or otherwise conveyed by the Borrower or a Subsidiary pursuant to a Factoring Transaction permitted by this Agreement.

“Factoring Transaction” means any transaction or series of transactions entered into by the Borrower and any Subsidiaries pursuant to which the Borrower or such Subsidiaries sells, conveys or otherwise transfers (or purports to sell, convey or otherwise transfer) Factoring Assets of the Borrower or such Subsidiaries to a non-related third party buyer on market terms as determined in good faith at the time such transaction is entered into by a member of the senior management of the Borrower; provided that (i) such Factoring Transaction is non-recourse to Holdings, the Borrower or any other Subsidiary (in each case, except as otherwise permitted by this Agreement), (ii) such Factoring Transaction is consummated pursuant to customary contracts, arrangements or agreements entered into with respect to the sale, purchase and servicing of Factoring Assets on market terms for similar factoring, (iii) the proceeds of such Factoring Transaction shall be used solely (x) for general corporate purposes or (y) to repay outstanding Revolving Loans (without any permanent reduction in the Revolving Commitment) and (iv) the aggregate fair market value of the Factoring Assets with respect to all Factoring Transactions at any time shall be no more than the greater of (x) $15,000,000 and (y) 25.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time.

“FATCA” means Sections 1471 through 1474 of the Code as in effect on the date of this Agreement (or any amended or successor provisions, provided that such amended or successor provisions do not place compliance or other burdens on the Lender that are materially more onerous than the provisions in effect on the date of this Agreement) and any current or future regulations or other guidance thereof, and any applicable intergovernmental agreements with respect thereto and laws enacting such intergovernmental agreements.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letters” means those certain fee letters, dated May 2, 2024, among the Borrower and each of the Lead Arrangers (other than JPMorgan).

“Financial Covenant Event of Default” shall have the meaning assigned to such term in Section 7.02.

“Financial Officer” of any Person means the chief financial officer, treasurer, assistant treasurer, vice president of finance or controller of such Person or other officer with reasonably equivalent responsibilities.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of a Financial Officer of the Borrower that such financial statements fairly present, in all material respects in accordance with GAAP, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to, other than with respect to annual unaudited financial statements, changes resulting from audit and normal year-end adjustments and the absence of footnotes.

“Financial Plan” shall have the meaning assigned to such term in Section 5.01(g).

“First Lien Intercreditor Agreement” means a “pari passu” intercreditor agreement among the Collateral Agent and one or more Senior Representatives (and acknowledged by the Loan Parties) for holders of Permitted First Priority Refinancing Debt or other Indebtedness permitted by Section 6.02 and secured by Liens permitted by Section 6.03 in form and substance reasonably satisfactory to the Collateral Agent.

“First Lien Leverage Ratio” means, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day (other than any portion thereof that is either unsecured or secured by assets of one or more Loan Parties or Restricted Subsidiaries on a subordinated basis to the Obligations) over (ii) an amount equal to the Unrestricted Cash and Cash Equivalents of Holdings and the Restricted Subsidiaries on such date to (b) Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis, for such period.

“Fiscal Quarter” means each three-month period ending on or about March 31, June 30, September 30 or December 31, as applicable.

“Fiscal Year” means each twelve-month period ending on or about December 31.

“Fitch” means The Fitch Group and any successor to its rating agency business.

“Fixed Charge Coverage Ratio” shall mean as of any date of determination, the ratio for the Test Period most recently ended of (a) Consolidated Adjusted EBITDA for such Test Period minus Capital Expenditures paid in cash during such Test Period, minus the aggregate amount of income taxes or income tax liabilities during such period (net of cash tax refunds received by the Borrower and its restricted subsidiaries during such period and excluding taxes related to asset sales not in the ordinary course of business) paid or payable in cash during such Test Period (excluding a one-time true-up payment previously made in the amount of $2.8 million on account of 2023 state taxes) to (b) Fixed Charges for such Test Period, in each case of the Borrower and its Restricted Subsidiaries on a consolidated basis.

“Fixed Charges” shall mean, with reference to any period, without duplication, the sum of (a) Consolidated Interest Expense paid in cash during such period, plus (b) the aggregate amount of scheduled principal payments in respect of Indebtedness for borrowed money of the Borrower and its Restricted Subsidiaries paid in cash during such period (other than payments made by the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and in any case, excluding any earn out obligation or purchase price adjustment), plus (c) scheduled payments in respect of Capital Lease Obligations paid in cash during such period to the extent allocated to principal in accordance with GAAP, all calculated for such period for the Borrower and its Restricted Subsidiaries on a consolidated basis.

“Flood Hazard Property” means any improved parcel of any Material Real Estate Asset subject to a Mortgage located in the U.S. in an area designated by the Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Floor” means a rate of interest equal to 0.00%.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding Obligations with respect to Letters of Credit issued by such Issuing Bank other than such Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“GAAP” means generally accepted accounting principles in the United States of America in effect and applicable to that accounting period in respect of which reference to GAAP is being made.

“Governmental Authority” means any international, federal, state, provincial, territorial, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, governmental (or quasi-governmental), judicial, taxing, regulatory or administrative functions of or pertaining to any government or any court or central bank (including any supra national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, certificate, approval, authorization, plan, directive, consent, consent order or consent decree of or from any Governmental Authority, including any other instrument having similar effect.

“Granting Lender” shall have the meaning assigned to such term in Section 9.04(e).

“Guarantee” of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation of any other Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other monetary obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). 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. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 10.01.

“Guarantor Percentage” shall have the meaning assigned to such term in Section 10.10.

“Hazardous Materials” means any chemical, material, substance or waste, or any constituent thereof, which is prohibited, limited or regulated as hazardous, toxic, a pollutant, a contaminant or words of similar import under, or which can otherwise form the basis of liability under, any Environmental Law.

“Hazardous Materials Activity” means any activity, event or occurrence involving any Hazardous Material, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Material, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means any agreement with respect to any Derivative Transaction between Holdings, the Borrower or any Subsidiary and any other Person.

“Hedge Counterparty” means any Person (other than a Loan Party) that is a counterparty party to a Secured Hedging Obligation.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement.

“Holdings” shall have the meaning assigned to such term in the preamble to this Agreement.

“Immaterial Subsidiary” means each Restricted Subsidiary of Holdings (other than the Borrower) that, as of the most recently ended Test Period, contributed less than 5.0% of third party revenues for the applicable Test Period and had assets with a net book value of less than 5.0% of total assets as of such date, in each case calculated on a pro forma basis; provided that if the aggregate amount of third party revenues or the aggregate amount of total assets of all Immaterial Subsidiaries as of the most recently ended fiscal year is more than 10.0% (the “10% Test”) of the aggregate amount of third party revenues and the aggregate amount of total assets, respectively, of Holdings and its Restricted Subsidiaries (excluding for purposes of the 10% Test all subsidiaries that are Excluded Subsidiaries), the Borrower shall designate additional Restricted Subsidiaries (other than Excluded Subsidiaries) as Subsidiary Guarantors to satisfy the 10% Test.

“Immediate Family Member” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, current or former qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships), estate, heirs, permitted assigns and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals 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.

“Increased Amount Date” shall have the meaning assigned to such term in Section 2.23(a).

“Incremental Assumption Agreement” means an Incremental Assumption Agreement among the Borrower, the Administrative Agent and one or more Incremental Term Lenders and/or Incremental Revolving Lenders.

“Incremental Commitment” means Incremental Term Commitments and Incremental Revolving Commitments.

“Incremental Facility” means (a) each Incremental Term Commitment and Incremental Term Loan and (b) each Incremental Revolving Commitment.

“Incremental Lender” means the Incremental Revolving Lenders and/or Incremental Term Lenders, as the context may require.

“Incremental Loans” means Incremental Term Loans and Incremental Revolving Loans.

“Incremental Revolving Commitments” shall have the meaning assigned to such term in Section 2.23(a).

“Incremental Revolving Lender” means a Lender with an Incremental Revolving Commitment or an outstanding Incremental Revolving Loan.

“Incremental Revolving Loans” means Revolving Loans made by one or more Lenders to the Borrower pursuant to Section 2.04(b) and/or the Incremental Assumption Agreement. Incremental Revolving Loans may be made in the form of additional Revolving Loans.

“Incremental Term Commitments” shall have the meaning assigned to such term in Section 2.23(a).

“Incremental Term Facility Maturity Date” means, with respect to any series or tranche of Incremental Term Loans established pursuant to an Incremental Assumption Agreement, the maturity date for such Incremental Term Loans as set forth in such Incremental Assumption Agreement.

“Incremental Term Lender” means a Lender with an Incremental Term Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loans” means Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.01(b) and/or the Incremental Assumption Agreement. Incremental Term Loans may be made in the form of additional Initial Term Loans or, to the extent provided for in the relevant Incremental Assumption Agreement, Other Term Loans.

“Indebtedness” means, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than (x) trade payables, Taxes and accrued liabilities incurred in the ordinary course of such Person’s business and (y) earn-outs and any sums for which such Person is obligated pursuant to noncompetition arrangements entered into in connection with any acquisition (including Permitted Acquisitions)), which purchase price is (i) due more than six months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument, (c) all obligations of such Person evidenced by loan agreements, notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but only to the extent of the fair market value of such property subject to such Lien, (i) all net obligations of such Person in respect of Hedge Agreements and (j) all obligations of such Person in respect of Disqualified Capital Stock. “Indebtedness” shall not include the obligations or liabilities of any Person in respect of any of its Qualified Capital Stock nor the obligations of any Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on the Closing Date.

“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 (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.03(b).

“Information” shall have the meaning assigned to such term in Section 3.12(a).

“Initial Loans” means Initial Revolving Loans and Initial Term Loans.

“Initial Revolving Commitment” means the commitments as of the Closing Date of any Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and any Incremental Revolving Commitments deemed to be of the same Class as the Initial Revolving Commitments pursuant to Section 2.23(b). The amount of each Lender’s Initial Revolving Commitment is set forth on the Revolving Loan Commitment Schedule. The aggregate amount of the Initial Revolving Commitments as of the Closing Date is $30,000,000.

“Initial Revolving Loan” means a Loan made by a Lender to the Borrower in respect of an Initial Revolving Commitment pursuant to Section 2.05 or Section 2.23.

“Initial Term Loan Commitment” means the commitments as of the Closing Date of any Lender to make the Initial Term Loans pursuant to Section 2.01(a), and any Incremental Term Commitments deemed to be of the same Class as the Initial Term Loan Commitments pursuant to Section 2.23(b). The amount of each Lender’s Initial Term Loan Commitment is set forth on the Term Loan Commitment Schedule. The aggregate amount of the Initial Term Loan Commitments as of the Closing Date is $165,000,000.

“Initial Term Loans” means (a) the Initial Term Loans made on the Closing Date pursuant to Section 2.01(a) and (b) any Incremental Term Loans deemed to be of the same Class as the Initial Term Loans pursuant to Section 2.23(g).

“Insolvency Laws” means the Bankruptcy Code and any other applicable insolvency, winding-up, corporate arrangement, restructuring, examinership or reorganization or other similar law of any jurisdiction now or hereafter in effect including any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it (including, without limitation, Annexes A and B of Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings).

“Intellectual Property” shall have the meaning assigned to such term in Section 3.05(d).

“Interest Election Request” means a request by the Borrower in the form of Exhibit F hereto or such other form reasonably acceptable to the Administrative Agent to convert or continue a Borrowing in accordance with Section 2.09.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each of March, June, September and December and the applicable Maturity Date and (b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (2) the Maturity Date and (c) with respect to any Term Benchmark Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Approved Currency ), as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period 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 Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (c) the Interest Period immediately following the Closing Date may, at the Borrower’s election and subject to prior written consent by all required Lenders and the Administrative Agent, be for a period of less than one month, and (d) no tenor that has been removed from this definition pursuant to Section 2.16(d) shall be available for specification in such Borrowing Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” shall have the meaning assigned to such term in Section 6.08.

“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit I.

“Issuing Bank” means (a) JPMorgan, together with its successors and permitted assigns in such capacity and (b) each other Letter of Credit issuer appointed pursuant to Section 2.08(h); provided that, notwithstanding anything herein to the contrary, no Issuing Bank shall be required to issue commercial letters of credit unless it otherwise agrees in its sole discretion. Reference to the “Issuing Bank” shall, unless context otherwise requires, be references to the Issuing Bank that issues such Letter of Credit.

“Issuing Country” shall have the meaning assigned to such term in Section 9.25(a).

“Joinder Agreement” shall have the meaning assigned to such term in Section 5.11(a).

“Joint Venture” means any Person, other than Holdings, the Borrower or any wholly-owned Subsidiary of Holdings, in which the Borrower or any Restricted Subsidiary holds or acquires ownership interest (whether by way of capital stock, partnership or limited liability company interest, or other evidence of ownership).

“JPMorgan” means JPMorgan Chase Bank, N.A.

“Junior Financing” means (a) any Indebtedness that is secured by a Lien on the Collateral on a junior basis with respect to the Liens securing the Obligations, (b) any Indebtedness that is unsecured and (b) any Subordinated Indebtedness.

“Junior Lien Intercreditor Agreement” means a “junior” intercreditor agreement among the Collateral Agent and one or more Senior Representatives (and acknowledged by the Loan Parties) for holders of Permitted Second Priority Refinancing Debt or other Indebtedness permitted by Section 6.02 and secured by Liens permitted by Section 6.03 in form and substance reasonably satisfactory to the Collateral Agent.

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Term Loan, any Incremental Revolving Loan, any Refinancing Term Loan, any Refinancing Revolving Loan, any Extended Revolving Loan, Extended Revolving Commitment or any Extended Term Loan, in each case as extended in accordance with this Agreement from time to time.

“LCA Election” shall have the meaning assigned to such term in Section 1.07(g).

“LCA Test Date” shall have the meaning assigned to such term in Section 1.07(g).

“Lead Arrangers” means JPMorgan Chase Bank, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada.

“Lender Indemnitee” shall have the meaning assigned to such term in Section 9.03.

“Lenders” means the Term Lenders and the Revolving Lenders. For the purposes of Section 8.03, the term “Lenders” includes the Swing Line Lender and the Issuing Banks.

“Letter of Credit” means (i) a commercial or standby letter of credit issued or to be issued by the Issuing Bank pursuant to this Agreement and (ii) each Existing Letter of Credit. A Letter of Credit may be issued in Dollars or in any Designated Foreign Currency.

“Letter of Credit Sublimit” means the lesser of (a) $10,000,000 and (b) the aggregate unused amount of the Revolving Commitments then in effect. The Letters of Credit shall be available from time to time on or after the Closing Date in any Approved Currencies.

“Letter of Credit Usage” means, as at any date of determination, the sum of (a) the maximum aggregate amount which is (or, other than in respect of the payment of Letter of Credit fees, at any time thereafter may become) available for drawing under all Letters of Credit then outstanding and (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Bank and not theretofore reimbursed by or on behalf of the Borrower. The Letter of Credit Usage of any Revolving Lender at any time shall be its Applicable Percentage of the total Letter of Credit Usage at such time. 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 International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“Leverage Ratios” means the First Lien Leverage Ratio, the Secured Leverage Ratio and the Total Leverage Ratio.

“Lien” means any lien, mortgage, pledge, assignment, security interest, hypothec, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

“Limited Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, which Holdings, the Borrower or one or more of its Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition Holdings’, the Borrower’s or such Restricted Subsidiary’s, as applicable, obligation to close such acquisition on the availability of, or on obtaining, third-party financing.

“Loan Documents” means this Agreement, any promissory notes issued pursuant to this Agreement, the Collateral Documents and any other document designated in writing by the Borrower and the Administrative Agent as a “Loan Document”. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto.

“Loan Guarantor” means Holdings and each Subsidiary Guarantor.

“Loan Guaranty” means Article 10 of this Agreement.

“Loan Parties” means Holdings, the Borrower and each Subsidiary Guarantor.

“Loans” means the Term Loans and the Revolving Loans.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, (b) the rights and remedies of any Agent or any Lender under any Loan Document or (c) the ability of the Loan Parties, taken as a whole, to perform their payment obligations under any Loan Document.

“Material Indebtedness” means Indebtedness with an aggregate principal amount of the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time.

“Material Real Estate Asset” means any fee-owned Real Estate Asset acquired by any Loan Party after the Closing Date having a net book value (as reasonably determined by the Borrower), in excess of $10,000,000 as of the date of acquisition thereof.

“Maturity Date” means (a) with respect to the Initial Term Loans, the fifth anniversary of the Closing Date (the “Term Loan Maturity Date”), (b) with respect to any Class of Revolving Loans, the applicable Revolving Commitment Termination Date, (c) with respect to any tranche of Extended Term Loans or Extended Revolving Commitments, the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender or Lenders, (d) with respect to any Refinancing Loans, the final maturity date as specified in the applicable Refinancing Amendment and (e) with respect to any Other Term Loans, the applicable Incremental Term Facility Maturity Date; provided that if any such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Incremental Amount” means, at any date of determination, the sum of (a)(i) the greater of $15,000,000 and 25.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period minus (ii) the aggregate principal amount of Incremental Term Loans or Incremental Revolving Commitments made or effected pursuant to Section 2.23(a) prior to such date minus (iii) the aggregate principal amount of Indebtedness incurred pursuant to Section 6.02(ee) and Section 6.02(gg) plus (iv)(x) the aggregate amount of voluntary prepayments of Term Loans, Refinancing Term Loans and Indebtedness incurred pursuant to Section 6.02(ee) and Section 6.02(gg) including purchases by Holdings, the Borrower or its Subsidiaries at or below par, in which case the amount of voluntary prepayments shall be deemed to be the actual purchase price, and/or permanent reductions of Revolving Commitments made prior to the date of any such incurrence, in each case to the extent secured on a pari passu basis on the Collateral with the Facilities, other than to the extent financed with proceeds of long-term Indebtedness (clause (a), the “Fixed Incremental Amount”) plus (b) assuming that the full amount of such Incremental Facility has been incurred, the Total Leverage Ratio on a Pro Forma Basis and after giving effect to the application of proceeds thereof, as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or Section 5.01(b), does not exceed 2.50:1.00; provided that any Incremental Facility may be established or incurred under any of clause (a) or (b) above in the Borrower’s sole discretion (except that any amount incurred under clause (a)(iii) above shall be deemed to have been incurred prior to any amount incurred under clause (b)), and absent any election, will be deemed under clause (b) to the extent the applicable incurrence ratio has been satisfied; provided further that if Borrower incurs Indebtedness using the Fixed Incremental Amount on the same date it incurred Indebtedness using the ratios set forth in clause (b) above, each ratio will be calculated, as applicable, without regard to any incurrence of Indebtedness under the Fixed Incremental Amount.

“Maximum Liability” shall have the meaning assigned to such term in Section 10.09.

“Maximum Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable law which may hereafter be in effect and which allows a higher maximum nonusurious interest rate than applicable law now allows.

“MFN Adjustment” shall mean, with respect to any Indebtedness, that such Indebtedness is subject to the Provisions of Section 2.23(c) as though such Indebtedness were incurred as an Incremental Term Loan Facility.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of Cash or Deposit Account balances, (a) if the Revolving Commitments have been terminated, an amount equal to 105% of the Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time and (b) otherwise, 100% and (ii) otherwise, in a manner determined by the Administrative Agent and the Issuing Bank in their sole reasonable discretion and in amounts determined in accordance with clause (i).

“Minimum Extension Condition” shall have the meaning assigned to such term in Section 2.25(b).

“Model” means the financial model, dated February 15, 2024, provided to the Lead Arrangers prior to the Closing Date.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Mortgaged Properties” means each parcel of Material Real Estate Assets and improvements thereto with respect to which a Mortgage is required to be granted pursuant to Section 5.11.

“Mortgages” means any mortgage, charge, hypothec, deed of trust or other agreement which conveys or evidences a Lien in favor of the Collateral Agent, for the benefit of the Collateral Agent and the Lenders, on fee owned Material Real Estate Assets of a Loan Party.

“Multiemployer Plan” means any Employee Benefit Plan that is subject to ERISA which is a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a customary “managements’ discussion and analysis” report describing the operations of Holdings and its Subsidiaries for the applicable Fiscal Quarter or Fiscal Year and, with respect to periods ending on and after December 31, 2024, for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (a) any Cash payments or proceeds (including Cash Equivalents) received by Holdings, the Borrower or any Restricted Subsidiary (i) under any casualty insurance policy (excluding any business interruption insurance policy) in respect of a covered loss thereunder of any assets of Holdings, the Borrower or any Restricted Subsidiary or (ii) as a result of the taking of any assets of Holdings, the Borrower or any Restricted Subsidiary by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual and reasonable costs incurred by Holdings, the Borrower or any Restricted Subsidiary in connection with the adjustment, settlement or collection of any claims of Holdings, the Borrower or such Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a prior Permitted Lien on the assets in question, (iii) in the case of a taking, the reasonable costs of putting any affected property in a safe and secure position, (iv) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (a)(ii) of this definition, including any Taxes payable in connection therewith, (v) in the case of any such proceeds received by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Insurance/Condemnation Proceeds thereof attributable to minority interests and not available for distribution to or for the account of Holdings, the Borrower or a wholly-owned Restricted Subsidiary as a result thereof and (vi) proceeds required to restore any portion of a Real Estate Asset under the terms of a lease or otherwise required to be paid over to a landlord under a lease; provided, however, that, if the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent promptly following receipt thereof setting forth the Borrower’s intent to reinvest (including through Permitted Acquisitions and other permitted investments) such proceeds in productive assets (other than ordinary course current assets, it being understood that such limitation shall not apply to the acquisition of any Person, line of business or division) of a kind then used or usable in the business of the Borrower, Holdings and its Restricted Subsidiaries within 365 days of receipt of such proceeds, such proceeds shall not constitute Net Insurance/Condemnation Proceeds except to the extent not so used or contractually committed with a third party to be so used (it being understood that if any portion of such proceeds are not so used within such 365 day period but within such 365 day period are contractually committed with a third party to be used within the period that is 180 days from the end of such 365 day period, then upon the termination of such contract, such remaining portion shall be deemed to be Net Insurance/Condemnation Proceeds as of the date of such termination without giving effect to this proviso).

“Net Proceeds” means (a) with respect to any Asset Sale, the Cash proceeds (including Cash Equivalents and Cash proceeds subsequently received (as and when received) in respect of non-Cash consideration initially received), net of (i) selling costs and expenses (including reasonable broker’s fees or commissions, legal fees, deed or mortgage recording Taxes, transfer and similar Taxes), (ii) Taxes paid or reasonably estimated (by the Borrower’s good faith estimate) to be paid or payable in connection with such sale (including, where the proceeds are realized by a Restricted Subsidiary of Holdings, any incremental foreign, state and/or local income and withholding Taxes imposed as a result of distributing (or the deemed distribution of) the relevant proceeds from any Restricted Subsidiary to Holdings, the Borrower or any Restricted Subsidiary), (iii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve and not used to satisfy such liabilities or obligations, such amounts shall constitute Net Proceeds), (iv) the principal amount, premium or penalty, if any, interest and other amounts payable on any Indebtedness for borrowed money which is secured by a prior Permitted Lien on the asset sold in such Asset Sale (other than the Loans and any such Indebtedness assumed by the purchaser of such asset), (v) Cash escrows (until released from escrow to Holdings, the Borrower or any Restricted Subsidiary) from the sale price for such Asset Sale and (vi) in the case of any such proceeds received by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof attributable to minority interests and not available for distribution to or for the account of Holdings, the Borrower or a wholly-owned Restricted Subsidiary as a result thereof; provided, however, that, if the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent promptly following receipt thereof setting forth the Borrower’s intent to reinvest (including through Permitted Acquisitions and other permitted investments (other than investments in Cash and Cash Equivalents)) such proceeds in productive assets (other than ordinary course current assets, it being understood that such limitation shall not apply to the acquisition of any Person, line of business or division) of a kind then used or usable in the business of the Borrower, Holdings and its Restricted Subsidiaries within 365 days of receipt of such proceeds, such proceeds shall not constitute Net Proceeds except to the extent not so used or contractually committed with a third party to be so used (it being understood that if any portion of such proceeds are not so used within such 365 day period but within such 365 day period are contractually committed with a third party to be used within the period that is 180 days from the end of such 365 day period, then upon the termination of such contract, such remaining portion shall be deemed to be Net Proceeds as of the date of such termination without giving effect to this proviso); provided, further, that if the amount of any estimated Taxes pursuant to clause (a)(ii) of this definition exceeds the amount of Taxes actually required to be paid in Cash in respect of such Asset Sale, the aggregate amount of such excess shall constitute Net Proceeds; and (b) with respect to any issuance or incurrence of Indebtedness or issuance of Capital Stock, the Cash proceeds thereof, net of all Taxes and customary fees, commissions, costs, underwriting discounts and other expenses incurred in connection therewith (including, where the proceeds are realized by a Restricted Subsidiary of Holdings, any incremental Taxes imposed as a result of distributing (or a deemed distribution of) the relevant proceeds from any Restricted Subsidiary to Holdings).

“Non-Consenting Lender” shall have the meaning assigned to such term in Section 9.02(f).

“Non-Debt Fund Affiliate” means any Affiliate of Holdings other than any (a) subsidiary of Holdings, (b) Debt Fund Affiliate or (c) natural person.

“Non-Defaulting Lenders” means all Lenders other than Defaulting Lenders.

“Non-Guarantor Subsidiary” means each Restricted Subsidiary of Holdings (other than the Borrower) that is not a Subsidiary Guarantor.

“Non-Paying Guarantor” shall have the meaning assigned to such term in Section 10.10.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligated Party” shall have the meaning assigned to such term in Section 10.02.

“Obligations” means all unpaid principal of and accrued and unpaid interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, all Revolving Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Issuing Banks, the Swing Line Lender, the Agents or any indemnified party arising under the Loan Documents whether direct or indirect (including those required by assumption), absolute, contingent, due or to become due, now existing or hereafter arising.

“Obligee Guarantor” shall have the meaning assigned to such term in Section 10.06.

“OFAC” shall have the meaning assigned to such term in Section 3.18.

“Officer’s Certificate” means, as applied to any Person, a certificate executed on behalf of such Person by the chairman of the board (if an officer), president or any vice president, the chief financial officer, the treasurer, any manager or any other individual with responsibility similar to the foregoing.

“Optional Prepayment Notice” means an Optional Prepayment Notice substantially in the form of Exhibit K.

“Organizational Documents” means (a) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization, association, amalgamation, merger or continuance, its letter patent or other constituent documents, and its by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement and (d) with respect to any limited liability company, its articles of organization or certificate of formation, and its operating agreement or limited liability company agreement.

In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Applicable Indebtedness” shall have the meaning assigned to such term in Section 2.13(c)(i).

“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 any and all present or future stamp, court, documentary, intangible, recording, filing or similar taxes, transfer taxes, or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance or enforcement or registration of, or from the receipt or perfection of a security interest under or otherwise with respect to, this Agreement or any other Loan Document, including any interest, additions to tax or penalties applicable thereto, excluding, however, such Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.21).

“Other Term Loan” shall have the meaning assigned to such term in Section 2.23(g).

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the NYFRB Rate and (ii) an overnight rate determined by the Administrative Agent, the Issuing Bank or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation and (b) with respect to any amount denominated in any Designated Foreign Currency, the rate of interest per annum at which overnight deposits in such Designated Foreign Currency in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market for such Designated Foreign Currency to major banks in such interbank market.

“Parent Company” means (a) Holdings and (b) any other Person of which the Borrower is a direct or an indirect wholly-owned Subsidiary.

“Participant” shall have the meaning assigned to such term in Section 9.04(c)(i).

“Participant Register” shall have the meaning assigned to such term in Section 9.04(c)(i).

“Participating Member State” shall mean any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Paying Guarantor” shall have the meaning assigned to such term in Section 10.10.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA.

“Permitted Acquisition” shall have the meaning assigned to such term in Section 6.08(h).

“Permitted First Priority Refinancing Debt” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (a) such Indebtedness may only be secured by assets consisting of Collateral on a pari passu basis (but without regard to the control of remedies) with the Initial Term Loans and/or Initial Revolving Commitments and the other pari passu Secured Obligations and may not be secured by any property or assets of Holdings, the Borrower or any Subsidiary Guarantor other than the Collateral (or assets that become Collateral in connection therewith), (b) such Indebtedness satisfies the requirements set forth in clauses (ii), (iii), (iv), (v) and (vi) of the first proviso in the definition of “Credit Agreement Refinancing Indebtedness”, (c) the security agreements relating to such Indebtedness are substantially the same as the applicable Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (d) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Subsidiary Guarantors (or Subsidiaries that become Subsidiary Guarantors in connection therewith) and (e) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the First Lien Intercreditor Agreement; provided that the Collateral Agent and the Senior Representative for such Indebtedness shall have executed and delivered the First Lien Intercreditor Agreement and it shall have been acknowledged by the Loan Parties.

“Permitted Investors” means the Sponsor Advised Funds and the existing investors listed on Schedule 1.01 hereto.

“Permitted Liens” means each Lien permitted pursuant to Section 6.03.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, exchange 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, replaced, exchanged or extended except (i) by an amount equal to unpaid accrued interest and premium (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such modification, refinancing, refunding, renewal, replacement, exchange or extension and (ii) by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted pursuant to Section 6.02, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.02(l), the Indebtedness resulting from such modification, refinancing, refunding, renewal, replacement, exchange 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, replaced, exchanged or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.02(l), at the time thereof, no Default shall have occurred and be continuing, (d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is Indebtedness permitted pursuant to Section 6.02(v) (other than Permitted First Priority Refinancing Debt) or (gg) or is otherwise a Junior Financing, (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is subordinated in right of payment or in lien priority to the Secured Obligations, the Indebtedness resulting from such modification, refinancing, refunding, renewal, replacement, exchange or extension is subordinated in right of payment or in lien priority, as applicable, to the Obligations on terms at least as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended and (ii) the other terms and conditions (excluding pricing and prepayment or redemption terms) are substantially identical to, or, taken as a whole, no more favorable to the lenders providing such Indebtedness than the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, or such terms and conditions are on then-current market terms for such type of Indebtedness; provided that a certificate of a Responsible Officer delivered to the Administrative Agent stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (e) if such Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is unsecured, the Indebtedness (including any guarantees thereof) resulting from such modification, refinancing, refunding, renewal, replacement, exchange or extension shall be unsecured, and (f) such Indebtedness is not secured by any additional property or collateral other than (i) property or collateral (and improvements thereto) securing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, (ii) after-acquired property that is affixed or incorporated into the property covered by the lien securing such Indebtedness and (iii) proceeds and products thereof. When used with respect to any specified Indebtedness, “Permitted Refinancing” means the Indebtedness incurred to effectuate a Permitted Refinancing of such specified Indebtedness.

“Permitted Repricing Amendment” shall have the meaning assigned to such term in Section 9.02(b).

“Permitted Second Priority Refinancing Debt” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (a) such Indebtedness may only be secured by assets consisting of Collateral on a second lien basis with the Initial Term Loans and/or Initial Revolving Commitments and the other pari passu Secured Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, and may not be secured by any property or assets of Holdings, the Borrower or any Subsidiary Guarantor other than the Collateral (or assets that become Collateral in connection therewith), (b) such Indebtedness satisfies the requirements set forth in clauses (ii), (iii), (iv), (v) and (vi) of the first proviso in the definition of “Credit Agreement Refinancing Indebtedness”, (c) the security agreements relating to such Indebtedness reflect the second lien nature of the security interests and are otherwise substantially the same as the applicable Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (d) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Subsidiary Guarantors (or Subsidiaries that become Subsidiary Guarantors in connection therewith), and (e) the Collateral Agent and the Senior Representative for such Indebtedness shall have executed and delivered the Junior Lien Intercreditor Agreement, and it shall have been acknowledged by the Loan Parties.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of unsecured notes or loans; provided that (a) such Indebtedness satisfies the requirements set forth in clauses (ii), (iii), (iv), (v) and (vi) of the first proviso in the definition of “Credit Agreement Refinancing Indebtedness” and (b) subject to the second proviso to the definition of “Credit Agreement Refinancing Indebtedness”, such Indebtedness does not mature prior to the date that is ninety-one (91) days after the maturity date of the applicable Refinanced Debt, (c) such Indebtedness (including any guarantee thereof) is not secured by any Lien on any property or assets of Holdings, the Borrower or any Subsidiary and (d) if such Indebtedness is Subordinated Indebtedness, such Indebtedness shall be subordinated to the Obligations in a manner that is either consistent with market subordination terms as of the time of incurrence for high-yield subordinated loans or debt securities or otherwise reasonably acceptable to the Administrative Agent.

“Person” means any natural person, corporation, limited liability company, unlimited liability company, trust, Joint Venture, association, company, partnership, company limited by shares, Governmental Authority or any other entity.

“Pounds Sterling” shall mean British Pounds Sterling or any successor currency in the United Kingdom.

“Prepayment Minimum” means, with respect to a payment of Loans or a reduction in Commitments, as the case may be, (a) with respect to Term Loans or Term Loan Commitments, $1,000,000, (b) with respect to Revolving Loans or Revolving Commitments denominated in Dollars, $1,000,000 and (c) with respect to Revolving Loans or Revolving Commitments denominated in any other Designated Foreign Currency, as the Administrative Agent and the Borrower shall agree.

“Prepayment Multiple” means, with respect to a payment of Loans or a reduction in Commitments, as the case may be, (a) with respect to Term Loans or Term Loan Commitments, $1,000,000, (b) with respect to Revolving Loans or Revolving Commitments denominated in dollars, $100,000 and (c) with respect to Revolving Loans or Revolving Commitments denominated in any other Designated Foreign Currency, as the Administrative Agent and the Borrower shall agree.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Board (as determined by the Administrative Agent).

“Pro Forma Basis” means, for purposes of calculating the financial covenants set forth in Section 6.01, any Leverage Ratio or any other financial ratio or test (including Consolidated Total Assets and Consolidated Adjusted EBITDA), such calculation shall be made in accordance with Section 1.07.

“Pro Rata Share” means, with respect to each Lender of a given Class at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments (or, if Commitments have been terminated, the principal amount of the Loans or Revolving Extensions of Credit, as applicable) of such Class of such Lender at such time and the denominator of which is the amount of the aggregate Commitments (or, if the Commitments have been terminated, the principal amount of the Loans or Revolving Extensions of Credit, as applicable) of such Class at such time.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Qualified Capital Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying IPO” has the meaning specified in the definition of “Change of Control”.

“Real Estate Asset” means, at any time of determination, as to any Person any interest (fee, leasehold or otherwise) in real or immovable property then owned by such Person.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if RFR, then four RFR Business Days prior to such setting

“Refinance” means, in respect of any Indebtedness, to refinance, redeem, defease, refund, extend, renew or repay any Indebtedness with the proceeds of other Indebtedness, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part; “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinanced Debt” shall have the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness.”

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent, (c) each Additional Lender and (d) each existing Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.24.

“Refinancing Loans” means Refinancing Revolving Loans and Refinancing Term Loans.

“Refinancing Revolving Commitments” means one or more Classes of Revolving Commitments hereunder that result from a Refinancing Amendment.

“Refinancing Revolving Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.

“Refinancing Term Loan Commitments” means one or more Classes of Term Loan Commitments hereunder that result from a Refinancing Amendment.

“Refinancing Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“Refunded Swing Line Loans” shall have the meaning assigned to such term in Section 2.07(b)(iv).

“Register” shall have the meaning assigned to such term in Section 9.04(b)(iv).

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act (or any comparable law in any applicable jurisdiction), substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC and/or any comparable agency in any applicable jurisdiction.

“Regulation D” means Regulation D of the Board.

“Regulation H” means Regulation H of the Board.

“Regulation T” means Regulation T of the Board.

“Regulation U” means Regulation U of the Board.

“Regulation X” means Regulation X of the Board.

“Related Funds” means with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed or advised by such Lender, the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective employees, directors, officers, partners, trustees, agents, receiver appointed pursuant to a Collateral Document and successors and permitted assigns of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the environment (including the abandonment or disposal of any barrels, tanks, containers or other closed receptacles containing or previously containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto and (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto.

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, Term SOFR, (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Rate, (iii) or with respect to any RFR Borrowing, SONIA, in each case, as applicable.

“Reimbursement Date” shall have the meaning assigned to such term in Section 2.08(d).

“Repayment Date” shall have the meaning assigned to such term in Section 2.11(a).

“Required Lenders” means, as of any date of determination, subject to the provisions of Section 9.04(h) and Section 2.26, Lenders having more than 50% of the sum of all outstanding Loans and unused Commitments at such time, but excluding Loans and unused Commitments held by Defaulting Lenders; provided that, at any time there are two or more unaffiliated Lenders, “Required Lenders” shall include at least two unaffiliated Lenders.

“Required Revolving Lenders” means, at any time with respect to the Revolving Facility, the holders of more than 50% of the Total Revolving Exposure at such time, but excluding Revolving Exposure held by Defaulting Lenders.

“Requirements of Law” means, with respect to any Person, collectively, the Organizational Documents of such Person and the common law, civil law and all federal, state, provincial, territorial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, by-laws, directives, ordinances, orders, judgments, writs, injunctions, decrees (including any requirements under any Environmental Laws and ERISA and any administrative or judicial precedents or authorities which for the avoidance of doubt shall include the USA PATRIOT Act, United States Foreign Corrupt Practices Act of 1977, Regulation H and OFAC), Governmental Authorizations and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” of any Person means the chief executive officer, the president, any vice president, the chief operating officer or any Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement, and, as to any document delivered on the Closing Date (but subject to the express requirements set forth in Article 4), shall include any secretary or assistant secretary of a Loan Party.

“Restricted” means, when referring to Cash or Cash Equivalents of Holdings and its Restricted Subsidiaries, that such Cash or Cash Equivalents (a) appear (or would be required to appear) as “restricted” on the consolidated balance sheet of the Borrower (unless such appearance is related to the Liens permitted hereunder other than consensual Liens which either are on assets which do not constitute Collateral or rank prior to the Liens in favor of the Secured Parties on the Collateral), (b) are subject to any Lien in favor of any Person other than (i) the Collateral Agent for the benefit of the Secured Parties and (ii) other Liens permitted hereunder other than consensual Liens which either are on assets which do not constitute Collateral or rank prior to the Liens in favor of the Secured Parties on the Collateral, (c) are not otherwise generally available for use by such Person or (d) with respect to any incurrence of Indebtedness for which compliance with a Leverage Ratio is being determined on a Pro Forma Basis, do not constitute proceeds from such incurrence of Indebtedness (other than, for purposes of determining the ability to incur any Incremental Revolving Commitments, the proceeds of such Incremental Revolving Loans borrowed at the time of determination of such Leverage Ratio).

“Restricted Amount” shall have the meaning assigned to such term in Section 2.13(h).

“Restricted Payment” shall have the meaning assigned to such term in Section 6.05.

“Restricted Subsidiary” means any Subsidiary of Holdings or the Borrower, as the context requires (or, if so specified, a Loan Party) other than any Unrestricted Subsidiary.

“Reuters” means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.

“Revaluation Date” shall mean (a) with respect to any Loan denominated in any Designated Foreign Currency, each of the following: (i) the date of the Borrowing of such Loan and (ii) (A) with respect to any Term Benchmark Loan, each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement and (B) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month); (b) with respect to any Letter of Credit denominated in an Designated Foreign Currency, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may determine at any time when an Event of Default exists.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Revolving Lender’s Revolving Commitment, if any, is set forth on the Revolving Loan Commitment Schedule, the applicable Assignment and Assumption, an Incremental Assumption Agreement, a Refinancing Amendment or an Extension, as applicable, subject to any adjustment or reduction pursuant to the terms and conditions hereof.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means, with respect to any Class of Revolving Commitments, the earliest to occur of (a)(i) in the case of the Revolving Facility in respect of the Initial Revolving Commitments, the fifth anniversary of the Closing Date, (ii) in the case of any Extended Revolving Commitments, the date specified in the applicable Extension and (iii) in the case of any Refinancing Revolving Commitments, the date specified in the relevant Refinancing Amendment, (b) the date the Revolving Commitments of such Class are permanently reduced to zero pursuant to Section 2.12, and (c) the date of the termination of the Revolving Commitments pursuant to Article 7.

“Revolving Exposure” means, with respect to any Revolving Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Revolving Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, that Revolving Lender’s Revolving Extensions of Credit.

“Revolving Extensions of Credit” means, with respect to any Revolving Lender as of any date of determination, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of the Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“Revolving Facility” means, at any time, the aggregate Revolving Lenders’ Revolving Commitments at such time. The Revolving Facility shall be available to be drawn from time to time on or after the Closing Date in U.S. Dollars, Euros, Pounds Sterling.

“Revolving Facility Commitment Fee” means (a) with respect to the Initial Revolving Commitments, 0.50% per annum and (b) with respect to any Extended Revolving Commitments or Refinancing Revolving Commitments, the amount specified in the applicable Extension Offer or Refinancing Amendment, as the case may be.

“Revolving Lenders” means, at any time, any Lender that has a Revolving Commitment or a Revolving Loan at such time.

“Revolving Loan” means the Initial Revolving Loans, any Extended Revolving Loans and any Refinancing Revolving Loans.

“Revolving Loan Commitment Schedule” means Schedule 2.01B attached hereto.

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Business Day” means, for any Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.

“RFR Loan” means a Loan that bears interest at a rate based on SONIA.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by Holdings, the Borrower or any Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by Holdings, the Borrower or such Subsidiary to such Person in contemplation of such leasing.

“Scheduled Loan Repayment” shall have the meaning assigned to such term in Section 2.11(a).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of its functions.

“Secured Banking Services Obligations” means all Banking Services Obligations of any Loan Party or any Restricted Subsidiary under arrangements for Banking Services that (a) are in effect on the Closing Date with a counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or in connection with the initial syndication of the Loans or (b) are entered into after the Closing Date with any counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender at the time such arrangement is entered into.

“Secured Hedging Obligations” means all Hedging Obligations under each Hedge Agreement that is entered into by any Loan Party or any Restricted Subsidiary that (a) is in effect on the Closing Date or (b) is entered into after the Closing Date and, in each case, has been specifically designated as such to the Administrative Agent in writing by the Borrower as “Secured Hedging Obligations”. As of the Closing Date, each of the Hedge Agreements listed on Schedule 1.01A are hereby specifically designated to the Administrative Agent as Secured Hedging Obligations.

“Secured Leverage Ratio” means, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day (other than any portion thereof which is unsecured) over (ii) an amount equal to the Unrestricted Cash and Cash Equivalents of Holdings and the Restricted Subsidiaries on such date to (b) Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis for such period.

“Secured Obligations” means all Obligations, together with all Secured Banking Services Obligations and all Secured Hedging Obligations; provided that the “Secured Obligations” shall exclude any Excluded Swap Obligations.

“Secured Party” means (a) each Lender, (b) each Issuing Bank, (c) the Collateral Agent, (d) the Administrative Agent, (e) each Person (other than a Loan Party) to whom any Secured Banking Services Obligations or any Secured Hedging Obligations are owed, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the permitted successors and assigns of each of the foregoing.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing; provided that “Securities” shall not include any earnout agreement or obligation or any employee bonus or other incentive compensation plan or agreement.

“Securities Act” means the Securities Act of 1933, and the rules and regulations of the SEC promulgated thereunder.

“Senior Representative” means, with respect to any series of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Similar Business” means a business, the majority of whose revenues are derived from the activities of the Borrower, Holdings and the Restricted Subsidiaries as of the Closing Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.

“Solvency Certificate” means a certificate signed by a Financial Officer of Holdings in the form of Exhibit H.

“Solvent” when used with respect to any Person, means that, as of any date of determination (a) the sum of the “fair value” of the assets of such Person will, as of such date, exceed the sum of all debts (including contingent liabilities) of such Person as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability (including contingent liabilities) on existing debts of such Person as such debts become absolute and matured, as such quoted term is determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct any business in which it is or is about to become engaged and (d) such Person has not incurred and does not intend to incur, or believe or reasonably should believe that it will incur, debts (including contingent obligations and contingent liabilities) beyond its ability to pay as they mature. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day. At no time shall SONIA be less than the Floor.

“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“SPC” shall have the meaning assigned to such term in Section 9.04(e).

“Specialty Subsidiary” means a Subsidiary that is (a) a captive insurance subsidiary, (b) a not-for-profit entity established for recognized charitable purposes, (c) any Unrestricted Subsidiary, (d) any Subsidiary that is prohibited by law, regulation or Contractual Obligation from guaranteeing the Secured Obligations or suffering a pledge of its Capital Stock to secure the Secured Obligations or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such guaranty or to suffer such pledge (including under any financial assistance, corporate benefit or thin capitalization rule) (provided that such prohibition is not the result of a Contractual Obligation that arose solely in contemplation of such Subsidiary satisfying this definition), (e) special purpose entities (including securitization subsidiaries) and (f) any Subsidiary to the extent that the burden or cost (including any material adverse Tax consequences) of obtaining a guaranty by or pledge of the Capital Stock of, outweighs the benefit afforded thereby as reasonably determined by the Collateral Agent and the Borrower.

“Specified Equity Contribution” shall have the meaning assigned to such term in Section 6.01(c).

“Specified Jurisdiction” shall have the meaning assigned to such term in Section 9.09(b).

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.13).

“Sponsor” means Permira Advisers, LLC, a New York limited liability company.

“Sponsor Advised Funds” means any investment fund that is advised or controlled by the Sponsor or an Affiliate of the Sponsor.

“Sponsor Group” means the Sponsor and Sponsor Advised Funds.

“Spot Rate” means, in relation to the conversion of one currency into another currency, the spot rate of exchange for such conversion as quoted by the Administrative Agent at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at approximately close of business on the immediately preceding Business Day), and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Administrative Agent on the Business Day such conversion is to be made in accordance with its normal practice.

“Subject Transaction” means (a) any Disposition in respect of all or substantially all of the assets or all of the equity interests of any Subsidiary or of any business unit, line of business or division of the Borrower, Holdings or any of its Subsidiaries, (b) the Transactions, (c) any Permitted Acquisition, (d) any Investment that results in a Person becoming a Subsidiary of the Borrower or Holdings or (e) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, or any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.12.

“Subordinated Indebtedness” means any Indebtedness of any Loan Party expressly subordinated in right of payment to the Obligations.

“subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, Joint Venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that Person of a combination thereof; provided that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Subsidiary” means, as to any Person, each direct or indirect subsidiary of such Person. Unless otherwise specified herein, the term “Subsidiary” shall mean a Subsidiary of Holdings.

“Subsidiary Guarantor” means (a) each Restricted Subsidiary that executes this Agreement as a Loan Guarantor on the Closing Date and (b) each other Restricted Subsidiary that thereafter guarantees the Secured Obligations pursuant to the terms of this Agreement or any Joinder Agreement hereto, in each case, unless and until such Restricted Subsidiary ceases to be a Subsidiary Guarantor as a result of a transaction not prohibited hereby.

“Supported QFC” shall have the meaning assigned to such term in Section 9.24.

“Swap Obligations” means with respect to any Loan Guarantor 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.

“Swing Line Lender” means JPMorgan in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

“Swing Line Loan” means a Loan made by the Swing Line Lender to the Borrower pursuant to Section 2.07. All Swingline Loans shall be denominated in Dollars.

“Swing Line Sublimit” means the lesser of (a) $5,000,000 and (b) the aggregate unused amount of Revolving Commitments then in effect.

“Synthetic Lease Obligation” means the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease.

“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.

“TARGET Day” means any day on which T2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euros.

“Taxes” means any and all present and 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 in respect of the foregoing.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Term SOFR Rate or the EURIBOR Rate.

“Term Lenders” means the Persons listed on the Term Loan Commitment Schedule as Term Lenders and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Assumption Agreement, an Extension or a Refinancing Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or upon the satisfaction in full of the Term Loans held by such Person pursuant to the terms of this Agreement.

“Term Loan Commitment” means, with respect to each Lender, its Initial Term Loan Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.01(c) or (d), as applicable, or (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Assumption, (ii) an Incremental Assumption Agreement, (iii) a Refinancing Amendment or (iv) an Extension.

“Term Loan Commitment Schedule” means Schedule 2.01A attached hereto.

“Term Loan Maturity Date” shall have the meaning assigned to such term in the definition of Maturity Date.

“Term Loans” means the Initial Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans.

“Term SOFR” means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator; provided that at no time shall Term SOFR be less than 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 Determination Day” shall have the meaning assigned to such term in the definition of “Term SOFR Reference Rate”.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Test Period” means, as of any date of determination, the most recently completed four consecutive Fiscal Quarters of Holdings and its Restricted Subsidiaries ending on or prior to such date for which the consolidated financial statements of Holdings and its Restricted Subsidiaries have been (or were required to have been) delivered pursuant to Section 5.01(a) or (b).

“Total Leverage Covenant” means the financial covenant set forth in Section 6.01(a).

“Total Leverage Ratio” means, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day over (ii) an amount equal to the Unrestricted Cash and Cash Equivalents of Holdings and the Restricted Subsidiaries on such date to (b) Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis for such period.

“Total Revolving Exposure” means, at any time, the sum of the Revolving Exposure of all Revolving Lenders at such time.

“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing the Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (b) the aggregate principal amount of all outstanding Swing Line Loans and (c) the Letter of Credit Usage.

“Trade Date” means the date on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and/or obligations under this Agreement.

“Transaction Costs” means fees and expenses payable or otherwise borne by Holdings and its Subsidiaries in connection with the Transactions and the transactions contemplated thereby.

“Transactions” means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the making of the Borrowings hereunder, (b) the payment of the Transaction Costs and (c) the payment of the Closing Date Dividend.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Term SOFR or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form 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 Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“United States” and “U.S.” each means the United States of America.

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (b) any other obligation (including any guarantee) that is contingent in nature at such time; or (c) an obligation to provide collateral to secure any of the foregoing types of obligations, but excluding unripened or contingent obligations related to indemnification under Section 9.03 for which no written demand has been made.

“Unrestricted” means, when referring to Cash or Cash Equivalents, that such Cash or Cash Equivalents are not Restricted.

“Unrestricted Subsidiary” means any subsidiary of Holdings designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 5.12.

“U.S. Special Resolution Regimes” shall have the meaning assigned to such term in Section 9.24.

“U.S. Tax Compliance Certificate” shall have the meaning assigned to such term in Section 2.19(e)(iv).

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) 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. Pledge and Security Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, among Holdings, the other Loan Parties party thereto and the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties.

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, at any date, the quotient obtained by dividing (i) the sum of the products of the number of years (calculated to the nearest one-twelfth) from the date of determination to the date of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by (ii) the then outstanding principal amount of such Indebtedness.

“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.

Section 1.02          Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “Term Benchmark Loan” or a “RFR Borrowing”) or by Class and Type (e.g., a “Term Benchmark Revolving Loan” or an “RFR Revolving Loan”).

Section 1.03          Terms Generally. 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” to the extent not already specified. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, amendment and restatements, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise noted, (e) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the word “through” means “to and including”, and the words “to” and “until” mean “to (or until) but excluding”, (f) 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 Real Estate Assets, Cash, securities, accounts and contract rights and (g) a reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation. Where compliance with any provision herein or the other Loan Documents is determined by reference to the proceeds of any issuances of Capital Stock or capital contributions, such proceeds shall be deemed to be limited to such amount as was not previously (and is not concurrently being) applied in determining the permissibility of another transaction hereunder or under the Loan Documents.

Section 1.04          Effectuation of Transactions. Each of the representations and warranties of the Loan Parties contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

Section 1.05          Accounting Terms; GAAP; Currency.

(a)            Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP and all terms of an accounting or financial nature that are used in the computation of any covenant (including the computation of any financial covenant) set forth in any Loan Document shall be construed and interpreted in accordance with GAAP; provided that, in the event of any change in GAAP or the application thereof, from that applied in the preparation of the financial statements of the Borrower most recently delivered on or prior to the Closing Date that would affect the computation of any financial covenant, ratio, accounting definition or requirement set forth in this Agreement or any other Loan Document, if the Borrower or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrower shall negotiate in good faith, each acting reasonably (and without the requirement of any fee), to amend such financial covenant, ratio, accounting definition or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof; provided, further, that, until so amended as provided in the preceding proviso, (a) such financial covenant, ratio, accounting definition or requirement shall continue to be computed in accordance with GAAP or the application thereof without regard to such change and (b) the Borrower shall furnish to the Administrative Agent and the Lenders the financial statements required under this Agreement, and a reconciliation between such financial statements and the calculations of such financial covenant, ratio, accounting definition or requirement made before and after giving effect to such change in GAAP; provided that no amendment fee shall be payable in connection therewith. Notwithstanding any other provision contained herein, each financial covenant, ratio, accounting definition or requirement used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (x) any election under GAAP to value any Indebtedness or other liabilities of Holdings, the Borrower or any Subsidiary at “fair value”, as defined therein and (y) the adoption of Accounting Standards Update No. 2016-02 by the Financial Accounting Standards Board in February 2016 (“ASU 2016-02”) such that “Capital Lease Obligations” shall specifically exclude liabilities that were considered operating lease liabilities under GAAP prior to the adoption of ASU 2016-02.

(b)            Any calculation referring to financial statements that is required to be made during the period prior to the time any such statements are so delivered pursuant to Section 5.01(a) or (b) after the Closing Date shall be made by reference to the financial statements and pro forma financial statements delivered pursuant to Section 4.01(c).

(c)            For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, any requisite currency translation shall be based on the rate of exchange between the applicable currency and Dollars (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency reasonably acceptable to the Borrower and the Administrative Agent) in effect on the Business Day immediately preceding the date of such transaction (except for such other time periods as provided for in Section 6.02) or determination and shall not be affected by subsequent fluctuations in exchange rates.

(d)            On each Calculation Date, the Administrative Agent shall (a) determine the Spot Rate as of such Calculation Date with respect to each Designated Foreign Currency and (b) give written notice thereof to the Borrower. The Spot Rates so determined shall become effective on such Calculation Date, shall remain effective until the next succeeding Calculation Date, and shall for all purposes of this Agreement (other than any provision expressly requiring the use of a current Spot Rate and except for purposes of financial statements delivered by the Loan Parties hereunder or calculating financial ratios hereunder) be the Spot Rate employed in converting any amounts between Dollars and the applicable Designated Foreign Currency.

Section 1.06          Timing of Payment of Performance. Except as otherwise provided herein, when payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Section 1.07          Pro Forma Calculations.

(a)            Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Leverage Ratios, the Fixed Charge Coverage Ratio, the amount of Consolidated Total Assets and Consolidated Adjusted EBITDA) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.07.

(b)            For purposes of calculating any financial ratio or test, Subject Transactions that have been made by Holdings, the Borrower or any Restricted Subsidiary during the applicable period or subsequent to such period and prior to or simultaneously with the event for which such calculation is being made shall be calculated on a pro forma basis assuming that all such Subject Transactions (and the change in Consolidated Adjusted EBITDA resulting therefrom) had occurred on the first day of the applicable period and Consolidated Total Assets shall be calculated after giving effect thereto. If since the beginning of any such period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the Subsidiaries since the beginning of such period shall have made any Subject Transaction that would have required adjustment pursuant to this Section 1.07, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Subject Transaction occurred at the beginning of the applicable period.

(c)            Whenever pro forma effect is to be given to a Subject Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower (including the “run-rate” cost savings and synergies resulting from such Subject Transaction that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions), and any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent periods in which the effects thereof are expected to be realized); provided that, (i) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA for such period and (ii) any increase to Consolidated Adjusted EBITDA as a result of cost savings and synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA.

(d)            If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, an applicable interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Subsidiary may designate.

(e)            [Reserved].

(f)            [Reserved].

(g)            In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:

(i)            determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio; or

(ii)            testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated Adjusted EBITDA);

in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive acquisition agreement for a Limited Condition Acquisition is entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, after the LCA Test Date and at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, Investments, Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof).

In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, or that the representations and warranties be true and correct, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists or that the representations and warranties are true and correct, as applicable, on the date the definitive agreements for such Limited Condition Acquisition are entered into. If the Borrower has made an LCA Election, and any Default, Event of Default or specified Event of Default occurs, or any representations and warranties are not true and correct, following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing and that the representations and warranties shall be deemed to be true and correct for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.

Section 1.08          Determination of Compliance with Certain Covenants; Amounts. For purposes of determining compliance with any negative covenant set forth in Section 6.02, Section 6.03, Section 6.05, Section 6.06, or Section 6.08:

(a)            in the event that any Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing or Investment meets the criteria of more than one of the categories of permitted Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing or Investment described in Section 6.02, Section 6.03, Section 6.05, Section 6.06, or Section 6.08, respectively, the Borrower, in its sole discretion, may classify or reclassify such Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing or Investment, as the case may be (or any portion thereof), and will only be required to include the amount and type of such Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing, or Investment, as the case may be, being so reclassified in the permitted category of Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing, or Investment, as the case may be, to which such Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing, or Investment is being reclassified;

(b)            at the time of incurrence or permitted reclassification, the Borrower will be entitled to divide and classify Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing, or Investment, as the case may be, among the relevant categories of permitted Indebtedness, Lien, Restricted Payments, payments with respect to Junior Financing, or Investments, as the case may be; and

(c)            any amounts incurred under any dollar basket shall automatically be reclassified as incurred under the corresponding ratio basket to the extent of any ratio capacity within the same negative covenant.

Notwithstanding anything to the contrary in this Section 1.08, no re-classification between covenants (i.e. Indebtedness to Liens or Investments to Restricted Payments) shall be permitted.

Section 1.09          Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

Section 1.10          Rates. The Administrative Agent does not warrant or accept any 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 Alternate Base Rate, the Term SOFR Reference Rate Term SOFR, EURIBOR Rate, SONIA, or 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 Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, EURIBOR Rate, SONIA, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, EURIBOR Rate, SONIA, any alternative, successor or replacement rate (including any Benchmark Replacement) 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 Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, EURIBOR Rate, SONIA, or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the 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 or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.11      Exchange Rates, Currency Equivalents.

(a)            The Administrative Agent or the Issuing Bank, as applicable, shall determine the Dollar Equivalent amounts of Term Benchmark Borrowings or RFR Borrowings or Letter of Credit extensions denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any Agreed Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Issuing Bank, as applicable.

(b)            Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an Designated Foreign Currency, such amount shall be the Dollar Equivalent of such amount, as reasonably determined by the Administrative Agent or the Issuing Bank, as the case may be.

Article 2

THE CREDITS

Section 2.01          Term Loan Commitments. Subject to the terms and conditions set forth herein:

(a)            Each Term Lender with an Initial Term Loan Commitment, agrees, severally and not jointly, to make an Initial Term Loan to the Borrower on the Closing Date, in Dollars, in a principal amount equal to its Initial Term Loan Commitment as of the Closing Date. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

(b)            Each Incremental Term Lender agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount equal to its Incremental Term Commitment.

(c)            The Term Loan Commitments as of the Closing Date shall automatically terminate upon the making of the Term Loans on the Closing Date.

Section 2.02          Term Loans and Borrowings.

(a)            Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Type and Class made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Term Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)            Subject to Section 2.16, each Borrowing of Term Loans shall be comprised entirely of ABR Loans or Term Benchmark Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Term Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, (ii) such Term Benchmark Loan shall be deemed to have been made and held by such Lender, and the obligation of the Borrower to repay such Term Benchmark Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender, (iii) the making of such Term Benchmark Loan by such domestic or foreign branch or Affiliate of such Lender shall not result in any additional Tax liability to the Borrower, and (iv) in exercising such option, such Lender shall use reasonable efforts to minimize any increase in Term SOFR or increased costs to the Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.17 shall apply).

(c)            At the commencement of each Interest Period for any Term Benchmark Borrowing of Term Loans, such Borrowing shall comprise an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Each ABR Borrowing of Term Loans when made shall be in a minimum principal amount of the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess thereof; provided that an ABR Borrowing of Term Loans may be maintained in a lesser amount equal to the difference between the aggregate principal amount of all other Borrowings of Term Loans of the applicable Class and the total amount of Term Loans of such Class at such time outstanding. Borrowings of Term Loans of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five different Interest Periods in effect for SOFR Borrowings of Term Loans of any single Class at any time outstanding.

(d)            The Administrative Agent shall upon receipt of all requested funds, promptly make the Initial Term Loan to be made as part of the requested Borrowing available to the Borrower by wire transfer of immediately available funds to the location and number of the account set forth in the applicable Borrowing Request and in accordance with any flow of funds or other such letter of direction attached thereto.

(e)            Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to elect to convert or continue any Borrowing of Term Loans if the Interest Period requested with respect thereto would end after the relevant Maturity Date.

Section 2.03          Request for Term Loan Borrowings.

(a)            To request the making of the Term Loans hereunder, the Borrower shall notify the Administrative Agent of such request in writing by delivery (which may be by facsimile or electronic mail) of a Borrowing Request signed by the Borrower not later than 11:00 a.m., New York City time, (x) three (3) U.S. Government Securities Business Days before the proposed funding date with respect to Term Benchmark Loans (it being understood that any Borrowing Request for a Borrowing of Term Benchmark Loans on the Closing Date may be delivered by 11:00 a.m., New York City time on the Business Day prior to the Closing Date) and (y) on the proposed funding date (which shall be a Business Day) with respect to ABR Loans (or, in each case, such later time or date as shall be acceptable to the Administrative Agent; provided that, if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. A Borrowing Request delivered by facsimile (or electronic mail) shall be irrevocable upon confirmation of delivery; provided that, in each case, such notice may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)            the Class and the aggregate amount of the requested Term Loan;

(ii)            the date of the Borrowing, which shall be a Business Day;

(iii)            whether the Borrowing is to be an ABR Borrowing or a SOFR Borrowing;

(iv)            in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period;” and

(v)            the location and number of the Borrower’s account or any other designated account to which funds are to be disbursed.

(b)            If no election as to the Type of Borrowing is specified, then the requested Borrowing of Term Loans shall be an ABR Borrowing. If no Interest Period is specified with respect to any Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of the Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

(c)            Each Lender shall make the Initial Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, in an amount equal to such Lender’s Applicable Percentage of the aggregate principal amount of the Initial Term Loans made on the Closing Date. Upon receipt of all requested funds, the Administrative Agent shall make such funds available to the Borrower by wire transfer in accordance with the terms of the Borrowing Request.

(d)            Unless the Administrative Agent shall have received notice from a Lender prior to the Closing Date that such Lender will not make available to the Administrative Agent such Lender’s share of the Term Loan Borrowing on the Closing Date, the Administrative Agent may assume that such Lender has made such share available on the Closing Date in accordance with this Section 2.03 and may (but shall have no obligation to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender agrees to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the applicable Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Initial Term Loan, included in the Term Loan Borrowing on the Closing Date or the applicable date of Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower or any Loan Party may have against any Lender as a result of any default by such Lender hereunder.

Section 2.04          Revolving Commitments.

(a)            Subject to the terms and conditions set forth herein, during the Revolving Commitment Period, each Revolving Lender severally agrees to make Revolving Loans to the Borrower, in Approved Currencies, in an aggregate amount up to but not exceeding such Revolving Lender’s Revolving Commitment; provided that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the aggregate Revolving Commitments then in effect; provided, further, that each Revolving Loan shall be made as a part of a Borrowing consisting of Revolving Loans of the same Type made by the Revolving Lenders ratably in accordance with their respective Revolving Commitments. Amounts borrowed pursuant to Section 2.05 may be repaid and reborrowed during the Revolving Commitment Period. Each Revolving Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans of such Class and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments of such Class shall be paid in full no later than such date.

(b)            Each Incremental Revolving Lender agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount up to but not exceeding its Incremental Revolving Commitment.

Section 2.05          Revolving Loans and Borrowings.

(a)            Except pursuant to Section 2.07(b)(iv), Revolving Loans that are ABR Borrowings shall be made in an aggregate minimum amount of the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of that amount (provided that such ABR Loans of any Class may be maintained in a lesser amount equal to the difference between the aggregate principal amount of all other Revolving Loans of such Class and the Total Utilization of Revolving Commitments of such Class), and Revolving Loans that are Term Benchmark Loans shall be in an aggregate minimum amount of the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of that amount.

(b)            Subject to Section 2.16, each Borrowing of Revolving Loans shall be comprised entirely of ABR Loans, RFR Loans or Term Benchmark Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Term Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Loan in accordance with the terms of this Agreement, (ii) such Term Benchmark Loan shall be deemed to have been made and held by such Lender, and the obligation of the Borrower to repay such Term Benchmark Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender, (iii) the making of such Term Benchmark Loan by such domestic or foreign branch or Affiliate of such Lender shall not result in any additional Tax liability to the Borrower, and (iv) in exercising such option, such Lender shall use reasonable efforts to minimize any increase in Term SOFR or increased costs to the Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.17 shall apply).

(c)            After the Closing Date, the proceeds of the Revolving Loans may be used for working capital needs and other general corporate purposes (including for capital expenditures, Permitted Acquisitions, and other Investments) of Holdings and its Subsidiaries.

Section 2.06          Request for Revolving Borrowings.

(a)            To request the making of Revolving Loans hereunder, the Borrower shall notify the Administrative Agent of such request in writing by delivery (which may be by facsimile or electronic mail) of a Borrowing Request signed by the Borrower (i) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m. (New York City time) at least in the case of a Borrowing denominated in Dollars, (x) three (3) U.S. Government Securities Business Days before the proposed Borrowing of Revolving Loans in the case of a SOFR Borrowing (it being understood that any Borrowing Request for a Borrowing of Term Benchmark Loans on the Closing Date may be delivered by 11:00 a.m., New York City time on the Business Day prior to the Closing Date), and (y) one (1) Business Day in advance of the proposed Borrowing in the case of a Revolving Loan that is an ABR Loan (or, in each case, such later time or date as shall be acceptable to the Administrative Agent), (ii) in the case of a Term Benchmark Borrowing denominated in Euros, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing, and (iii) in the case of an RFR Borrowing not later than 11:00 a.m., New York City time, five RFR Business Days before the date of the proposed Borrowing; provided that, if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. Except as otherwise provided herein, (x) a written Borrowing Request for a Revolving Loan that is a Term Benchmark Loan shall be irrevocable on the date that is two (2) Business Days prior to the first day of the requested Interest Period and (y) a Borrowing Request made by facsimile or electronic mail shall be irrevocable upon confirmation of delivery; provided that, in each case, such notice may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such Borrowing Request shall specify the following information in compliance with Section 2.05:

(i)            the aggregate amount and currency (which shall be an Approved Currency) of the requested Revolving Loan;

(ii)            the date of the Borrowing, which shall be a Business Day;

(iii)            whether the requested Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing or an RFR Borrowing;

(v)            the location and number of the Borrower’s account or any other designated account to which funds are to be disbursed.

(b)            If no election as to the currency of a Borrowing is specified, then the requested Revolving Borrowing shall be made in Dollars. If no election as to the Type of Revolving Loan is specified, then the requested Borrowing of Revolving Loans shall be an ABR Borrowing made in Dollars. If no Interest Period is specified with respect to any Term Benchmark Borrowing of Revolving Loans, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of the Borrowing Request in accordance with this Section 2.06, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

(c)            Administrative Agent shall promptly provide each Lender notice of receipt of each Borrowing Request in respect of Revolving Loans, together with the amount of each such Lender’s Pro Rata Share thereof, together with the applicable interest rate.

(d)            Each Lender shall make the amount of its Revolving Loan available to the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the requested Borrowing by wire transfer of same day funds, in Dollars at the office of the Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall, upon receipt of all requested funds, make the proceeds of such Revolving Loans available to the Borrower on the requested date of such Borrowing by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be transferred by wire transfer in like funds to the account of the Borrower or any such other account set forth in the Borrowing Request.

(e)            [Reserved].

(f)            There shall not at any time be more than a total of five different Interest Periods in effect for SOFR Borrowings of Revolving Loans of any single Class at any time outstanding.

(g)            Unless the Administrative Agent shall have received notice from a Lender prior to the Borrowing of Revolving Loans that such Lender will not make available to the Administrative Agent such Lender’s share of the Revolving Loan Borrowing on the applicable borrowing date, the Administrative Agent may assume that such Lender has made such share available on the applicable borrowing date in accordance with this Section 2.06 and may (but shall have no obligation to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender agrees to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the applicable Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Revolving Loan included in the Revolving Loan Borrowing on the applicable borrowing date. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower or any Loan Party may have against any Lender as a result of any default by such Lender hereunder.

Section 2.07          Swing Line Loans.

(a)            Swing Line Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Swing Line Lender agrees to make Swing Line Loans to the Borrower, in Dollars, in an aggregate principal amount up to but not exceeding the Swing Line Sublimit; provided that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.07 may be repaid and reborrowed during the Revolving Commitment Period. Each Swing Line Loan shall be an ABR Loan. The Swing Line Lender’s Commitment to make Swing Line Loans shall expire on the latest Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than such date. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.07, prepay under Section 2.12, and reborrow under this Section 2.07.

(b)            Borrowing Mechanics for Swing Line Loans.

(i)            Swing Line Loans shall be made in an aggregate minimum amount of $50,000 and integral multiples of $50,000 in excess of that amount.

(ii)            To request the making of a Swing Line Loan hereunder, the Borrower shall notify the Swing Line Lender (with a copy to the Administrative Agent) of such request in writing by delivery (which may be by facsimile or email) of a Borrowing Request signed by the Borrower not later than 2:00 p.m. (New York City time) on the date of the proposed Borrowing, which shall be a Business Day; provided that, if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent.

(iii)            The Swing Line Lender shall make the amount of its Swing Line Loan available to the Borrower promptly on the date specified in the relevant Borrowing Request by wire transfer of same day funds in Dollars to be credited to the account of the Borrower or such other account as may be designated in writing to the Swing Line Lender by the Borrower.

(iv)            With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.12, the Swing Line Lender may at any time and from time to time prior to the fifth Business Day following the borrowing of any Swing Line Loan, in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower) at least one Business Day in advance of the proposed Borrowing, a written notice (which shall be deemed to be a Borrowing Request given by the Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are ABR Loans to the Borrower on the date of such Borrowing in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests Lenders to prepay; provided that on the fifth Business Day following the borrowing of any such Swing Line Loan, such request shall be deemed made by the Swing Line Lender (without any such copy to the Borrower being required); provided, further that no notice of repayment shall be required to be given by the Borrower in respect of any such repayment of any Swing Line Loan. Anything contained in this Agreement to the contrary notwithstanding, (A) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (B) if the Swing Line Lender is a Revolving Lender, on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrower. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy or insolvency, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders.

(v)            If for any reason Revolving Loans are not made pursuant to Section 2.07(b)(iv) in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have irrevocably purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s written notice from the Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the principal office of the Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to the Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by the Swing Line Lender for the correction of errors among banks and thereafter at the Alternate Base Rate. A certificate of the Swing Line Lender submitted to any Lender with respect to amounts owing under this Section 2.07(b)(v) shall be conclusive absent manifest error. No funding of risk participations hereunder shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest, as provided for in this Agreement.

(vi)            Notwithstanding anything contained herein to the contrary, (A) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.07(b)(iv) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.07(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (2) the occurrence or continuation of a Default or Event of Default; (3) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (4) any breach of this Agreement or any other Loan Document by any party thereto; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender to make Revolving Loans hereunder (but not to purchase and fund risk participations in Swing Line Loans pursuant Section 2.07(b)(v) above) are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.02 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (B) the Swing Line Lender shall not be obligated to make any Swing Line Loans (1) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (2) at a time when any Lender is a Defaulting Lender unless the participations therein have been reallocated in the manner specified in Section 2.26(a)(ii)(A) below or, if not so reallocated, the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

(c)            Resignation and Removal of Swing Line Lender. So long as a replacement Swing Line Lender reasonably acceptable to the Borrower has been identified and has agreed to assume the responsibilities of the Swing Line Lender, the Swing Line Lender may resign as the Swing Line Lender upon thirty days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swing Line Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swing Line Lender (provided that no consent of the replaced Swing Line Lender will be required if the replaced Swing Line Lender has no Swing Line Loans outstanding or such Swing Line Loans will be prepaid on the effective date of such removal) and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement or resignation shall become effective, the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.

(d)            If the Maturity Date shall have occurred in respect of any Class of Revolving Commitments at a time when another Class or Classes of Revolving Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such Maturity Date); provided, however, that if on the occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Loans, there shall exist one or more Classes of sufficient unutilized Revolving Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant to such Revolving Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Revolving Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest Maturity Date.

Section 2.08          Letters of Credit.

(a)            During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit (or amend, renew or extend an outstanding Letter of Credit), in a form approved by Issuing Bank, for the account of the Borrower (or any Restricted Subsidiary and/or Joint Venture; provided that the Borrower will be the applicant) in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, each Letter of Credit shall be denominated in an Approved Currency; provided, further, (i) after giving effect to such issuance (or amendment, renewal or extension), in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (ii) after giving effect to such issuance (or amendment, renewal or extension), in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (iii) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A) three (3) Business Days prior to the latest Revolving Commitment Termination Date (provided that the expiration date of a standby Letter of Credit may be later than three (3) Business Days prior to the latest Revolving Commitment Termination Date if the Borrower has, on or before the date that is three Business Days prior to the latest Revolving Commitment Termination Date, posted Cash Collateral to the Collateral Agent in an amount equal to 105 % of the amount available for drawing with respect to such Letter of Credit) and (B) the date which is one year from the date of issuance of such standby Letter of Credit unless consented to by the Issuing Bank; and (iv) in no event shall any commercial Letter of Credit (A) have an expiration date later than the earlier of (1) five (5) Business Days prior to the latest Revolving Commitment Termination Date (provided that the expiration date of a commercial Letter of Credit may be later than five (5) Business Days prior to the latest Revolving Commitment Termination Date if the Borrower has, on or before the date that is five (5) Business Days prior to the latest Revolving Commitment Termination Date, posted Cash Collateral to the Collateral Agent in an amount equal to 105% of the amount available for drawing with respect to such Letter of Credit and (2) the date which is one year from the date of issuance of such commercial Letter of Credit or (B) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided that the restriction in subclause (iii)(A) of this Section 2.08(a) shall continue to apply and the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension. The Issuing Bank shall not at any time be obligated to issue, amend, renew or extend any Letter of Credit hereunder if such issuance, amendment, renewal or extension would conflict with, or cause the Issuing Bank to exceed any limits imposed by, any applicable Requirements of Law.

(b)            Notice of Issuance. Whenever the Borrower desires the issuance of a Letter of Credit (or amendment, renewal or extension of a Letter of Credit), it shall deliver to the Administrative Agent and Issuing Bank an Issuance Notice no later than 11:00 a.m. (New York City time) at least three (3) Business Days, or in each case such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance (or amendment, renewal or extension). If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit (or amendment, renewal or extension of a Letter of Credit). Such Issuance Notice and/or letter of credit application shall be accompanied by any documents and information pertaining to such request as the Issuing Bank may reasonably request, including, without limitation, documentary and other evidence of the proposed beneficiary’s identity to enable the Issuing Bank to verify the beneficiary’s identity or to comply with Section 326 of the USA PATRIOT Act and any other applicable Requirements of Law. Upon satisfaction or waiver of the conditions set forth in Section 4.02, the Issuing Bank shall issue the requested Letter of Credit (or amendment, renewal or extension of a Letter of Credit) only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit (or amendment, renewal or extension of a Letter of Credit), the Issuing Bank shall promptly notify the Administrative Agent of such issuance (or amendment, renewal or extension) and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance (or amendment, renewal or extension), which notice by Administrative Agent shall be accompanied by a copy of such Letter of Credit (or amendment, renewal or extension of a Letter of Credit) and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.08(e).

(c)            Responsibility of the Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Issuing Bank, by the respective beneficiaries of such Letters of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against such beneficiaries at law or under any other agreement. In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of, or any drawing under, any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates; none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder; provided, in each case, that any damages suffered shall not have been caused by the Issuing Bank’s (x) gross negligence, bad faith or willful misconduct or (y) willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, each as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(d)            Reimbursement by the Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event the Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly notify the Borrower and the Administrative Agent in writing, and the Borrower shall reimburse the Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) an amount equal to the amount of such honored drawing, calculated as of the date the Issuing Bank made such drawing, and in same day funds and in the currency in which such Letter of Credit is denominated; provided that, any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank with respect to any honored drawing. Anything contained herein to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 12:00 (Noon) (New York City time) on the date such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have given a timely Borrowing Request to the Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are ABR Loans on the Reimbursement Date in an amount equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are ABR Loans in an amount equal to its Pro Rata Share (with respect to the Revolving Commitments) of the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such honored drawing; and provided, further, if for any reason proceeds of Revolving Loans are not received by the Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Borrower shall reimburse the Issuing Bank, on demand, in the currency an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.08(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.08(d).

(e)            Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have irrevocably purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that the Borrower shall fail for any reason to reimburse the Issuing Bank as provided in Section 2.08(d), the Issuing Bank shall promptly notify the Administrative Agent in writing, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender with a Revolving Commitment shall make available to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of its respective participation, in same day funds, at the office of the Administrative Agent, not later than 12:00 noon (New York City time) on the first Business Day after the date notified by the Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available to the Administrative Agent on such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.08(e), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the applicable Overnight Rate. Nothing in this Section 2.08(e) shall be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Section in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuing Bank. In the event the Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.08(e) for all or any portion of any drawing honored by the Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.08(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by the Issuing Bank from the Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name in Section 9.01 or at such other address as such Lender may request.

(f)            Obligations Absolute. The obligations of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by the Issuing Bank and to repay any Revolving Loans made by Lenders pursuant to Section 2.08(d) and the obligations of Lenders under Section 2.08(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances, including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any 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; (iv) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (vi) any breach hereof or of any other Loan Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, that with respect to the obligations of the Lenders under Section 2.08(e), the payment by the Issuing Bank under the applicable Letter of Credit shall not have constituted (x) gross negligence, bad faith or willful misconduct or (y) willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, each as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(g)            Indemnification. Without duplication of any obligations of the Borrower under Section 9.03, in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) actually incurred by the Issuing Bank as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by the Issuing Bank, other than as a result of the gross negligence, bad faith or willful misconduct of the Issuing Bank or material breach of its obligations when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) the failure of the Issuing Bank to honor a drawing under any such Letter of Credit as a result of any act of a Governmental Authority. This Section 2.08(g) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(h)            Resignation and Removal of the Issuing Bank. So long as there are other Issuing Banks or a replacement Issuing Bank reasonably acceptable to the Borrower has been identified and has agreed to assume the obligations of the Issuing Bank, an Issuing Bank may resign as the Issuing Bank upon sixty (60) days’ prior written notice to the Administrative Agent, the Lenders and the Borrower; provided that there shall be at least one Issuing Bank after giving effect to such resignation. In addition, the Borrower may appoint additional Issuing Banks at any time upon notice to the Administrative Agent. An Issuing Bank may be replaced, or new Issuing Banks added, at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (provided that no consent of the replaced Issuing Bank will be required if the replaced Issuing Bank has no Letter of Credit Usage with respect thereto outstanding) and the successor or new Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank or appointment of new Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation or appointment, (i) any successor or new Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or new Issuing Bank or to any previous Issuing Bank, or to such successor or new Issuing Bank and all previous Issuing Banks, as the context shall require. After any replacement or resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit. In connection with the appointment of a successor or additional Issuing Bank hereunder, the Borrower, the Administrative Agent and such additional Issuing Bank may enter into such amendments to this Agreement and the other Loan Documents as the Borrower and the Administrative Agent shall reasonably agree, and without the consent of any Lender or any other Person, to add such new or successor Issuing Bank as an Issuing Bank hereunder, including, without limitation, to reflect there being more than one Issuing Bank hereunder and to reflect such new or successor Issuing Bank’s administrative requirements.

(i)            So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend, modify, extend, renew or increase any Letter of Credit unless it is satisfied that the participations in any existing Letters of Credit as well as the new, amended, modified, extended, renewed or increased Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with Section 2.26(a)(iii) and such Defaulting Lender shall not participate therein or, if not so reallocated, such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.26(d).

(j)            Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Issuance Notice, letter of credit applications, reimbursement agreements or similar agreements, the terms of this Agreement shall control. No such Issuance Notice, letter of credit applications, reimbursement agreement or similar agreement shall contain any representations and warranties, covenants or events of default not set forth in this Agreement and any representations and warranties, covenants and events of default shall be subject to the same qualifiers, exceptions and exclusions as those set forth in this Agreement.

(k)            If the Maturity Date in respect of any Class of Revolving Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other Classes of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein pursuant to Section 2.08(e) and to make Revolving Loans and payments in respect thereof) pursuant to Section 2.08(d) under the Revolving Commitments of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in an amount equal to 105% of the face amount of the unallocated Letters of Credit. Commencing with the Maturity Date of any Class of Revolving Commitments, if not previously determined, the sublimit for Letters of Credit shall be agreed upon by the Administrative Agent, the Issuing Bank and the Borrower with respect to any Classes of which the Maturity Date shall not yet have occurred.

(l)            No Issuing Bank shall be under any obligation to issue any Letter of Credit if:

(i)            any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirements of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems material to it;

(ii)            the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally;

(iii)            except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000;

(iv)            such Letter of Credit is to be denominated in a currency other than Dollars;

(v)            such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; and

(vi)            any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including reallocation of such Lender’s participations in any existing Letters of Credit pursuant to Section 2.26(a)(iii) or the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.26(a)(iii)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(m)            No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the 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 thereto.

(n)            The parties hereto hereby agree that each Existing Letter of Credit shall, for all purposes of the Loan Documents, be deemed to be a Letter of Credit issued on the Closing Date pursuant to this Agreement; provided that each such Existing Letter of Credit shall expire in accordance with its own terms (subject to any renewal or extension in accordance with its terms).

Section 2.09           Type; Interest Elections.

(a)            The Loans initially shall be of the Class and Type specified in the Borrowing Request and, in the case of a SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c) or Section 2.05(a)) to a different Type or to continue such Borrowing and, in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.09; provided that no such continuation or conversion shall be made in a different currency than the subject Borrowing. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)            To make an election pursuant to this Section 2.09, the Borrower shall notify the Administrative Agent of such election in writing by delivery (which may be by facsimile or email) of an Interest Election Request signed by the Borrower (i) in the case of an election to convert to or continue Borrowings denominated in Dollars as a SOFR Borrowing, not later than 1:00 p.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed conversion or continuation or (ii) in the case of an election to convert to or continue as an ABR Borrowing, not later than 1:00 p.m., New York City time, one (1) Business Day prior to the date of the proposed conversion or continuation; provided that, if such Interest Election Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. Each Interest Election Request delivered by facsimile or email shall be irrevocable upon confirmation of delivery.

(c)            Each Interest Election Request shall specify the following information in compliance with Section 2.02(c) or Section 2.05 (as applicable):

(i)            the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)            the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)            whether the resulting Borrowing is to be an ABR Borrowing or a SOFR Borrowing; and

(iv)            if the resulting Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)            Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)            If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then at the end of such Interest Period such Borrowing shall be continued as a SOFR Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing in Dollars may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing in Dollars shall be converted to an ABR Borrowing at the end of the then current Interest Period applicable thereto.

Section 2.10          Termination or Reduction of Commitments.

(a)            The Revolving Commitments in respect of any Class shall automatically terminate on the Revolving Commitment Termination Date for such Class.

(b)            The Borrower may from time to time, upon written notice to the Administrative Agent, terminate or permanently reduce the Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (or such later time as shall be acceptable to the Administrative Agent) and (ii) any such partial reduction shall be in an aggregate amount equal to the Prepayment Minimum or any whole multiple of the Prepayment Multiple in excess thereof, and (iii) if, after giving effect to any reduction of the Commitments or the Swing Line Sublimit exceeds the amount of the Revolving Facility, such sublimit shall be automatically reduced by the amount of such excess. Each such notice shall be irrevocable and shall specify the termination or reduction date and the amount and Class of the Commitments to be terminated or reduced; provided that such notice may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(c)            In the event that any revolving Refinancing Indebtedness with respect to any Class of Revolving Commitments becomes effective, the Revolving Commitments in respect of such Class shall automatically terminate in an amount equal to the aggregate commitments in respect of such Refinancing Indebtedness, such termination to be applied to the Revolving Commitments of such Class on a pro rata basis.

Section 2.11           Repayment of Loans; Evidence of Debt.

(a)            The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Initial Term Loan , if any, on the Term Loan Maturity Date and the then unpaid principal amount of each other Loan on the applicable Maturity Date for such Loan. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, in equal quarterly installments in an amount equal to the percentage of the original principal amount of the Initial Term Loans set forth below. (as adjusted from time to time pursuant to Section 2.12, Section 2.13(e), Section 2.23, Section 2.24, Section 2.25 and Section 9.04(g)), commencing with the first full Fiscal Quarter following the Closing Date, with payments due on the last Business Day of March, June, September and December of each year (each such date, the “Repayment Date”) and together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

Fiscal Quarter End	Percent of Initial Principal Amount of Initial Term Loans
September 30, 2024 through and including June 30, 2025	2.50%
September 30, 2025 through and including June 30, 2026	5.00%
September 30, 2026 through and including June 30, 2027	5.00%
September 30, 2027 through and including June 30, 2028	7.50%

September 30, 2028 and thereafter 10.00%

(b)            In the event that any Incremental Term Loans are made on an Increased Amount Date, the Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the applicable Incremental Assumption Agreement. The Borrower shall repay any Extended Term Loans and any Refinancing Term Loans on the dates and in the amounts specified in the applicable Extension Offer or Refinancing Amendment, as the case may be.

(c)            Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d)            The Administrative Agent shall maintain the Register in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(e)            The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section 2.11 shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any manifest error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.

(f)            Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and in substantially the form of Exhibit E hereto. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times while held by such Lender (unless such Lender notifies the Borrower otherwise and the applicable promissory note is cancelled) be represented by one or more promissory notes in such form payable to the payee named therein.

Section 2.12           Optional Prepayment of Loans.

(a)            Upon prior notice in accordance with paragraph (b) of this Section 2.12, a Borrower shall have the right at any time and from time to time to prepay any Borrowing, without premium or penalty in whole or in part (but subject to Section 2.18). Prepayments shall be in an aggregate minimum amount of the Prepayment Minimum and integral multiples of the Prepayment Multiple in excess of that amount.

(b)            The Borrower shall notify the Administrative Agent in writing (which may be by facsimile, electronic mail or submitted through an Approved Borrower Portal) in the form of an Optional Prepayment Notice of any prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an RFR Revolving Borrowing denominated in Sterling, not later than 11:00 a.m., New York City time or (iii) in the case of prepayment of an ABR Borrowing, not later than 10:00 noon, New York City time, on the date of such prepayment, which shall be a Business Day. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that an Optional Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by the Borrower (by notice, in writing, to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a prepayment, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02 or Section 2.05. Each prepayment made pursuant to this Section 2.12 shall be applied to the Class or Classes of Loans (and to scheduled payments thereof) as directed by the Borrower; provided that (i) any optional prepayment of any Class of Loans shall be applied first to ABR Loans to the full extent thereof before application to any Term Benchmark Loans in a manner that minimizes the amount of payments to be made by the Borrower pursuant to Section 2.18, and (ii) so long as any Initial Term Loans of any Class remain outstanding, each prepayment of Term Loans of any Class shall be accompanied by at least a pro rata prepayment of Initial Term Loans.

Section 2.13          Mandatory Prepayments.

(a)            (i) If for any reason the aggregate Revolving Exposure exceeds an amount equal to the Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans in an aggregate amount equal to such excess and (ii) if Holdings, the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness that constitutes Credit Agreement Refinancing Indebtedness in respect of Revolving Loans or Revolving Commitments, the Borrower shall prepay an aggregate principal amount of the applicable Class or tranche of Revolving Loans equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Proceeds, such prepayment to be accompanied by a corresponding commitment reduction in the applicable Class or tranche of Revolving Commitments.

(b)            [reserved].

(c)            (i)      Not later than the fifth Business Day following the receipt by Holdings, the Borrower or any Restricted Subsidiary of Net Proceeds in respect of any Asset Sale, the Borrower shall apply an amount equal to 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.13(e); provided that if at the time that any such prepayment would be required, Holdings, the Borrower or any Restricted Subsidiary is required to offer to repurchase Permitted First Priority Refinancing Debt or any other Indebtedness secured on a pari passu basis (or, in each case, any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with Net Proceeds (such Permitted First Priority Refinancing Debt or other Indebtedness (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then Holdings, the Borrower or such Restricted Subsidiary may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of the Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.13(c)(i) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

(ii)            Not later than the fifth Business Day following the receipt of Net Insurance/Condemnation Proceeds by Holdings, the Borrower or any Restricted Subsidiary in excess of $10,000,000 arising from any event or series of related events, the Borrower shall apply an amount equal to 100% of such excess Net Insurance/Condemnation Proceeds to prepay outstanding Loans in accordance with Section 2.13(e); provided that if at the time that any such prepayment would be required, Holdings, the Borrower or such Restricted Subsidiary is required to offer to repurchase Other Applicable Indebtedness pursuant to the terms of the documentation governing such Indebtedness with Net Insurance/Condemnation Proceeds, then Holdings, the Borrower or such Restricted Subsidiary may apply such excess Net Insurance/Condemnation Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such excess Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such excess Net Insurance/Condemnation Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such excess Net Insurance/Condemnation Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of the Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(c)(ii) shall be reduced accordingly; provided, further that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

(d)            In the event that Holdings, the Borrower or any Restricted Subsidiary shall receive Net Proceeds from the issuance or incurrence of Indebtedness for borrowed money of Holdings, the Borrower or any Restricted Subsidiary (other than any Cash proceeds from the issuance of Indebtedness for borrowed money permitted pursuant to Section 6.02 (other than Credit Agreement Refinancing Indebtedness incurred to refinance the Term Loans) or permitted by the Required Lenders pursuant to Section 9.02), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following or, in the case of Credit Agreement Refinancing Indebtedness, on the date of, it being understood in such instance, that such payment may be made at any hour on such date) the receipt of such Net Proceeds by such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay outstanding Loans in accordance with Section 2.13(e).

(e)            (i)      All amounts required to be paid pursuant to this Section 2.13 shall be applied as follows: (A) with respect to all amounts paid pursuant to Section 2.13(a), (1) first to Swing Line Loans and (2) second to Revolving Loans and (3) third, to Cash Collateralize outstanding Letters of Credit, in each case together with all accrued and unpaid interest and fees then due and payable with respect thereto and (B) with respect to all amounts paid pursuant to Section 2.13(b), (c) or (d), (1) first to the Term Loans and (2) second to (x) the Swing Line Loans (without a corresponding reduction in the Swing Line Loan Commitments) and (y) then to Revolving Loans (without a corresponding reduction in the Revolving Commitments), in each case together with all accrued and unpaid interest and fees then due and payable with respect thereto.

(ii)            Except as may otherwise be set forth in any amendment contemplated by Section 2.25(c), any Extension Offer, Refinancing Amendment or any Incremental Assumption Agreement, each prepayment of Term Loans pursuant to this Section 2.13 shall be allocated to each Class of Term Loans pro rata according to the aggregate principal amount of the outstanding Term Loans of such Class, unless a lesser allocation is specified in the applicable Extension Offer, Incremental Assumption Agreement or Refinancing Amendment, and shall be applied to scheduled payments of each Class of Term Loans first, in direct order to the next eight Scheduled Loan Repayments following such prepayment, second, on a pro rata basis among the remaining Scheduled Loan Repayments to be made on each other Repayment Date (other than on the Term Loan Maturity Date) and third, to the remaining Scheduled Loan Repayments to be made on the Term Loan Maturity Date; provided that any prepayment of Term Loans pursuant to Section 2.13(d) with Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayments of Revolving Loans pursuant to this Section 2.13 shall be applied first, on a pro rata basis among any outstanding Revolving Loans and second, to any other fees then due and owing by the Borrower.

(f)            Borrower shall (except for any prepayment pursuant to Section 2.13(a) which notice shall be provided simultaneously with such prepayment and is not subject to any other provisions of this Section 2.13(f)) provide Administrative Agent with written notice of any prepayment pursuant to this Section 2.13 not later than 12:00 pm, New York City time, three (3) Business Days before the date of any such prepayment and Administrative Agent shall promptly provide each Lender notice of each such prepayment. Each Lender may elect, by written notice to the Administrative Agent not later than 12:00 noon, New York city time, two (2) Business Days prior to the applicable prepayment date of any Loans required to be made by the Borrower pursuant to this Section 2.13, to decline all (but not a portion) of its Pro Rata Share of or other applicable share of such prepayment (such declined amounts, the “Declined Proceeds”) (any Lender that fails to provide such written notice as set forth above shall be deemed to have accepted such mandatory prepayment); provided that, no Lender may reject any prepayment made with proceeds of Credit Agreement Refinancing Indebtedness and each such prepayment shall first, be applied to pay any costs pursuant to Section 2.18 that may result from the reallocation of ABR Term Loans and Term Benchmark Loans of such Class among Lenders in connection with such rejection and second, shall be paid to the other Lenders of such Class in accordance with their respective Pro Rata Share, subject to this Section 2.13(f) and with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Loans of such Class being prepaid irrespective of whether such outstanding Loans are ABR Term Loans or Term Benchmark Loans; provided that if no Lenders of a given Class exercise their right to waive a given mandatory prepayment, the amount thereof shall be applied first to ABR Term Loans of such Class to the full extent thereof before application to Term Benchmark Loans of such Class in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.18. Thereafter, the remaining Declined Proceeds shall be (i) first, so long as any Initial Term Loans remain outstanding, offered by the Administrative Agent to Term Lenders who had not declined such proceeds to prepay any outstanding Initial Term Loans of such Term Lenders and such Term Lenders may by written notice to the Administrative Agent not later than 3:00 p.m., New York city time, one (1) Business Day prior to such prepayment date, decline such proceeds (provided, that any such Term Lender that fails to so notify the Administrative Agent as set forth above shall be deemed to have accepted such proceeds) and (ii) second, to the extent any Declined Proceeds remain, retained by the Borrower.

(g)            The Borrower shall deliver to the Administrative Agent, at the time of the notice required pursuant to Section 2.13(f) for each such prepayment required under this Section 2.13, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type and Class of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. Prepayments shall be accompanied by accrued interest as required by Section 2.15. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.18, but shall otherwise be without premium or penalty.

(h)            Notwithstanding anything to the contrary in this Agreement, all prepayments otherwise required under this Section 2.13 attributable to Foreign Subsidiaries of Holdings are subject to permissibility under local law (e.g., financial assistance, corporate benefit, restrictions on up-streaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and shall not be required to be paid until such time as such Subsidiary may upstream or transfer such amount to a Loan Party. Further, if the Borrower, Holdings and its Subsidiaries would incur a material Tax liability, if all or a portion of the funds required to make a mandatory prepayment were up-streamed or transferred as a distribution or dividend by a Foreign Subsidiary to a Loan Party (a “Restricted Amount”), the amount the Borrower will be required to mandatorily prepay shall be reduced by the Restricted Amount until such time as it may upstream or transfer such Restricted Amount without incurring such Tax liability. Holdings shall use, and shall cause its Subsidiaries to use, from time to time, commercially reasonable efforts to minimize or eliminate the amount of mandatory prepayments that are or would be restricted by this Section 2.13(h).

Section 2.14          Fees.

(a)            The Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for its own account, the agency fees required to be paid to the Administrative Agent, payable in the amounts and at the times specified in the Administrative Agent Fee Letter.

(b)            The Borrower agrees to pay, or cause to be paid, to the Administrative Agent for the account of each applicable Lender, in arrears:

(i)            commitment fees in Dollars equal to (A) the daily difference between (1) the Revolving Commitments (other than the Revolving Commitments of a Defaulting Lender for so long as such Lender is a Defaulting Lender) and (2) the aggregate principal amount of all outstanding Revolving Loans (excluding Swing Line Loans), times (B) the applicable Revolving Facility Commitment Fee; and

(ii)            letter of credit fees in Dollars equal to (A) the Applicable Margin for Revolving Loans that are Term Benchmark Loans, times (B) the aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.14(b) shall be paid to the Administrative Agent by wire transfer in immediately available funds to the account set forth by the Administrative Agent in writing to the Borrower from time to time, and the Administrative Agent shall promptly distribute to each Class of Lenders the fees due in respect of the Commitments of such Class by distributing to each Lender its Pro Rata Share of the distribution due to such Lender’s Class.

(c)            The Borrower agrees to pay, or cause to be paid, directly to the Issuing Bank, for its own account, the following fees in Dollars:

(i)            a fronting fee, payable in advance, equal to 0.125% per annum, or such lesser amount as the Issuing Bank shall agree, times the daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

(ii)            such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(d)            All fees referred to in Section 2.14(a) and Section 2.14(b) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears. The fees referred to in Section 2.14(b)(i) shall be due and payable on the date that is 15 days after each Fiscal Quarter of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date. Letter of Credit fees payable pursuant to Section 2.14(c) shall be paid on the fifth Business Day after the end of each Fiscal Quarter and on the Revolving Commitment Termination Date.

Section 2.15          Interest.

(a)            The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b)            (i) The Term Loans comprising each Term Benchmark Borrowing shall bear interest at Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin and

(ii)            the Revolving Loans comprising each Term Benchmark Borrowing shall bear interest at Term SOFR or EURIBOR Rate, as applicable for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(d)            All overdue amounts shall bear interest, from and after the date of such event (after giving effect to any applicable grace periods), at a rate per annum equal to (i) in the case of overdue principal or interest on any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.15 or (ii) in the case of any other outstanding amounts, 2.00% plus the non-defaulting rate applicable to ABR Loans with respect to Revolving Loans as provided in paragraph (a) of this Section, in each case, to the fullest extent permitted by law.

(e)            Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (d) of this Section 2.15 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f)            All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, or Term SOFR, EURIBOR Rate or SONIA shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.16          Benchmark Replacement Setting.

(a)            Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.16(a)(i) will occur prior to the applicable Benchmark Transition Start Date. No Hedge Agreement or Banking Services Agreement shall constitute a “Loan Document” for purposes of this Section 2.16.

(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)            Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower 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 notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.16(d) and (y) the commencement of any Benchmark Unavailability Period. 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 2.16, 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 2.16.

(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 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 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 or non-representative 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 is no longer, subject to an announcement that it 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’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any pending request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) for Loans denominated in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (B) for Loans denominated in another Approved Currency, any such request shall be ineffective, (ii)(A) any outstanding affected Term Benchmark Loans denominated in Dollars will be deemed to have been converted to ABR Loans at the end of the applicable Interest Period and (B) any outstanding affected Term Benchmark Loans denominated in another Approved Currency shall, at the end of the applicable Interest Period, bear interest at the Central Bank Rate for the applicable Approved Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Approved Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any such Approved Currency shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any such Approved Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time and (iii) any RFR Loan shall bear interest at the Central Bank Rate for Sterling plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for Sterling cannot be determined, any outstanding affected RFR Loans, at the Borrower’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Sterling) immediately or (B) be prepaid in full immediately. 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 the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Section 2.17          Increased Costs.

(a)            If any Change in Law shall:

(i)            impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in Term SOFR or EURIBOR Rate);

(ii)            subject any recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)            impose on any Lender or any applicable interbank market for the applicable Approved Currency any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, maintaining, continuing, or converting to any Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then, following delivery of the certificate contemplated by paragraph (c) of this Section 2.17, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction, to the extent such compensation is sought from similarly situated borrowers; provided, however, that the Borrower shall not be liable for such compensation if (i) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto, or (ii) the Lender invokes Section 2.22.

(b)            If any Lender reasonably determines in good faith that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time following delivery of the certificate contemplated by paragraph (c) of this Section 2.17 the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered, to the extent such compensation is sought from similarly situated borrowers.

(c)            A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which such amount or amounts was determined shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty days after receipt thereof.

(d)            Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.18          Break Funding Payments. In the event of (a) the payment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including with respect to the replacement of any Lender as provided in Section 2.21(b) (other than a Defaulting Lender) or as a result of an Event of Default but except as provided in Section 2.22), (b) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.21, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and the basis therefor and setting forth in reasonable detail the manner in which such amount or amounts was determined shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty days after receipt thereof.

Section 2.19          Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party hereunder shall be made free and clear of and without deduction or withholding for any Taxes, unless required under applicable law. If any applicable law (as determined in the good faith discretion of an applicable Loan Party) requires the deduction or withholding of any Tax from any such payment by a Loan Party, then the applicable Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable by such Loan Party shall be increased as necessary so that after any such deductions or withholding (including any deductions or withholding applicable to additional sums payable under this Section 2.19(a)) the Administrative Agent or Lender (as applicable) receives an amount equal to the sum it would have received had no such deductions or withholding been made.

(b)            In addition, the Loan Parties shall timely pay 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)            Each Loan Party shall indemnify each Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by such Agent or such Lender, as applicable, on or with respect to any payment by or on account of any obligation of such Loan Party hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.19(c)) and any penalties, interest and 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 such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)            As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.19, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)            Each Lender and Agent shall deliver to the Borrower and to the Administrative Agent (or in the case of the Administrative Agent, to deliver to the Borrower), at the time or times prescribed by applicable law, and otherwise whenever reasonably requested by the Borrower or the Administrative Agent, (A) copies of such properly completed and duly executed documentation prescribed by applicable laws as will permit the Borrower or the Administrative Agent, as the case may be, to establish such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes, and (B) copies of such other documentation and reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine, if applicable, the required rate of withholding or deduction for any applicable Taxes and any required information reporting requirements, in each case, in respect of any payments to be made to such Lender pursuant to any Loan Document.

Without limiting the generality of the foregoing, each Lender and Agent shall, to the extent it is legally entitled to do so, deliver to Borrower and to the Administrative Agent (in such number of copies as shall be requested by the Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request by the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)             duly completed copies of Internal Revenue Service Form W-9,

(ii)            duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E,

(iii)           duly completed copies of Internal Revenue Service Form W-8ECI,

(iv)           in the case of a Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (each, a “Foreign Lender”) claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10-percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E,

(v)            to the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner, or

(vi)           any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender 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 Lender shall deliver to the relevant Loan Party and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by a Loan Party or the 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 a Loan Party or the Administrative Agent as may be necessary for a Loan Party and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender 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 and the Administrative Agent in writing of its legal inability to do so.

(f)             If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional amounts pursuant to this Section 2.19 or Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.19, with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any amount to such Loan Party pursuant to this paragraph (f) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any Agent or Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to a Loan Party or any other Person.

(g)            Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of each Loan Party to do so) and for any Excluded Taxes, in each case attributable to such Lender that are paid or payable 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. The indemnity under this Section 2.19(g) shall be paid within ten (10) days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

Section 2.20          Payments Generally; Allocation of Proceeds; Sharing of Set-offs.

(a)            Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.17, Section 2.18 or Section 2.19, or otherwise) prior to 3:30 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the case of any payment accruing interest, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made by wire transfer in immediately available funds to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent in writing from time to time, except that payments pursuant to Section 2.17, Section 2.18 and Section 2.19 may at the Borrower’s election be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it, except as otherwise provided, for the account of any other Person to the appropriate recipient promptly following receipt thereof. Unless otherwise specified, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(b)            All proceeds of Collateral received by the Agents after an Event of Default has occurred and is continuing and all or any portion of the Loans shall have been accelerated hereunder pursuant to Article 7, shall upon election by the Agents or at the direction of the Required Lenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agents, second, ratably, to pay any fees or expense reimbursements then due to the Lenders from the Borrower, third, to pay interest due and payable in respect of the Loans and any other Secured Obligations, ratably, fourth, to (i) payment of that portion of the Obligations constituting unpaid principal of the Loans and (ii) payment of breakage, termination and other amounts then due and owing in respect of any Secured Hedging Obligations and Secured Banking Services Obligations, ratably, fifth, to the payment of any other Secured Obligation due to the Agents or any other Secured Party, sixth, to Cash Collateralize outstanding Letters of Credit and seventh, after payment in full in cash of the amounts specified in clauses first through sixth, to the Borrower or as the Borrower shall direct. Excluded Swap Obligations with respect to any Loan Guarantor shall not be paid with amounts received from such Loan Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section.

(c)            If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for Cash at face value) participations in the Loans of other Lenders at such time outstanding to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)            Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall have no obligation to), in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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 the Administrative Agent, at the applicable Overnight Rate.

(e)            If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(a), Section 2.06(d), Section 2.07(b), Section 2.08(d), Section 2.08(e), Section 2.20(a) or Section 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.21          Mitigation Obligations; Replacement of Lenders.

(a)            If any Lender requests compensation under Section 2.17 or such Lender determines it can no longer make or maintain Term Benchmark Loans pursuant to Section 2.22, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, then such Lender 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.17 or Section 2.19, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)            If (i) any Lender requests compensation under Section 2.17 or such Lender determines it can no longer make or maintain Term Benchmark Loans pursuant to Section 2.22, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) terminate the relevant Commitment of such Lender or (y) replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement (other than its existing rights to payments pursuant to Section 2.17 or Section 2.19) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) in the case of a replacement, the Borrower shall have received the prior written consent of the Administrative Agent to the extent required under Section  9.04, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from (x) in the case of a replacement, the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) or (y) in the case of a termination, the Borrower and (C) in the case of any such assignment resulting from a claim for compensation under Section 2.17 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments. Each Lender agrees that if it is replaced pursuant to this Section 2.21, it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Borrower any promissory note (if the assigning Lender’s Loans are evidenced by promissory notes) subject to such Assignment and Assumption; provided that the failure of any Lender replaced pursuant to this Section 2.21 to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid. No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender may have against the Defaulting Lender.

Section 2.22          Illegality. If any Lender reasonably determines in good faith that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make or maintain any Term Benchmark Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue Term Benchmark Loans or to convert ABR Borrowings to Term Benchmark Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), convert all (x) Borrowings of such Lender to ABR Borrowings and (y) convert each Borrowings of such Lender denominated in a Designated Foreign Currency to an ABR Borrowing denominated in Dollars (with the conversion thereof from such Designated Foreign Currency to Dollars to be determined at the Spot Rate), in each case, on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.18 in connection with such payment). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be disadvantageous to it.

Section 2.23          Incremental Commitments.

(a)            The Borrower may, by written notice to the Administrative Agent (signed by a Responsible Officer of the Borrower) from time to time, request (i) prior to the Latest Maturity Date of any Revolving Facility, one or more increases to any existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “Incremental Term Commitments”), in each case, in an aggregate amount not to exceed the Maximum Incremental Amount from one or more Incremental Term Lenders or Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Loans in their own discretion; provided that if any Incremental Revolving Lender party to an Incremental Revolving Commitment which increases the existing Revolving Commitment is not an existing Lender, such Incremental Revolving Commitment shall be subject to the written consent of the Swing Line Lender and each of the Issuing Banks (such consent not to be unreasonably withheld, conditioned or delayed). Such notice shall set forth (1) the amount of the Incremental Term Commitments and Incremental Revolving Commitments being requested (which shall be in an aggregate amount of not less than the Borrowing Minimum (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount if such amount represents all remaining availability under the limit set forth above) and in integral multiples of the Borrowing Multiple in excess thereof) and (2) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”).

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(b)            The Borrower and each Incremental Term Lender or Incremental Revolving Lender, as applicable, shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Loans; provided that (i) the Other Term Loans shall rank pari passu or junior in right of payment and pari passu or junior in right of security with the Initial Term Loans and the Other Term Loans shall have, except as to margin, pricing, amortization, maturity date and fees, the same terms as the Initial Term Loans, or such other terms as shall be reasonably satisfactory to the Administrative Agent (it being agreed that any changes in the terms applicable only after the Latest Maturity Date are satisfactory and to the extent that any financial maintenance covenant is added for the benefit of any Other Term Loans, no consent shall be required from the Administrative Agent or any of the Lenders for such covenant to the extent that such financial maintenance covenant is also added for the benefit of each then-existing Class of Term Loans), (ii) the Incremental Revolving Loans shall be on terms identical to the Initial Revolving Loans (provided that the Applicable Margin for the Initial Revolving Loans may be increased to be the same as the Applicable Margin for the Incremental Revolving Loans) and shall rank pari passu or junior in right of payment and pari passu or junior in right of security with the Initial Revolving Loans, (iii) the final maturity date of any Other Term Loans shall be no earlier than the Latest Maturity Date with respect to the Term Loans, (iv) the terms applicable to each Class of Other Term Loans shall not require any prepayment thereof in excess of the Pro Rata Share of such Class relative to all other Classes of Term Loans (including the Initial Term Loans and all Other Term Loans prior to the Latest Maturity Date) (but may specify that such Other Term Loans shall participate in prepayments at less than the Pro Rata Share of such Class relative to the other Classes of Term Loans), (v) the Weighted Average Life to Maturity of any Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, (vi) all Incremental Term Commitments shall be denominated in Dollars and all Incremental Revolving Commitments shall be denominated in an Approved Currency, (vii) subject to Section 1.07(g), both before and after giving effect to such Incremental Commitments and the Loans to be made thereunder, no Event of Default shall be existing and be continuing or result therefrom and, except as otherwise provided in the applicable Incremental Assumption Agreement, the representations and warranties contained in the Loan Documents shall be accurate in all material respects; provided that (x) any representation and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein) and (y) in the case of any Incremental Commitments established to finance a Limited Condition Acquisition, the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such Incremental Commitments are such “specified representations” and “specified acquired company representations” as specified in the applicable Incremental Assumption Agreement, (viii) if secured on a pari passu or junior basis, such Other Term Loans shall not be secured by any assets other than the Collateral or assets that become Collateral in connection therewith and shall be subject to a First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, and (ix) the Other Term Loans may not be guaranteed by any Person other than the Loan Parties or entities that become Loan Parties in connection therewith.

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(c)            If, for any Incremental Term Loan that is secured on a pari passu basis with the Initial Term Loans, the Applicable Margin (which shall be deemed to (i) include for purposes of this sentence only, all upfront or similar fees or original issue discount based on a four year average life or, if less, the remaining life to maturity payable to all Lenders providing such Loans, as applicable but (ii) exclude any arrangement, commitment, structuring and underwriting fees and any amendment fees payable to the Lenders or their Affiliates or any Incremental Lenders or their Affiliates) relating to such Incremental Term Commitment exceeds the Applicable Margin relating to the Initial Term Loans immediately prior to the effectiveness of the applicable Incremental Assumption Agreement by more than 0.50%, the Applicable Margin relating to the Initial Term Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Commitment minus 0.50.

(d)            Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby as provided for in Section 9.02(g). Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Borrower and furnished to the other parties hereto.

(e)            Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.23 unless the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and such additional customary documents and filings (including amendments to the Mortgages and other Collateral Documents, if necessary) as the Administrative Agent may reasonably require to assure that the Incremental Loans are secured by the Collateral ratably with the existing Loans; provided that any such documentation, including amendments to any Mortgages and other Collateral Documents may, if agreed to by the Administrative Agent and the Incremental Term Lender or Incremental Revolving Lender providing such Incremental Commitment, be delivered on a “post-closing” basis.

(f)             Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Loans (other than Other Term Loans) in the form of additional Loans, when originally made, are included in each Borrowing of outstanding Loans on a pro rata basis. The Borrower agrees that Section 2.18 shall apply to any conversion of Term Benchmark Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. If any Incremental Loan is to be allocated to an existing Interest Period for a Term Benchmark Loan, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption Agreement. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

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(g)            Any Incremental Term Loans effected through the establishment of one or more new Term Loans made on an Increased Amount Date shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any Incremental Term Commitments of any Class are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “Other Term Loan”) in an amount equal to its Incremental Term Commitment of such Class (it being understood that any Incremental Term Commitment may provide for delayed draw loans to be made at a later date) and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. Notwithstanding the foregoing, Incremental Term Loans may, subject to clause (h) below, have identical terms to the Initial Term Loans and be treated as the same Class as the Initial Term Loans and Incremental Revolving Loans and Incremental Revolving Commitments shall have identical terms to the Initial Revolving Loans and Initial Revolving Commitments and be treated as the same Class as the Initial Revolving Loans and Initial Revolving Commitments.

(h)            Each Incremental Assumption Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provision of this Section 2.23. This Section 2.23 shall supersede any provisions of Section 2.12, Section 2.13, Section 2.20 or Section 9.02 to the contrary.

(i)             Incremental Loans may be provided by any existing Lender (it being understood each existing Lender shall have no obligation to participate in any Incremental Facility and no such Lender shall have a right of first offer to participate thereunder), or by any other lender (any such other lender being called an “Additional Incremental Lender”); provided that the Administrative Agent and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such Additional Lender’s providing such Incremental Facilities if such consent would be required under Section 9.04(b) for an assignment of Loans to such Additional Incremental Lender.

Section 2.24          Refinancing Amendments.

(a)            At any time after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or investor (any such other bank, financial institution or investor being called an “Additional Lender”), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Revolving Loans (or unused Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans, Refinancing Revolving Loans, Incremental Term Loans, Incremental Revolving Loans and/or Incremental Commitments, as applicable), in the form of Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Commitments pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness will rank pari passu or junior in right of payment and pari passu or junior in right of security with the Refinanced Debt and will be subject to a First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, and (ii) the terms applicable to each Class of Credit Agreement Refinancing Indebtedness shall not require any prepayment thereof (or commitment reduction in respect thereof) in excess of the Pro Rata Share of such Class relative to all other applicable Classes of Loans and Commitments (including the Initial Term Loans and all Other Term Loans prior to the Latest Maturity Date) (but may specify that such Credit Agreement Refinancing Indebtedness shall participate in prepayments or commitment reductions at less than the Pro Rata Share of such Class relative to the other applicable Classes of Loans and Commitments).

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The effectiveness of any Refinancing Amendment shall be subject to the following: the satisfaction on the date thereof of each of the conditions set forth in the Refinancing Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions and other customary closing certificates, and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24(a) shall be in an aggregate principal amount that is (x) not less than the Borrowing Minimum and (y) an integral multiple of the Borrowing Multiple in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments and/or Refinancing Revolving Commitments).

(b)            Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24.

(c)            This Section 2.24 shall supersede any provisions in Section 2.12, Section 2.13, Section 2.20 or Section 9.02 to the contrary.

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Section 2.25          Extensions of Loans.

(a)            Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans or Revolving Commitments of any Class with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or Revolving Commitments of each Class with the same Maturity Date) and on the same terms to each such Lender of the same Class, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer, extend the Maturity Date of any Loans or Revolving Commitments and otherwise modify the terms of such Loans or Revolving Commitments of such Lender pursuant to the terms of the relevant Extension Offer (including without limitation, by increasing the interest rate or fees payable in respect of such Loans or Revolving Commitments and/or modifying the amortization schedule in respect of any such Term Loans) (each, an “Extension”, and each group of Loans or Revolving Commitments as so extended, as well as the original Loans or Revolving Commitments not so extended, being a “tranche”; any Extended Loans or Extended Revolving Commitments shall constitute a separate tranche of Loans or Revolving Commitments from the tranche of Loans or Revolving Commitment from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final Maturity Date (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Commitment of any Revolving Lender that agrees to an Extension with respect to such Revolving Commitment extended pursuant to an Extension (an “Extended Revolving Commitment”) and the related outstandings shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to existing Revolving Lenders) as the original Revolving Commitments (and related outstandings); provided that (A) the borrowing and payments (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the non-extending tranche of Revolving Commitments and (3) repayment made in connection with a permanent repayment and reduction or termination of commitments) of Revolving Loans with respect to Extended Revolving Commitments (the “Extended Revolving Loans”) after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, (B) subject to the provisions of Section 2.07(d) and Section 2.08(k) to the extent addressing Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Revolving Commitments with a longer Maturity Date, all Swing Line Loans shall be participated on a pro rata basis by all Lenders with Extended Revolving Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Section 2.07(d) and Section 2.08(k), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted, in its sole discretion, to permanently repay and terminate commitments of any such tranche on a greater than pro rata basis as compared to any other tranche with a later Maturity Date than such tranche, (D) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to the other Revolving Commitments and Revolving Loans and (E) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any existing Revolving Commitments) which have more than four different maturity dates, (iii) except as to interest rates, fees, amortization, final Maturity Date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses  (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”), shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iv) the final Maturity Date of any Extended Loans shall be no earlier than the then Latest Maturity Date with respect to the tranche of Term Loans subject to such Extension Offer, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vii) for each Class of Loans or Revolving Commitments, if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments, as the case may be, in respect of which the relevant Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments of the relevant Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which the relevant Lenders have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

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(b)            With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Loans and/or Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.25 (including payment of any interest, fees or premium in respect of any Extended Loans and/or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 2.12, Section 2.13, Section 2.20 and Section 9.02) or any other Loan Document that may otherwise prohibit (or conflict with) any such Extension or any other transaction contemplated by this Section 2.25.

(c)            No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Commitments (or a portion thereof) and (ii) with respect to any Extension of the Revolving Commitments, the consent of the Swing Line Lender and the Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Term Loans, Extended Revolving Commitments, Extended Revolving Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Loans and Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.25. In addition, if so provided in such amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Commitments shall be re-allocated from Lenders holding non-extended Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).

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(d)            In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.25.

(e)            This Section 2.25 shall supersede any provisions in Section 2.12, Section 2.13, Section 2.20 or Section 9.02 to the contrary.

Section 2.26          Defaulting Lenders.

(a)            Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)             Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section  9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment, on a pro rata basis, of any amounts owing by such Defaulting Lender to the Issuing Bank or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.26(d); fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement (y) Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement in accordance with Section 2.26(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations with respect to Letters of Credit in respect of which such 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 and waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.26(a)(iii). 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 2.26(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(ii)            Certain Fees.

(A)            No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.14(b)(i) or Section 2.14(b)(ii) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); provided such Defaulting Lender shall be entitled to receive fees pursuant to Section 2.14(b)(ii) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.26(d).

(B)            With respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (A) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iii) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender (unless otherwise reallocated pursuant to clause (iii) below or Cash Collateralized in accordance with Section 2.26(d) below) and (z) not be required to pay the remaining amount of any such fee.

(iii)           Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Line Loans shall be automatically reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages in respect of Revolving Loans (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving 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 the Borrower, the Administrative Agent, any Issuing Bank or the Swing Line Lender as a result of such breach or a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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(iv)            Cash Collateral. If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the unreallocated portion of such Defaulting Lender’s participation in Letters of Credit in accordance with the procedures set forth in Section 2.26(d).

(v)            Prepayment. If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Borrower shall, within one (1) Business Day following the written request of the Administrative Agent, without prejudice to any right or remedy available to it hereunder or under law, either (x) prepay Swing Line Loans in an amount equal to such unreallocated portion of such Defaulting Lender’s participation in Swing Line Loans or (y) to the extent otherwise permitted hereunder, request a Revolving Loan (which the Lenders agree shall be made by the Revolving Lenders that are not Defaulting Lenders in an amount equal to each such Revolving Lender’s Pro Rata Share (determined without giving effect to the Revolving Commitments of any Defaulting Lender)) in an aggregate principal amount sufficient to repay such amount.

(b)            Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Swing Line Lender and Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the 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 Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect to Section 2.26(a)(iii)), 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 the Borrower 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

(c)            New Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that the participations therein will be fully allocated among Non-Defaulting Lenders in a manner consistent with clause (a)(iii) above and the Defaulting Lender shall not participate therein and (ii) no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit unless it is satisfied that the participations in any existing Letters of Credit as well as the new, amended, extended, renewed or increased Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with clause (a)(iii) above and such Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.26(d).

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(d)            Cash Collateral. At any time that there shall exist a Defaulting Lender, within five (5) Business Days following the written request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.26(a)(iii) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i)            Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agents and the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii)            Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.26 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii)           Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.26 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the determination by the Administrative Agent and each Issuing Bank that there exists excess Cash Collateral; provided that, subject to the other provisions of this Section 2.26, the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided, further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents (if any).

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(e)            Hedge Counterparties. So long as any Lender is a Defaulting Lender, such Lender shall not be a Hedge Counterparty with respect to any Hedge Agreement entered into while such Lender was a Defaulting Lender.

(f)            Termination of Defaulting Lender Commitment. The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.26(a)(i) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender that is a Lender under this Agreement (in each case whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender may have against such Defaulting Lender.

(g)            Amendments and Waivers. The Commitments and Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02); provided that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender disproportionately when compared to other affected Lenders shall require the consent of such Defaulting Lender, and, provided, further, that any waiver, amendment or modification that would otherwise require the consent of such Defaulting Lender as an affected Lender pursuant to clauses (A), (B), or (C) of Section 9.02(b), shall require the consent of such Defaulting Lender.

Article 3

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Lenders that:

Section 3.01          Organization; Powers. Each of the Loan Parties and each of its Subsidiaries, other than Unrestricted Subsidiaries (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, and to execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is qualified to do business in, and is in good standing (where relevant), in its jurisdiction of organization and each other jurisdiction where such qualification is required, except in each case (other than as to the Borrower, clause (a), and other than as to the Loan Parties, clause (b)) where the failure to do so could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Section 3.02          Authorization; Enforceability. The Transactions are within each applicable Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which each Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity, good faith and fair dealing.

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Section 3.03          Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to record or perfect Liens created pursuant to the Loan Documents, (iii) recording of the transfer of registrations and applications for Intellectual Property rights upon foreclosure and (iv) those consents, approvals, registrations, filings or actions the failure of which to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any Requirements of Law applicable to any Loan Party which could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any Contractual Obligation of any of the Loan Parties which could reasonably be expected to result in a Material Adverse Effect, (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party, except Permitted Liens and (e) will not conflict with, or result in the breach of, any of the Loan Parties’ Organizational Documents.

Section 3.04          Financial Condition; No Material Adverse Change.

(a)            The Borrower has heretofore furnished to the Lenders (i) audited consolidated balance sheets and related audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Borrower and its subsidiaries for the fiscal year ended December 31, 202 and (ii) the unaudited consolidated balance sheet as for September 30, 2023 and related unaudited statement of income for the nine (9) month period ending September 30, 2023. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its subsidiaries as of such dates and for such periods covered thereby in accordance with GAAP subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

(b)            Holdings has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet as of March 31, 2024 and related income statement as of and for the twelve-month period then ended, prepared giving effect to the Transactions as if they had occurred on such date (in the case of the balance sheet) or at the beginning of such period (in the case of the income statement). Such pro forma consolidated balance sheet and income statement have been prepared in good faith by Holdings, it being understood that no such pro forma balance sheet shall be required to include adjustments for purchase accounting.

(c)            Since the December 31, 2023, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the date hereof.

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Section 3.05          Properties.

(a)            Each of the Loan Parties has good fee simple title to, or valid leasehold interests in, or easements or other limited property interest in, or good and marketable title to, all its Real Estate Assets (including any Mortgaged Properties) that are material to the present conduct of its business and has good title to its tangible personal property and assets that are material to the present conduct of its business, in each case, except for defects in title that do not materially interfere with its ability to conduct its business or to utilize such properties and assets for their intended purposes and where the failure to have such title could not reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than (i) Permitted Liens, (ii) Liens arising by operation of law and (iii) minor defects in title that do not materially interfere with the ability of the Loan Parties to conduct their businesses.

(b)            As of the Closing Date, no Responsible Officer of any Loan Party has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation or expropriation proceeding affecting any of the Real Estate Assets that are material to the present conduct of such Loan Party’s business or any sale or disposition thereof in lieu of condemnation or expropriation except where such condemnation or expropriation proceedings or sale or disposition could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c)            To the knowledge of each Responsible Officer of the Borrower, each Loan Party has complied with all obligations under all leases that are material to the present conduct of such Loan Party’s business to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d)            Except as could not reasonably be expected to have a Material Adverse Effect, Holdings, the Borrower and each Restricted Subsidiary owns or otherwise has a right to use in the manner used in the present conduct of their business, all patents, trademarks, service marks, trade names, domain names, copyrights and copyrighted works, trade secrets, know-how, proprietary or confidential information and all other intellectual or industrial property rights (“Intellectual Property”) that are used or held for use in, or otherwise necessary for, the present conduct of their businesses. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) Holdings’, the Borrower’s and each Restricted Subsidiary’s conduct of their respective businesses as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any Person; (ii) as of the Closing Date, none of Holdings, the Borrower or any Restricted Subsidiary has received any written notice of any claim relating to infringement, misappropriation or other violation of Intellectual Property by Holdings, the Borrower or any Restricted Subsidiary and (iii) to the knowledge of the Loan Parties, the of the Intellectual Property of Holdings, the Borrower and each Restricted Subsidiary is not being infringed, misappropriated or otherwise violated by any Person.

Section 3.06          Litigation and Environmental Matters.

(a)            Other than as listed on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing, against or affecting the Loan Parties or any of their Subsidiaries which would reasonably be expected to result in a Material Adverse Effect.

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(b)            Except for any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) no Loan Party or any of its Subsidiaries has received written notice of any Environmental Claim or knows of any reasonable basis for any Environmental Claim, Environmental Liability or a Lien arising under any Environmental Liability or Environmental Laws, (ii) no Loan Party or any of its Subsidiaries (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Governmental Authorization required under any Environmental Law or (B) has become subject to any Environmental Liability and (iii) to the knowledge of any Responsible Officer of any Loan Party, no Loan Party’s or any of its Subsidiaries’ Real Estate Assets have ever been used in a manner that has resulted in soil or groundwater contamination from Hazardous Materials.

Section 3.07          Compliance with Laws and Agreements; Licenses and Permits.

(a)            Each Loan Party is in compliance with all Requirements of Law applicable to it, its business or its property and all indentures, agreements and other instruments binding upon it, its business or its property, except in each case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(b)            Each Loan Party and its Restricted Subsidiaries has obtained and holds in full force and effect, all Governmental Authorizations, franchises, licenses, leases, authorizations, qualifications, easements, rights of way and other rights and approvals which are necessary for the operation of its businesses as presently conducted, except where the failure to have so obtained or hold or to be in force and effect could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries, to its knowledge, is in violation of the terms of any Governmental Authorizations, franchises, licenses, leases, authorizations, qualifications, easements, rights of way and other rights and approvals that is necessary for the operation of its business, except where any such violation could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Section 3.08          No Defaults. No Default or Event of Default has occurred and is continuing.

Section 3.09          Investment Company Status. No Loan Party is an investment company as defined in the Investment Company Act of 1940.

Section 3.10          Taxes. Each Loan Party and its Subsidiaries, has filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all material Taxes imposed on it or any of its property by any Governmental Authority, except (i) those that are currently, or are intended to be, contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Section 3.11          ERISA. Each Loan Party and its respective ERISA Affiliates is in compliance, in all material respects, with the applicable provisions of ERISA and the provisions of the Code relating to Employee Benefit Plans and the regulations and published interpretations thereunder, except for such non-compliance that would not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred and is continuing or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to be assessed or imposed, would reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, the present value of all accumulated benefit obligations under all Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Pension Plans, in the aggregate.

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Section 3.12          Disclosure; No Undisclosed Liabilities.

(a)            On the Closing Date only, no written information (other than projections and the pro forma financial statements and estimates and information of a general economic or general industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the Transactions on or before the Closing Date (the “Information”), when taken as a whole, as of the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto from time to time); provided that, with respect to Information relating to the Borrower or its Subsidiaries, the foregoing representation is made to the knowledge of the Borrower.

(b)            The projections contained in the materials referenced in Section 3.12(a) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that projections are not to be viewed as fact and are subject to uncertainties and contingencies and actual results may differ materially from the projections and no assurance can be given that any projections will be realized).

(c)            Holdings, the Borrower and the Restricted Subsidiaries have no material obligations or liabilities, matured or unmatured, fixed or contingent, other than (i) those set forth or adequately provided for in the financial statements delivered to the Administrative Agent pursuant to this Agreement, (ii) those incurred in the ordinary course of business and not required to be set forth in the financial statements under GAAP, (iii) those incurred in the ordinary course of business since the date of the most recently delivered balance sheet and consistent with past practice, (iv) those incurred in connection with the execution of this Agreement and (v) those that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d)            As of the Closing Date, the information included in the Beneficial Ownership Certification provided to any Lender in connection with this Agreement is true and correct in all respects.

Section 3.13          Solvency. On the Closing Date, Holdings, the Borrower and their respective Subsidiaries, taken as a whole, after giving effect to the Transactions and immediately upon the making of each Loan and after giving effect to the other Obligations, in each case, incurred on the Closing Date are, Solvent.

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Section 3.14          Subsidiaries. Schedule 3.14 sets forth, as of the Closing Date and after giving effect to the Transactions, the name and jurisdiction and type of organization of the Borrower and each of Holdings’ Subsidiaries and as to each Restricted Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party.

Section 3.15          Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create, or upon execution will create legal and valid Liens on all the Collateral of the type in which a security interest can be created under Article 9 of the UCC or other applicable law in favor of the Collateral Agent, for the benefit of the Collateral Agent, the Lenders and each other Secured Party, and upon the proper filing of UCC financing statements and other registrations and recordations required pursuant to Section 4.01(j) and Section 5.11 and any Mortgages with respect to any Mortgaged Properties, including any amendment to an existing mortgage with respect to each applicable Mortgaged Property, such Liens constitute perfected Liens on the Collateral (with respect to personal property including Intellectual Property, to the extent a security interest in such Collateral and any proceeds of any item of Collateral can be perfected through the filing of UCC financing statements), securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agent pursuant to any applicable law or any contract and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Collateral Agent has not obtained or does not maintain possession of such Collateral.

Section 3.16          Labor Disputes. As of the Closing Date, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a) there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party, to the knowledge of any Responsible Officer of the Borrower, threatened, (b) the hours worked by and payments made to employees of the Loan Parties are not, to the knowledge of any Responsible Officer of the Borrower and Holdings, in violation of the Fair Labor Standards Act or any other applicable Federal, state, provincial, territorial, local or foreign law dealing with such matters and (c) all payments due from any Loan Party or any Subsidiary, on account of employee health and welfare insurance and other material benefits, have been paid or accrued as a liability on the books of the Loan Party to the extent required by GAAP and each Loan Party has withheld and remitted all employee withholdings required to be withheld or remitted by it and has made all employer contributions to be made by it, in each case pursuant to applicable law on account of employment insurance and employee income taxes and any other required payroll deduction. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrower or any of the Subsidiaries (or any predecessor) is a party or by which Holdings, the Borrower or any of the Subsidiaries (or any predecessor) is bound.

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Section 3.17          Federal Reserve Regulations.

(a)            On the Closing Date, none of the Collateral is Margin Stock.

(b)            None of Holdings, the Borrower or the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(c)            No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of Regulation T, Regulation U or Regulation X.

Section 3.18          Sanctioned Persons. (a) None of Holdings, the Borrower or any Subsidiary or any of their respective directors or officers is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Treasury Department or the U.S. Department of State or located, organized, or resident in a country or territory that is the subject of comprehensive U.S. sanctions. (b) The Borrower has not and will not use the proceeds of the Loans in any manner that will result in a violation by any Lender of any U.S. sanctions administered by OFAC or the U.S. Department of State.

Section 3.19          PATRIOT Act; Anti-Money Laundering; FCPA. (a) To the extent applicable, each Loan Party and Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the U.S. Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, (ii) the USA PATRIOT Act and (iii) the rules and regulations promulgated under any of the foregoing. (b) No part of the proceeds of the Loans has been or will knowingly be used in any manner which represents a violation or breach of the preceding sentence or for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption laws the rules and regulations promulgated under any of the foregoing).

Article 4

CONDITIONS

Section 4.01          Closing Date Conditions. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):

(a)            Credit Agreement, Loan Documents and Borrowing Request. The Administrative Agent (or counsel) shall have received from each Loan Party (i) either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent that such party has signed a counterpart of this Agreement, (ii) duly executed copies of the Loan Documents, in each case, to which each Agent, such Lender or Loan Party is a party and (iii) a Borrowing Request as described in Section 4.02(a)(iii).

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(b)            Legal Opinions. The Administrative Agent and each Lender shall have received, on behalf of itself and the Lenders on the Closing Date, a customary written opinion of Skadden, Arps, Slate, Meagher & Flom LLP, New York and California counsel for the Loan Parties.

(c)            Financial Statements and Pro Forma Financial Statements. The Lenders shall have received the financial statements and pro forma financial statements referred to in Section 3.04(a) and Section 3.04(b).

(d)            Closing Certificates; Certified Organizational Documents; Good Standing Certificates; Solvency Certificate. The Administrative Agent and each Lender shall have received (i) a certificate of each Loan Party, dated the Closing Date, which shall (A) certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and (C) contain appropriate attachments, including the Organizational Documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of organization of such Loan Party, (ii) a good standing certificate (if relevant) as of a recent date for each Loan Party from its jurisdiction of organization and (iii) a Solvency Certificate.

(e)            Officer’s Certificate as to Certain Representations and Warranties. The representations set forth in Article 3 shall be true and correct in all material respects, in each case as of the Closing Date, except (A) to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date and (B) that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. The Administrative Agent and each Lender shall have received a certificate, signed by a Responsible Officer of the Borrower, dated the Closing Date, certifying as to the matters set forth in this Section 4.01(e), and in Section 4.01(g) and (h).

(f)             Fees. The Agents shall have received all fees required to be paid on or before the Closing Date by the Borrower to the Lead Arrangers and the Agents (including the fees pursuant to the Administrative Agent Fee Letter and the Fee Letters) and all expenses for which invoices have been presented (including the reasonable and documented fees and expenses of legal counsel), at least two (2) Business Days before the Closing Date, or provisions for the payment of such fees and expenses shall have been made (it being expressly understood and agreed that such fees and expenses may be paid with the proceeds of the Loans funded on the Closing Date).

(g)            Material Adverse Effect. No change, event, condition, circumstance, occurrence or effect shall have occurred since December 31, 2023 which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(h)            Other Indebtedness. After giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Restricted Subsidiaries shall not have any outstanding Indebtedness for borrowed money other than (i) the Obligations and (ii) other Indebtedness permitted under Section 6.02.

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(i)             Pledged Stock; Stock Powers; Share Registers. Except to the extent provided for in Section 5.11 or Section 5.13, the Collateral Agent (or its bailee) shall have received scans of the certificates representing the Capital Stock pledged pursuant to the U.S. Pledge and Security Agreement with originals of said certificates together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof to be delivered post-closing within the timeframe set forth on Schedule 5.13.

(j)             Filings, Registrations and Recordings. Except to the extent provided for in Section 5.11 or Section 5.13, each document (including any UCC financing statement) required by the Collateral Documents (except for the Mortgages and any filings with respect to Intellectual Property) or under law or reasonably requested by the Lenders to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation. Upon the filing of such documents, except to the extent provided for in Section 5.11 or Section 5.13, the Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in the Collateral Documents (except for the Mortgages and any filings with respect to Intellectual Property) (subject to Liens permitted by Section 6.03) to the extent a security interest therein may be perfected by such filing, registration or recordation.

(k)            USA PATRIOT Act. The Administrative Agent and each requesting Lender shall have received at least three Business Days prior to the Closing Date (i) all documentation to include, without limitation, a duly executed IRS Form W-9, or such other applicable IRS Form and other information regarding the Borrower and the Loan Guarantors that have been reasonably requested in writing prior to the Closing Date and reasonably determined by the Administrative Agent or such requesting Lender to be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and (ii) a Beneficial Ownership Certification.

Notwithstanding the foregoing but subject to Section 5.13, to the extent any Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than, (i) a Lien on Collateral of any Loan Party that may be perfected solely by the filing of a financing statement under the UCC and (ii) a pledge of the Capital Stock of the Borrower and the Subsidiary Guarantors to the extent certificated with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate, together with a related stock or equivalent power executed in blank) after the Borrower’s use of commercially reasonable efforts to do so without undue burden, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability and initial funding of the Loans on the Closing Date but shall instead be delivered and/or perfected within the time frames set forth on Schedule 5.13.

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Section 4.02          Conditions to Each Extension of Credit after the Closing Date.

(a)            Subject to Section 1.07(g), the obligations of the Lenders to make Loans and of the Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder (other than any amendment, renewal or extension which does not increase the face amount of such Letter of Credit) on any date after the Closing Date are subject only to the satisfaction of the following conditions precedent (unless waived in accordance with Section 9.02 and subject to Section 2.23(b) in the case of extensions of credit made under Incremental Facilities in connection with Permitted Acquisitions and Investments):

(i)              Representations and Warranties. Subject to Section 1.07(g), each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date except, (A) to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date and (B) that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects.

(ii)             No Default. Subject to Section 1.07(g), no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

(iii)            Borrowing Request. The Administrative Agent and, if applicable, the Issuing Bank or Swing Line Lender, shall have received a Borrowing Request or Issuance Notice and/or letter of credit application, as applicable, in accordance with the requirements of Section 2.03(a), 2.06(a) or 2.07(b)(ii), as applicable.

Each Borrowing (other than any conversion or continuance of any Loans) by and issuance, amendment, renewal or extension of a Letter of Credit (other than any amendment, renewal or extension of a Letter of Credit which does not increase the face amount of such Letter of Credit) on behalf of the Borrower hereunder on or after the Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 4.02 have been satisfied.

Article 5

AFFIRMATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document (other than contingent indemnification obligations for which no claim has been made) have been paid in full in Cash or Cash Collateralized in a manner reasonably satisfactory to the Administrative Agent (at the direction of the Required Lenders) and, in the case of Letters of Credit, each applicable Issuing Bank, the Loan Parties covenant and agree, jointly and severally, with the Lenders that:

Section 5.01          Financial Statements and Other Reports. The Borrower will deliver to the Administrative Agent for delivery to each Lender each of the following:

(a)            Quarterly Financial Statements. Commencing with the Fiscal Quarter ending June 30, 2024, as soon as available, but in any event within 45 days (or, in the case of the first three Fiscal Quarters ending after the Closing Date, 60 days) after the end of each Fiscal Quarter of each Fiscal Year, the consolidated balance sheet of Holdings and its Restricted Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Restricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case, with respect to periods ending on or after June 30, 2024, in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and, within five (5) Business Days of each delivery of financial statements of Holdings and its Restricted Subsidiaries pursuant to this Section 5.01(a), a Narrative Report with respect to the Fiscal Quarter covered by such financial statements;

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(b)            Annual Financial Statements. Commencing with the Fiscal Year ending December 31, 2023, as soon as available, and in any event (i) with respect to the Fiscal Year ending December 31, 2024, within 150 days after the end of such Fiscal Year and (ii) thereafter, within 120 days after the end of each Fiscal Year, (A) the consolidated balance sheet of Holdings and its Restricted Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Restricted Subsidiaries for such Fiscal Year, setting forth in each case, with respect to periods ending on or after June 30, 2025, in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with a Financial Officer Certification and (B) with respect to such consolidated financial statements a report thereon of PricewaterhouseCoopers or any other independent certified public accountants or chartered accountants of recognized national standing selected by Holdings, or other accounting firm reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, other than, in the case of going concern, an explanatory note with respect to an upcoming maturity of any series of indebtedness, any potential inability to satisfy any financial covenant on a future date or for a future period or any matters unrelated to Holdings and is Restricted Subsidiaries, it being understood that the inclusion of an exception or explanatory note will not result in an audit being qualified) and, within five (5) Business Days of each delivery of financial statements of Holdings and its Restricted Subsidiaries pursuant to this Section 5.01(b), a Narrative Report with respect to the Fiscal Year covered by such financial statements;

(c)            Compliance Certificate. Commencing with the delivery of the financial statements for the Fiscal Quarter ending June 30, 2024, concurrently with each delivery of financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.01(a) and Section 5.01(b), a duly executed and completed Compliance Certificate providing in reasonable detail calculation of the Fixed Charge Coverage Ratio and whether Holdings was in compliance with the Total Leverage Covenant on the last day of the applicable Fiscal Quarter or Fiscal Year, as applicable, and the other matters specified therein;

(d)            Notice of Default. Promptly upon any Responsible Officer of Holdings or the Borrower obtaining actual knowledge (i) of the occurrence of any Default or Event of Default or that notice has been given to the Borrower with respect thereto or (ii) of the occurrence of any event or change (including an ERISA Event) that has caused or could reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, event or condition, if any, and what action the Borrower has taken, is taking and proposes to take with respect thereto;

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(e)            Notice of Litigation. Promptly upon any Responsible Officer of Holdings or the Borrower obtaining knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by the Borrower to the Lenders or (ii) any material development in any Adverse Proceeding that, in the case of either clauses (i) or (ii), could be reasonably expected to have a Material Adverse Effect, written notice thereof;

(f)             ERISA. Upon written request of the Administrative Agent, copies of (1) each Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) filed by any Loan Party or, to the extent provided to Holdings, any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, (2) all notices received by any Loan Party, or to the extent provided to Holdings, any of their respective ERISA Affiliates from a Multiemployer Plan sponsor or ERISA Affiliate concerning an ERISA Event and (3) copies of such other documents or governmental reports or filings relating to any Pension Plan or Multiemployer Plan, as the Administrative Agent shall reasonably request;

(g)            Financial Plan. As soon as available, and in any event no later than sixty (60) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2024), a detailed consolidated budget for the following Fiscal Year (including (i) projected consolidated quarterly income statements and (ii) projected consolidated annual balance sheets of Holdings and its Restricted Subsidiaries, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the material underlying assumptions applicable thereto) (collectively, the “Financial Plan”), which Financial Plan shall be based on reasonable estimates, information and assumptions that are reasonable at the time in light of the circumstances then existing, it being understood that projections are subject to uncertainties and actual results may differ materially from the projections and there is no assurance that any projections will be realized;

(h)            Information Regarding Collateral. The Borrower will furnish to the Collateral Agent prompt written notice of any change in any Loan Party’s (i) organizational name, (ii) organizational identity, (iii) jurisdiction of organization or jurisdiction in which any Loan Party’s chief executive office is located or (iv) Federal Taxpayer Identification Number, if any;

(i)             Government Filings. Promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings, the Borrower or any Restricted Subsidiary files with the SEC or any other Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(j)             Quarterly Lender Calls. Quarterly, upon the request of the Required Lenders, at a time mutually agreed with the Administrative Agent following the delivery of the information required pursuant to Section 5.01(a) above and reasonably acceptable to the Borrower, participate in a conference call for Lenders to discuss the financial condition and results of operations of Holdings and its Restricted Subsidiaries for the most recently-ended Fiscal Quarter for which such financial information has been delivered;

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(k)            Beneficial Ownership. Promptly, notice of any change regarding the list of beneficial owners provided in the Beneficial Ownership Certification; and

(l)             Additional Information. Promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request, including, but not limited to, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws.

Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s or any Loan Party’s website, (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) and with respect to material non-public information, solely to the extent any Lender chooses to access the same or (iii) the date on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything to the contrary contained herein, no Loan Party shall be required to deliver any information or other documentation pursuant to clause (d), (e) or (l) of this Section 5.01 or in any Lender call pursuant to clause (j) of this Section 5.01 that (x) constitutes trade secrets or proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any Contractual Obligation or (z) is subject to attorney-client or similar privilege or constitutes attorney work product.

Notwithstanding the foregoing, the obligations in clauses (a), (b) and (i) of this Section  5.01 may be satisfied with respect to any financial statements of Holdings and its Subsidiaries by furnishing the applicable financial statements of the Borrower (or any Parent Company of the Borrower), annual reports or interim reports, as applicable, on Forms 10-K, 10-Q or 8-K or its equivalent in any relevant jurisdiction, as applicable, filed with the SEC within the time periods specified in such paragraphs; provided that, with respect to each of clauses (a) and (b), (i) to the extent such financial statements relate to any Parent Company of Holdings, such financial statements shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to Holdings and its Restricted Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as fairly presenting such information and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such statements are accompanied by a report and opinion of PricewaterhouseCoopers or any other independent registered public accounting firm of nationally recognized standing selected by Holdings or the Borrower, or other accounting firm reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than, in the case of going concern, an explanatory note with respect to an upcoming maturity of any Loans or Commitments occurring within 12 months of the relevant audit or any breach or anticipated breach of any financial covenant).

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Each Lender acknowledges that Information (as defined in Section 9.12) furnished to it pursuant to this Agreement may include material non-public information concerning the Loan Parties and their Related Parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable Requirements of Law, including federal, state, provincial and territorial securities laws. All Information, including requests for waivers and amendments, furnished by the Borrower, any other Loan Party or any Agent or the Lead Arrangers pursuant to, or in the course of administering, this Agreement may contain material non-public information about the Loan Parties and their Related Parties or their respective securities. Accordingly, each Lender represents to the Loan Parties and the Agents and the Lead Arrangers that it has identified a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable Requirements of Law.

Section 5.02          Existence. Except as otherwise permitted under Section 6.09, each Loan Party will, and will cause each of its Restricted Subsidiaries, to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided, no Loan Party or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, license or permit if such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to Holdings and its Restricted Subsidiaries, taken as a whole, or to the Lenders.

Section 5.03          Payment of Taxes and Claims. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, pay all material Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets; provided, no such Tax or claim need be paid if (i) it is not more than thirty days overdue, (ii) it is being contested in good faith by appropriate proceedings, so long as adequate reserves or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor or (iii) failure to pay or discharge the same could not reasonably be expected to result in a Material Adverse Effect.

Section 5.04          Maintenance of Properties. Except where the failure to maintain such properties could not reasonably be expected to have a Material Adverse Effect, each Loan Party will, and will cause each of its Restricted Subsidiaries, to, maintain or cause to be maintained in good working order and condition, ordinary wear and tear, casualty or condemnation excepted, all material tangible properties necessary in the business of Holdings, the Borrower and the Restricted Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof, excluding any repairs, renewals or replacements that are the responsibility of a landlord under a lease.

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Section 5.05          Insurance. The Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings, the Borrower and the Restricted Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons engaged in a Similar Business, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons, it being agreed and understood that compliance with the insurance provisions under a lease that constitutes a Real Estate Asset shall satisfy the requirements of this sentence. Without limiting the generality of the foregoing, to the extent required by any applicable Requirements of Law, the Borrower will maintain or cause to be maintained flood insurance with respect to each Flood Hazard Property that is subject to a Mortgage that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with the Flood Insurance Laws. Unless otherwise waived by the Administrative Agent, in its reasonable discretion, or not available on customary terms, each (i) liability policy identified by the Administrative Agent shall name the Collateral Agent, on behalf of the Lenders, as an additional insured thereunder as its interests may appear and (ii) casualty insurance policy covering Collateral shall contain a Lender’s loss payable clause or endorsement reasonably satisfactory to the Collateral Agent, that names the Collateral Agent, on behalf of the Lenders, as the Lenders’ loss payee thereunder and provides for prior written notice to the Collateral Agent of any cancellation of such policy.

Section 5.06           Inspections. Each Loan Party will, and will cause each of its Restricted Subsidiaries, to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects, with GAAP, shall be made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its Restricted Subsidiaries, to, permit any authorized representatives designated by any Agent to visit and inspect any of the properties of any Loan Party and any of its respective Restricted Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (provided that the Borrower may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at such reasonable times during normal business hours; provided that, excluding such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year, absent the existence of an Event of Default at the Borrower’s expense; provided, further that no Loan Party will be required to disclose, permit the inspection, examination or making copies of or abstracts from, or discussion of, any document, information or other matter that (a) constitutes trade secrets or proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any Contractual Obligation or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

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Section 5.07          Compliance with Laws. Each Loan Party will comply, and shall take reasonable steps to cause each of its Restricted Subsidiaries to comply with the requirements of all applicable Requirements of Law, where noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.08          Environmental.

(a)            Environmental Disclosure. The Borrower will reasonably and promptly deliver to the Administrative Agent and the Lenders reasonably detailed written notice of the occurrence of any event, or the identification of any condition, that could reasonably be expected to result in Environmental Liability that could reasonably be expected to have a Material Adverse Effect, and shall provide with reasonable promptness, documents and information from time to time that may be reasonably requested by the Administrative Agent in relation to any such events or conditions; provided that no Loan Party or Restricted Subsidiary thereof shall be required to deliver any notice, information or other documentation pursuant to this Section 5.08(a) (x) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or (y) is subject to attorney-client or similar privilege or constitutes attorney work product.

(b)            Environmental. Each Loan Party shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Loan Party or its Restricted Subsidiaries that could reasonably be expected to have a Material Adverse Effect, (ii) make an appropriate response to any Environmental Claim against or in connection with any Environmental Liability of such Loan Party or any of its Restricted Subsidiaries, and discharge any obligations it may have to any Person thereunder or under any Environmental Laws where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.09          Reserved.

Section 5.10          Use of Proceeds. (a) The proceeds of the Initial Term Loans will be used only for the purposes specified in the introductory statement to this Agreement, (b) the proceeds of the Term Loans (other than the Initial Term Loans) shall be used for general corporate purposes, including to refinance existing Indebtedness or make Permitted Acquisitions, Investments or Restricted Payments permitted hereunder and (c) the proceeds of the Revolving Loans will be used in accordance with Section 2.05(c). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would entail a violation of Regulation T, Regulation U or Regulation X.

Section 5.11          Additional Collateral; Further Assurances.

(a)            Subject to applicable law, in the event that any Person becomes a direct or indirect wholly-owned Domestic Subsidiary that is not an Excluded Subsidiary of the Borrower after the Closing Date, or a wholly-owned Domestic Subsidiary of the Borrower ceases to be an Excluded Subsidiary, the Borrower shall promptly notify the Administrative Agent of that fact and cause such Subsidiary to become a Loan Party within thirty days thereafter (or such later date as is reasonably acceptable to the Administrative Agent) by executing a Joinder Agreement in substantially the form set forth as Exhibit C hereto or other form in accordance with applicable law and acceptable to the Collateral Agent and the Borrower (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Collateral Agent, for the benefit of the Secured Parties, in each case, in any property of such Loan Party which constitutes Collateral, on such terms as may be required pursuant to the terms of the Collateral Documents (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of this Section 5.11, the limitations with respect to Real Estate Assets set forth in paragraph (d) of this Section 5.11, and any other limitations set forth herein or in the Collateral Documents).

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(b)            Subject to paragraph (e) below, the Borrower and each Subsidiary Guarantor will cause (i) 100% of the issued and outstanding Capital Stock of each of its Domestic Subsidiaries held by it and (ii) 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock (or such lesser percentages as may be held by the Loan Parties), in each case, of each of its first-tier CFCs or CFC Holding Companies, in each case, to be subject at all times to a first priority (subject to Permitted Liens) perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Agents shall reasonably request.

(c)            Without limiting the foregoing, each Loan Party will execute and deliver, or cause to be executed and delivered, to the Agents such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents, delivery of opinions and title insurance and such other actions or deliveries of the type required by Section 4.01, as applicable, which the Agents may, from time to time, reasonably request) to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents (to the extent required therein), all at the expense of the Loan Parties. Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, neither the Borrowers nor any Subsidiary of any Borrower shall have any obligation to perfect Liens in any Intellectual Property created, registered or applied-for in any jurisdiction other than the United States.

(d)            Subject to the limitations set forth or referred to in this Section 5.11, if any Material Real Estate Assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under any Collateral Document that become subject to the Lien in favor of the Collateral Agent upon acquisition thereof), or a Real Estate Asset becomes a Material Real Estate Asset, the Borrower will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a first priority (subject to Permitted Liens) perfected Lien securing the Secured Obligations within 120 days of delivery of such notice and will take, and cause the Subsidiary Guarantors to deliver (i) a Mortgage with respect to such Material Real Estate Asset, (ii) a policy of title insurance (or a marked-up title insurance commitment having the effect of a policy of title insurance) on such Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties in form and substance and in an amount reasonably acceptable to the Collateral Agent insuring such Mortgage to be a valid subsisting first priority Lien on the property described therein, free and clear of all Liens other than Permitted Liens and contain such endorsements as are reasonably requested by the Collateral Agent, (iii) an opinion from local counsel in each jurisdiction where such Mortgaged Property is located regarding the enforceability and perfection of such Mortgage and otherwise in form and substance reasonably satisfactory to the Collateral Agent, (iv) a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Material Real Estate Asset (together with a notice about special flood hazard area status and flood disaster assistance), duly executed and acknowledged by the applicable Loan Party if required by the Flood Insurance Laws, together with evidence of flood insurance, to the extent required in Section 5.05 hereof and (v) a new ALTA or existing survey together with a no change affidavit sufficient for the title company to remove all standard survey exceptions from such Mortgage Policy and issue the endorsements required in clause (ii) above.

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(e)            Notwithstanding anything to the contrary in this Section 5.11, Real Estate Assets required to be mortgaged under this Section 5.11 shall be limited to Material Real Estate Assets and notwithstanding anything to the contrary contained herein, (i) the Loan Parties shall not be required to grant or perfect a Lien (A) in any assets to the extent the burden or cost (including any material adverse Tax consequences or mortgage recording Tax consequences) of obtaining or perfecting a Lien therein outweighs the benefit of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent or if the granting of a Lien in such asset would be prohibited by enforceable anti-assignment provisions of contracts or applicable law or with respect to any assets to the extent such a security interest would violate the terms of any contract with respect to such assets or would require governmental consent, approval, license or authorization, or the consent of one or more third parties (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law) or would trigger termination pursuant to any “change of control” or similar provision, (B) Capital Stock issued by and assets of partnerships, Joint Ventures and non-wholly-owned subsidiaries which cannot be pledged without the consent of one or more third parties or the pledge of which is prohibited by the terms of any applicable charter, Joint Venture agreement, shareholder agreement or similar agreement that, in the case of the Borrower and its Subsidiaries, is in effect on the Closing Date, and, in the case of any other acquired assets or Person, that is in effect at the time of the relevant acquisition (and was not entered into in contemplation thereof); provided that, for the avoidance of doubt, neither Holdings nor any Restricted Subsidiary shall have any obligation to obtain such consent, (C) in assets of any Foreign Subsidiaries or Excluded Subsidiaries (it being understood and agreed that in no event shall any pledge agreement, security agreement or hypothec governed by the laws of any jurisdiction other than the United States be required with respect to the pledge of any Capital Stock of any Foreign Subsidiary), (D) in margin stock, (E) in any applications for trademarks or service marks filed in the United States Patent and Trademark Office on the basis of the applicant’s intent-to-use such mark unless and until evidence of use of the mark in interstate commerce is filed with, and accepted by, the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. §1051, et seq.), (F) any assets subject to liens securing permitted receivables financings (including Factoring Assets to the extent sold, pledged or otherwise transferred in connection with a Factoring Transaction), (G) any lease, license, contract, third party arrangement or other agreement or any property subject to a purchase money security interest, finance lease obligation or similar arrangement permitted by this Agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money, finance lease or similar arrangement or create a right of termination in favor of any other party thereto (other than Holdings or any of the Restricted Subsidiaries) or otherwise amend any rights, benefits and/or obligations or require the taking of any action that would be materially adverse to the Borrower or any Loan Guarantor, after giving effect to the applicable anti assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or (H) (u) payroll, healthcare, zero balance and other employee wage and benefit accounts, (v) tax accounts, including, without limitation, sales tax accounts, (w) escrow, defeasance and redemption accounts, (x) fiduciary or trust accounts, (y) accounts utilized solely to hold amounts on deposit of any party other than the Borrower, a Loan Guarantor or any Restricted Subsidiary thereof, and (z) cash collateral accounts securing credit card facilities, merchant accounts and letter of credit facilities, and, in the case of clauses (u) through (z), the funds or other property held in or maintained in any such accounts (collectively, any property of the type described in clauses (A) through (H) above, “Excluded Personal Property”); (ii) Liens granted on the following Collateral shall not be required to be perfected: (A) Cash and Cash Equivalents, deposit, securities and commodities accounts (including securities entitlements and related assets), in each case, to the extent a Lien therein cannot be perfected by the filing of a financing statement under the UCC or other applicable law; (B) other assets requiring perfection through control agreements (other than Capital Stock of Subsidiaries required to be pledged under the Collateral Documents); (C) vehicles and any other assets subject to certificates of title; (D) commercial tort claims not anticipated to exceed $2,000,000; (E) letter of credit rights to the extent not perfected by the filing of a financing statement under the UCC and (F) to the extent the burden or cost of perfecting such Lien is unreasonable in relation to the benefits to the Lenders of the security afforded thereby in the Administrative Agent’s reasonable judgment after consultation with the Borrower; (iii) no actions in any non-U.S. jurisdiction or required by the law of any non-U.S. jurisdiction shall be required in order to create a security interest in any assets or to perfect or make enforceable such security interest (including property registered or applied-for in any non-U.S. jurisdiction) it being understood that there shall be no security agreement or pledge agreement governed under the laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to Intellectual Property, (iv) no Loan Party shall be required to seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter of agreement, (v) the Loan Parties will not be required, nor will any Agent be authorized, to pledge or perfect security interests in the assets constituting Collateral other than by (a) “all asset” filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant jurisdiction, (b) filings in (x) the United States Patent and Trademark Office with respect to any U.S. registered patents and trademarks and (y) the United States Copyright Office of the Library of Congress with respect to copyright registrations (and any exclusive licenses of registered copyrights granted to a Loan Party), in the case of each of (x) and (y), constituting Collateral, (c) Mortgage filings in the applicable jurisdiction with respect to any Material Real Estate Asset constituting Collateral and (d) delivery to the Collateral Agent (or a bailee or other agent of the Administrative Agent) to be held in its possession of all Collateral consisting of (x) certificates representing pledged Capital Stock and (y) promissory notes and other instruments constituting Collateral; provided that promissory notes and instruments having an aggregate principal amount less than $10.0 million need not be delivered to the Collateral Agent and (vi) in no event shall any leasehold interest in real property constitute Collateral. Notwithstanding the foregoing, if any Lender is prohibited from holding or benefiting from a Lien over real or immovable property pursuant to any law of the United States of America, such Lender shall notify the Administrative Agent and disclaim any benefit of such Lien to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.

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Section 5.12          Designation Of Unrestricted Subsidiaries. The Borrower may at any time designate any subsidiary of Holdings as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing and subject to 1.07(g), Borrower shall be in compliance with Section 6.01 on a Pro Forma Basis as of the last day of the most recently ended Test Period; (ii) the Borrower may not be designated as an Unrestricted Subsidiary, (iii) no Unrestricted Subsidiary shall own any Capital Stock in Holdings or its Restricted Subsidiaries, (iv) all Indebtedness owing by Holdings or any Restricted Subsidiary to any Unrestricted Subsidiary shall be subordinated in right of payment to the Obligations pursuant subordination provisions no less favorable, taken as a whole, than those contained in Exhibit J or as otherwise reasonably acceptable to the Administrative Agent, (v) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, Holdings or its Restricted Subsidiaries, (vi) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to Holdings or its Restricted Subsidiaries with respect to such Indebtedness except as permitted pursuant to this Agreement, (vii) none of Holdings or any of its Restricted Subsidiaries shall have any obligation to subscribe for additional Capital Stock of any Unrestricted Subsidiary or to preserve or maintain the financial condition of any Unrestricted Subsidiary if such obligation would result in a Default and (viii) none of Holdings or any of its Restricted Subsidiaries shall transfer (including without limitation, by way of exclusive license) any material Intellectual Property or strategic assets to any Unrestricted Subsidiary (and, at the time of designation as an Unrestricted Subsidiary, no Unrestricted Subsidiary shall own or exclusively license any material Intellectual Property); provided that (x) if at any time the aggregate amount of Consolidated Total Assets attributable to all Subsidiaries that are Unrestricted Subsidiaries exceeds 15.0% of Consolidated Total Assets as of the end of any such Fiscal Quarter or (y) if at any time the aggregate amount of Consolidated Adjusted EBITDA attributable to all Subsidiaries that are Unrestricted Subsidiaries exceeds 15.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available), in each case, the Borrower shall designate sufficient Subsidiaries as Restricted Subsidiaries to eliminate such excess, and such designated Subsidiaries shall no longer constitute Unrestricted Subsidiaries under this Agreement. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.08(ff)). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. For the avoidance of doubt, Unrestricted Subsidiaries shall not be subject to Section 2.13 or Article 3, Article 5, Article 6 and Article 7 for so long as they are designated as such. Notwithstanding the foregoing, no Subsidiary designated an Unrestricted Subsidiary that is subsequently designated a Restricted Subsidiary shall be redesignated an Unrestricted Subsidiary thereafter.

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Section 5.13          Post-Closing Items. The Borrower shall, and shall cause its Subsidiaries to, take the actions set forth in Schedule 5.13, within the timeframes set forth therein.

Article 6

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document (other than contingent indemnification obligations for which no claim has been made) have been paid in full in Cash or Cash Collateralized in a manner reasonably satisfactory to the Administrative Agent and, in the case of Letters of Credit, each applicable Issuing Bank, the Loan Parties covenant and agree, jointly and severally, with the Lenders that:

Section 6.01          Financial Covenants.

(a)            Commencing with the Fiscal Quarter ending June 30, 2024, Holdings shall not permit the Total Leverage Ratio as of the last day of any Fiscal Quarter to be greater than 3.50:1.00.

(b)            Commencing with the Fiscal Quarter ending June 30, 2024 through the Fiscal Quarter ending March 31, 2025, Holdings shall not permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter to be less than 1.15:1.00, and, commencing with the Fiscal Quarter ending June 30, 2025 and for each Fiscal Quarter thereafter, Holdings shall not permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter to be less than 1.25:1.00.

(c)            For purposes of determining compliance with the financial covenants set forth herein, any Cash sale or issuance of, or contributions in respect of, Capital Stock (which shall be in the form of or in respect of common equity, or preferred equity that is not Disqualified Capital Stock or other Capital Stock, in each case, on terms reasonably acceptable to the Required Lenders) of the Borrower during the applicable Fiscal Quarter and on or prior to the day that is fifteen (15) Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable with respect to such Fiscal Quarter (the “Cure Expiration Date”), shall, at the request of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA for the purposes of determining compliance with the financial covenants set forth herein for periods including such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (a) in each four Fiscal Quarter-period, the Specified Equity Contribution shall not be exercised more than twice and there shall not be more than five Specified Equity Contributions during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required, as reasonably determined by the Borrower, to cause Holdings to be in compliance with the financial covenants set forth herein, (c) all Specified Equity Contributions shall be disregarded for all other purposes of this Agreement, including for all other purposes of this Article 6, during the period included in the calculation of Consolidated Adjusted EBITDA and (d) no pro forma effect shall be given during such Fiscal Quarter for any reduction in Indebtedness made with the proceeds of such Specified Equity Contribution. Notwithstanding the provisions of Article 7, neither the Agents nor any Lender may exercise any remedies specified in this Agreement (or any other Loan Document) arising from an Event of Default resulting from a breach of this Section 6.01 for a period commencing upon receipt of notice from the Borrower that it intends to cure non-compliance with the financial covenants included herein by a Specified Equity Contribution through the Cure Expiration Date. No Lender will be required to extend new Revolving Loans or Swing Line Loans, or issue or extend new Letters of Credit from the date of receipt of such notice until the date the Specified Equity Contribution is received.

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Section 6.02          Indebtedness. Neither Holdings, nor the Borrower shall, nor shall they permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any Indebtedness, except:

(a)            the Obligations;

(b)            [reserved];

(c)            Indebtedness of (i) the Borrower or Holdings to any Restricted Subsidiary, (ii) any Restricted Subsidiary to the Borrower or Holdings or any other Restricted Subsidiary; provided that (x) the aggregate principal amount of Indebtedness owed by any Non-Guarantor Subsidiary to the Borrower or any other Loan Party shall not exceed at any time outstanding the amount permitted to be invested in Non-Guarantor Subsidiaries (including Foreign Subsidiaries) pursuant to Section 6.08 (and shall constitute a use of such Investment capacity) and (y) all Indebtedness owing by any Loan Party to any Non-Guarantor Subsidiary shall be subordinated in right of payment to the Obligations pursuant to (1) the terms of the applicable promissory note (if any); provided that any such promissory note entered into after the Closing Date shall contain subordination provisions no less favorable, taken as a whole, than those contained in Exhibit J or as otherwise reasonably acceptable to the Administrative Agent or (2) an intercompany subordination agreement in the form of Exhibit J or as otherwise reasonably acceptable to the Administrative Agent and (iii) any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary;

(d)            Indebtedness incurred by Holdings, the Borrower or any Restricted Subsidiary arising from agreements providing for indemnification, reimbursement, adjustment of purchase price, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement, contingent earnout obligations or similar obligations, incurred in connection with Dispositions, Permitted Acquisitions or other sales or purchases of assets in each case permitted hereunder, and in connection with guaranties or letters of credit, surety bonds or performance bonds securing the performance of Holdings, the Borrower or any such Restricted Subsidiary pursuant to such agreements;

(e)            Indebtedness (including deposits) in respect of (i) the performance of tenders, statutory obligations, surety, stay and appeal bonds, bids, licenses, leases, government contracts, trade contracts, performance and return-of-money bonds, completion guarantees, import and export custom and duty guarantees and other similar obligations and (ii) any letter of credit, bank guarantee or similar obligation issued in respect thereto;

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(f)             Indebtedness in respect of (i) Banking Services Obligations, (ii) other netting services, overdraft protections, automated clearinghouse arrangements and similar transactions and otherwise in connection with Deposit Accounts and (iii) repurchase agreements permitted under Section 6.08, in each case incurred in the ordinary course of business;

(g)            Guarantees of the obligations of suppliers, customers, franchisees, lessors and licensees by the Borrower, Holdings and the Restricted Subsidiaries in the ordinary course of business;

(h)            Guarantees by Holdings or the Borrower of Indebtedness or other obligations of a Restricted Subsidiary or guaranties by a Restricted Subsidiary or the Borrower of Indebtedness or other obligations of Holdings or the Borrower or a Restricted Subsidiary, in each case, of Indebtedness otherwise permitted to be incurred by such Person pursuant to this Section 6.02 or obligations not prohibited by this Agreement; provided that (i) no Guarantee by Holdings or any Restricted Subsidiary of any Junior Financing, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt or any Permitted Refinancing of any of the foregoing, in each case, shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein, (ii) if the Indebtedness being Guaranteed is Junior Financing, such Guarantee shall be subordinated in payment and/or lien priority to the Guarantee of the Obligations on terms at least as favorable, taken as a whole, to the Lenders as those contained in the subordination of such Junior Financing and (iii) in the case of guaranties by a Loan Party of the obligations of a Non-Guarantor Subsidiary, such guaranties shall be an Investment permitted by Section 6.08;

(i)             Indebtedness outstanding as of the Closing Date which, if in excess of $2,000,000, is set forth, in all material respects, in Schedule 6.02;

(j)             the Non-Guarantor Subsidiaries may become and remain liable with respect to Indebtedness in an aggregate principal amount at any time outstanding not to exceed the greater of $6,000,000 and 10.0% Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the incurrence of such Indebtedness for which financial statements have been made available (or were required to be made available);

(k)            Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(l)             Indebtedness of Holdings and the Restricted Subsidiaries with respect to Capital Leases and purchase money Indebtedness and any Permitted Refinancing Indebtedness in respect thereof, in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $6,000,000 and (ii) 10.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section  5.01(a) or (b), in each case incurred within 270 days after the applicable acquisition, completion of construction, installation, improvement, repair or replacement of the relevant assets; provided that any such Indebtedness shall be secured only by the assets so acquired, constructed, installed, improved, repaired or replaced, and the proceeds and products thereof (and accessions or additions that are affixed or incorporated into such property) and other assets also financed by the same counterparty or its affiliate;

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(m)            Indebtedness of Holdings and the Restricted Subsidiaries assumed or incurred in connection with Permitted Acquisitions so long as (i) if the aggregate principal amount of Indebtedness assumed or incurred under this paragraph m exceeds $15,000,000, after giving effect to the assumption or incurrence of such Indebtedness and such Permitted Acquisition on a Pro Forma Basis as of the last day of the most recent Fiscal Quarter of Holdings for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), the Total Leverage Ratio does not exceed 2.50:1.00, (ii) the aggregate principal amount of such Indebtedness of which Non-Guarantor Subsidiaries may become and remain liable pursuant to this clause (m) shall not exceed, together with the aggregate principal amount of Indebtedness incurred by Non-Guarantor Subsidiaries under clauses (ee) and (gg) of this Section 6.02, the greater of $10,000,000 and 15.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the incurrence of such Indebtedness for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at any time outstanding in the aggregate, (iii) before and after giving effect thereto, no Event of Default shall have occurred and be continuing, (iv) with respect to any secured Indebtedness incurred pursuant to this clause (m), such Indebtedness shall comply with the conditions set forth in subclauses (A), (C), (E) and (F) of the proviso to clause (ee) of this Section 6.02 and (v) with respect to any unsecured Indebtedness incurred pursuant to this clause (m), such Indebtedness shall comply with the conditions set forth in subclauses (A) and (B) of the proviso to clause (gg) of this Section 6.02; provided, further that if such Indebtedness is secured on a pari passu basis with respect to the Liens securing the Obligations, then such Indebtedness shall be subject to the MFN Adjustment;

(n)            Indebtedness owed to equity holders of any Parent Company, or to current or former employees, officers, directors, managers or consultants of any Parent Company, Holdings, the Borrower or any Restricted Subsidiary or such employees’, officers’, directors’, managers’, or consultants’ respective Immediate Family Members, in each case to redeem or repurchase Capital Stock from such Persons; provided that (x) such Indebtedness, together with any Restricted Payments made pursuant to Section 6.05(c)(iii), is in an aggregate principal amount that does not exceed $5,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year being carried over to the succeeding Fiscal Years) and $20,000,000 in the aggregate from the Closing Date;

(o)            Indebtedness in respect of commercial letters of credit or standby letters of credit, in each case obtained in the ordinary course of business in an aggregate principal amount for all such letters of credit not to exceed $1,000,000 at any time outstanding;

(p)            Guarantees by Holdings or the Borrower of Indebtedness of a Non-Guarantor Subsidiary that is permitted to be incurred pursuant to Section 6.02(j);

(q)            the Borrower, Holdings and any Restricted Subsidiaries may become and remain liable for any Indebtedness which represents a Permitted Refinancing of any Indebtedness permitted under Section 6.02(i), (m), (v), (ee)(y) or (gg)(y);

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(r)            Indebtedness under any Hedge Agreements for the purpose of hedging risks associated with Holdings’, the Borrower’s and/or the Restricted Subsidiaries’ operations (including, without limitation, interest rate and foreign exchange and commodities price risks) in the ordinary course of business and not for speculative purposes;

(s)            Indebtedness in an aggregate principal amount not to exceed, when taken together with effective Liens incurred under Section 6.03(r), the greater of $12,000,000 and 20.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the incurrence of such Indebtedness for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at any time outstanding; provided, that, the amount of Indebtedness permitted to be incurred under this Section 6.02(s) shall be reduced by the aggregate principal amount of Indebtedness incurred pursuant to Section 6.02(ff).

(t)            Attributable Indebtedness incurred in connection with Sale and Lease-Back Transactions, together with the aggregate principal amount of Sale and Lease-Back Transactions permitted under Section 6.12, in an aggregate principal amount not to exceed $7,500,000 at any time outstanding;

(u)            all premiums (if any), interest (including any post-petition interest), fees, expenses, charges and contingent payments, in each case with respect to Indebtedness otherwise permitted hereunder;

(v)            Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt;

(w)            Indebtedness of Joint Ventures and/or any Indebtedness incurred on behalf thereof or representing guarantees of Indebtedness of Joint Ventures at any time outstanding not to exceed the greater of $7,500,000 and 12.5% Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the incurrence of such Indebtedness for which financial statements have been made available (or were required to be made available);

(x)             to the extent constituting Indebtedness, deferred compensation to current or former employees, officers, directors, managers or consultants of any Parent Company, Holdings, the Borrower and the Subsidiaries incurred in the ordinary course of business or in connection with the Transactions, any Permitted Acquisition or any other transaction permitted under this Agreement;

(y)            letters of credit, bank guarantees or similar items issued (i) in connection with workers’ compensation, unemployment insurance or premiums related thereto and other social security obligations, pension obligations, vacation pay, health, disability or other employee benefits, or (ii) to secure liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty, liability or other insurance and reimbursement claims or self-insurance of any Parent Company, Holdings, the Borrower or any Restricted Subsidiary;

(z)            to the extent constituting Indebtedness, (i) contingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to any Real Estate Asset of the Borrower or any Restricted Subsidiary, (ii) unfunded pension fund and other Employee Benefit Plan obligations and liabilities to the extent that they are permitted to remain unfunded under applicable law and (iii) obligations in connection with repurchase agreements constituting Cash Equivalents at the time such Investment was made;

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(aa)          Indebtedness in respect of any letter of credit issued in favor of any Issuing Bank or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.26(e);

(bb)          Indebtedness in respect of any bankers’ acceptance, bank guarantees, warehouse receipt or similar facilities entered into in the ordinary course of business;

(cc)          Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services;

(dd)         [reserved];

(ee)          Indebtedness of the Borrower, Holdings, or any Restricted Subsidiary secured on a pari passu or junior basis with respect to the Liens securing the Obligations in an aggregate principal amount not to exceed (x) the amount permitted pursuant to clause (a) of the definition of “Maximum Incremental Amount” plus (y) such amount that shall not cause, the Total Leverage Ratio, on a Pro Forma Basis and after giving effect to the application of proceeds thereof, as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), to exceed 2.50:1.00; provided that (A) such Indebtedness has a Weighted Average Life to Maturity not shorter than that for the Initial Term Loans (determined without giving effect to prepayments that reduce amortization); provided, that such Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long-term Indebtedness otherwise satisfying this clause (A) on terms pursuant to which such refinancing or replacement shall be made automatically and without any conditions precedent to such refinancing or replacement (other than a default of the type described in Section 7.01(f) and (g) of this Agreement), in which case, on or prior to the first anniversary of the incurrence of such bridge or other credit facility, this clause (A) shall not prohibit the inclusion of customary terms for bridge facilities providing for customary mandatory prepayment, repurchase or redemption of such bridge or interim credit facility with such long-term Indebtedness, (B) subject to Section 1.07(g), no Event of Default shall have occurred and be continuing or would result therefrom, (C) the stated final maturity of such Indebtedness is at least 91 days outside the Latest Maturity Date at the time of such incurrence; provided, that such Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long-term Indebtedness otherwise satisfying this clause (C) on terms pursuant to which such refinancing or replacement shall be made automatically and without any conditions precedent to such refinancing or replacement (other than a default of the type described in Section 7.01(f) and (g) of this Agreement), in which case, on or prior to the first anniversary of the incurrence of such bridge or other credit facility, this clause (C) shall not prohibit the inclusion of customary terms for bridge facilities providing for customary mandatory prepayment, repurchase or redemption of such bridge or interim credit facility with such long-term Indebtedness, (D) such Indebtedness is not guaranteed by any Person other than the Loan Parties (or Persons that become Loan Parties in connection therewith) and is not secured by any assets of Holdings and its Subsidiaries other than the Collateral (or assets that become Collateral in connection therewith), (E) either such Indebtedness (x) does not contain terms (other than pricing, rate floors, discounts, fees and optional redemption provisions) materially more restrictive (taken as a whole) on Holdings and its Subsidiaries than those contained in this Agreement or (y) includes market terms and conditions as of the time of incurrence for first lien or junior lien secured loans or debt securities, as applicable; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative Agent may reasonably agree) 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 certifying that the Borrower has determined in good faith that the terms of such Indebtedness satisfy the requirements of this clause (E)  shall be conclusive evidence that such terms satisfy such requirements unless the Administrative Agent notifies the Borrower within such period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (F) such Indebtedness will be subject to the First Lien Intercreditor Agreement or the Junior Lien Intercreditor Agreement, as applicable; provided, further that (x) if such Indebtedness is secured on a pari passu basis with respect to the Liens securing the Obligations, then such Indebtedness shall be subject to the MFN Adjustment and (y) the aggregate principal amount of such Indebtedness incurred by Non-Guarantor Subsidiaries pursuant to this clause (ee) shall not exceed, together with the aggregate principal amount of Indebtedness incurred by Non-Guarantor Subsidiaries under clauses (m) and (gg) of this Section 6.02, $10,000,000 in the aggregate;

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(ff)           Indebtedness arising from or incurred in connection with any Factoring Transaction; and

(gg)         unsecured Indebtedness of the Borrower, Holdings or any Restricted Subsidiary in an aggregate principal amount not to exceed (x) the amount permitted pursuant to clause (a) of the definition of “Maximum Incremental Amount” plus (y) such amount as shall not cause the Total Leverage Ratio, on a Pro Forma Basis after giving effect to the application of proceeds thereof, as of the last day of the most recently ended Test Period, to exceed 2.50:1.00; provided that (A) the stated final maturity of such Indebtedness is at least 91 days outside the Latest Maturity Date at the time of such incurrence; provided, that such Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long-term Indebtedness otherwise satisfying this clause (A) on terms pursuant to which such refinancing or replacement shall be made automatically and without any conditions precedent to such refinancing or replacement (other than a default of the type described in Section 7.01(f) and (g) of this Agreement), in which case, on or prior to the first anniversary of the incurrence of such bridge or other credit facility, this clause (A) shall not prohibit the inclusion of customary terms for bridge facilities providing for customary mandatory prepayment, repurchase or redemption of such bridge or interim credit facility with such long-term Indebtedness; (B) such Indebtedness has a Weighted Average Life to Maturity not shorter than the Initial Term Loans (determined without giving effect to prepayments that reduce amortization); provided, that such Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long-term Indebtedness otherwise satisfying this clause (B) on terms pursuant to which such refinancing or replacement shall be made automatically and without any conditions precedent to such refinancing or replacement (other than a default of the type described in Section 7.01(f) and (g) of this Agreement), in which case, on or prior to the first anniversary of the incurrence of such bridge or other credit facility, this clause (B) shall not prohibit the inclusion of customary terms for bridge facilities providing for customary mandatory prepayment, repurchase or redemption of such bridge or interim credit facility with such long-term Indebtedness; (C) subject to Section 1.07(g), no Event of Default shall have occurred and be continuing or would result therefrom; (D) if such Indebtedness is Subordinated Indebtedness, such Indebtedness shall be subordinated to the Obligations in a manner that is either consistent with market subordination terms as of the time of incurrence for high-yield subordinated loans or debt securities or otherwise reasonably acceptable to the Administrative Agent; and (E) such Indebtedness (x) does not contain terms (other than pricing, rate floors, discounts, fees and optional redemption provisions) materially more restrictive (taken as a whole) on Holdings and its Subsidiaries than those contained in this Agreement or (y) includes then-market terms and conditions for such type of Indebtedness being incurred, as determined by the Borrower in good faith and certified by a responsible officer of the Borrower; provided that the aggregate principal amount of such Indebtedness incurred by Non-Guarantor Subsidiaries pursuant to this clause (gg) shall not exceed, together with the aggregate principal amount of Indebtedness incurred by Non-Guarantor Subsidiaries under clauses  (m) and (ee) of this Section 6.02, $10,000,000 in the aggregate.

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For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

For purposes of determining compliance with this Section 6.02, (x) the principal amount of Indebtedness outstanding under any clause of this Section 6.02 will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness and (y) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was incurred in compliance with this Section 6.02.

The accrual of interest, the accrual of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.02. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of Holdings dated such date prepared in accordance with GAAP.

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Section 6.03          Liens. Neither Holdings, nor the Borrower shall, nor shall they permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any of its property or assets of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except:

(a)            (i) Liens granted pursuant to the Loan Documents to secure the Secured Obligations and (ii) Liens on Cash or deposits granted in favor of the Swing Line Lender or the Issuing Bank to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively;

(b)            Liens for Taxes not then due or if due obligations with respect to such Taxes that are not at such time required to be paid pursuant to Section 5.03 or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(c)            statutory Liens and Liens arising by operation of law of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other similar Liens imposed by law, in each case incurred in the ordinary course of business and which secure amounts not overdue for a period of more than sixty days or if more than sixty days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings;

(d)            Liens incurred (i) in the ordinary course of business in connection with workers’ compensation, unemployment insurance or premiums related thereto and other types of social security obligations, pension obligations, vacation pay, health, disability or other employee benefits, (ii) in the ordinary course of business to secure the performance of tenders, statutory obligations, surety, stay and appeal bonds, bids, licenses, leases, government contracts, trade contracts, performance and return-of-money bonds, completion guarantees and other similar obligations (exclusive of obligations for the payment of borrowed money), (iii) in respect of pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty, and liability or other insurance and reimbursement claims or self-insurance to any Parent Company, Holdings, the Borrower and the Restricted Subsidiaries and (iv) in respect of deposits or pledges to secure letters of credit, bank guarantees, or similar items posted to support the payment of items in the foregoing clauses (i) through (iii);

(e)            exceptions that would be listed in a title policy with respect to any Real Estate Asset, and any other easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, individually or in the aggregate, which do not and could not reasonably be expected to have a Material Adverse Effect on Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, and the value, use and occupancy of the Real Estate Asset thereof, including licenses, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas and oil pipelines, steam and water mains or electric light and power or telephone and telegraph conduits, poles, wires and cables;

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(f)            any (i) interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license permitted hereunder, (ii) landlord liens permitted by the terms of any lease, (iii) restriction or encumbrance that the interest or title of such lessor, sublessor, licensor or sublicensor may be subject to (including ground leases) or (iv) subordination of the interest of the lessee or sublessee, licensee or sublicensee under such lease or license to any restriction or encumbrance referred to in the preceding clause  (iii);

(g)            Liens solely on any Cash or Cash Equivalent earnest money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or to secure any letter of credit, bank guaranty or similar obligation issued in respect thereof;

(h)            purported Liens evidenced by the filing of precautionary UCC or similar filings or notices relating solely to operating leases, consignment arrangements or bailee arrangements entered into in the ordinary course of business;

(i)             Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of property in the ordinary course of business;

(j)             any zoning, building or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use or dimensions of any Real Estate Asset or structure thereon, in each case which does not and could not reasonably be expected to have a Material Adverse Effect on Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, including official plans, zoning and building by-laws, restrictive covenants and other land use limitations, public or private, and other restrictions as to the use of any Real Estate Asset;

(k)            to the extent that such Liens do not materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary or preclude any use of the applicable property for its intended purpose (i) licenses or sublicenses of Intellectual Property rights granted by Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business or to Holdings, the Borrower or any Restricted Subsidiary and (ii) leases or subleases granted by Holdings, the Borrower or any Restricted Subsidiary to third parties in respect of property that Holdings reasonably determines is not necessary to the operation of the business in the ordinary course of business;

(l)             Liens described in Schedule 6.03(l) and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.02 and (B) proceeds and products thereof and (ii) to the extent securing Indebtedness, the modification, renewal, extension or refinancing of the Indebtedness or other obligations secured or benefited by such Liens is permitted by Section 6.02;

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(m)            (i) Liens securing Indebtedness permitted pursuant to Section 6.02(l); provided that any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness (and after acquired property, the proceeds and products thereof and accessions or additions thereto and other assets also financed by the same counterparty or its affiliate) and (ii) Liens securing Permitted Refinancing Indebtedness in respect of Indebtedness permitted pursuant to Section 6.02(l); provided that any such Lien does not extend to any asset not covered by the Lien securing the Indebtedness that is refinanced (except for after acquired property, the proceeds or products thereof, and accessions or additions thereto and other assets also financed by the same counterparty or its affiliate);

(n)            (i) Indebtedness incurred pursuant to Section 6.02(m) may be secured by Liens on the assets of the newly acquired Subsidiary; provided that such Indebtedness was not created in contemplation of the acquisition of such assets or Subsidiary by Holdings, the Borrower or any Restricted Subsidiary and (ii) Liens securing Indebtedness incurred pursuant to Section 6.02(q) (solely with respect to the Permitted Refinancing of Indebtedness permitted pursuant to Section 6.02(m)); provided that such Lien shall not extend to any asset not covered by the Lien securing the Indebtedness that is refinanced and the proceeds or products thereof, and accessions or additions thereto and other assets also financed by the same counterparty or its affiliate;

(o)            Liens (i) that are contractual rights of setoff relating to the establishment of depositary relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft, cash management or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business;

(p)            Liens securing Indebtedness permitted pursuant to Section 6.02(i) or other obligations, in each case outstanding immediately prior to the Closing Date and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after acquired property covered by such Lien, (B) the proceeds or products thereof and (C) accessions or additions thereto and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens, which to the extent constituting Indebtedness, is permitted by Section 6.02;

(q)            Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of Holdings and its Restricted Subsidiaries;

(r)             other Liens on assets securing Indebtedness in an aggregate principal amount at any time outstanding not to exceed, when taken together with any outstanding Indebtedness incurred under Section 6.02(s), the greater of $12,000,000 and 20.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the granting of such Lien for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)); provided, that, the amount of Liens permitted to be incurred under this Section 6.03(r) shall be reduced by the aggregate principal amount of Liens incurred pursuant to Section 6.03(aa);

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(s)            Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(h);

(t)             leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not secure any Indebtedness for borrowed money;

(u)            Liens on property of any Non-Guarantor Subsidiary, which Liens secure Indebtedness of Non-Guarantor Subsidiaries permitted under Section  6.02;

(v)            Liens (i) (x) securing Indebtedness permitted to be incurred pursuant to Section  6.02(m) or (y) otherwise existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary in each case after the date hereof; provided that, in the case of clause (i)(y), (1) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary and (2) such Lien does not extend to or cover any other assets or property (other than (A) after acquired property, (B) the proceeds or products thereof, (C) accessions or additions thereto and (D) other assets also financed by the same counterparty or its affiliates) and (ii) any modification, refinancing, replacement, extension or renewal thereof in connection with the refinancing, modification, refinancing, replacement, extension or renewal of the obligations or Indebtedness secured thereby which is permitted or not restricted hereunder;

(w)           (i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of property and bailment arrangements entered into by Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business permitted by this Agreement and (ii) Liens arising by operation of law under Article 2 of the UCC (and any similar provision or any other Requirements of Law) in favor of a seller or buyer of goods;

(x)            Liens placed on the Capital Stock of any non-wholly-owned Subsidiary or Joint Venture in the form of a transfer restriction, purchase option, call or similar right of a third-party Joint Venture partner;

(y)            Liens on the Collateral securing Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and any Permitted Refinancing of the foregoing; provided that (x) any such Liens securing any Permitted First Priority Refinancing Debt or any Permitted Refinancing thereof are subject to the First Lien Intercreditor Agreement and (y) any such Liens securing any Permitted Second Priority Refinancing Debt or any Permitted Refinancing thereof are subject to the Junior Lien Intercreditor Agreement;

(z)            (i) Liens securing Indebtedness incurred pursuant to Section 6.02(ee) and (ii) Liens securing Indebtedness incurred pursuant to Section 6.02(q) (solely with respect to the Permitted Refinancing of Indebtedness permitted pursuant to Section 6.02(ee)); provided that such Lien shall not extend to any asset not covered by the Lien securing the Indebtedness that is refinanced and the proceeds or products thereof, and accessions or additions thereto and other assets also financed by the same counterparty or its affiliate; provided that (x) any such Liens are subject to a First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, (y) the Total Leverage Ratio shall not exceed 2.50:1.00;

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(aa)          Liens created or deemed to be created in respect of Factoring Assets sold, pledged or otherwise transferred in connection with a Factoring Transaction permitted by this Agreement;

(bb)          any conditions that may be shown by a current, accurate survey which do not materially interfere with the conduct of the business of Holdings and the Subsidiaries with respect to any Real Estate Asset;

(cc)          Liens securing letters of credit permitted pursuant to Section 6.02(o);

(dd)         Liens (i) on advances of Cash or Cash Equivalents in favor of the seller of any property to be acquired in a Permitted Acquisition or an Investment permitted pursuant to Section 6.08 to be applied against the purchase price for such Investment (or to secure letters of credit, a bank guaranty or similar obligation issued in respect thereof), and (ii) consisting of an agreement to dispose of any property in a disposition permitted under Section 6.09;

(ee)          Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts, securities accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(ff)            Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect to such insurance policies not prohibited hereunder;

(gg)          Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.08; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(hh)         to the extent constituting a Lien, the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by Holdings, the Borrower or any Restricted Subsidiary or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof;

(ii)            undetermined or inchoate Liens, rights of distress and charges incidental to current operations which have not at such time been filed or exercised, or which relate to obligations not due or payable or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings;

(jj)            reservations, limitations, provisos and conditions expressed in any original grant from any Governmental Authority or other grant of real or immovable property or interests therein;

(kk)          Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business; provided that such Lien secures only the obligations of the Borrower or such Restricted Subsidiary in respect of such letter of credit, bank guarantee or bankers’ acceptance to the extent permitted under this Agreement;

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(ll)            Liens consisting of royalties payable with respect to any asset or property of the Borrower or any Restricted Subsidiary;

(mm)        statutory Liens incurred or pledges or deposits made in favor of a Governmental Authority to secure the performance of obligations of Holdings or any of the Restricted Subsidiaries in the ordinary course of business under Environmental Laws to which Holdings or any of its Restricted Subsidiaries or any assets of Holdings or any of the Restricted Subsidiaries is subject;

(nn)         security given to a public utility or any Governmental Authority when required by such utility or Governmental Authority in connection with the operations of the Borrower or any Restricted Subsidiary in the ordinary course of its business;

(oo)          [reserved];

(pp)         Liens arising out of Sale and Lease-Back Transactions permitted by Section 6.02(t); and

(qq)         Liens securing Indebtedness among Holdings and its Restricted Subsidiaries (other than Liens granted by a Loan Party in favor of a Non-Guarantor Subsidiary).

The expansion of Liens by virtue of accretion or amortization of original issue discount, the payment of dividends in the form of Indebtedness, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 6.03.

Section 6.04          No Further Negative Pledges. None of Holdings, the Borrower or any Restricted Subsidiary shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets to secure the Obligations, whether now owned or hereafter acquired, except with respect to:

(a)            specific property (including the Capital Stock of any Restricted Subsidiary) (i) encumbered to secure payment of particular Indebtedness or (ii) to be sold pursuant to an executed agreement with respect to a permitted disposition pursuant to Section 6.09;

(b)            restrictions contained in agreements with respect to Indebtedness incurred by Non-Guarantor Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Non-Guarantor Subsidiary and its Subsidiaries that are Restricted Subsidiaries);

(d)            restrictions by reason of customary provisions restricting assignments, subletting, sublicensing or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens, the property or assets subject to such leases, licenses or similar agreements, or restrict the assignment, subletting, sublicensing or other transfer of rights under the lease, license or similar agreement itself, as the case may be);

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(e)            Liens permitted to be incurred under Section 6.03 and restrictions in the agreements relating thereto that limit the right of Holdings, the Borrower or any Restricted Subsidiary to dispose of or transfer the assets subject to such Liens;

(f)             provisions limiting the disposition or distribution of assets or property in Joint Venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

(g)            any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition;

(h)            restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, Joint Venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, Joint Venture or similar Person;

(i)             restrictions on Cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;

(j)             restrictions in any one or more agreements governing Indebtedness entered into after the Closing Date that contain encumbrances and other restrictions that are, taken as a whole, in the good faith judgment of the Borrower, (i) no more restrictive in any material respect, when taken as a whole, with respect to Holdings, the Borrower or any Restricted Subsidiary than those encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date (including this Agreement ) and (ii) in the case of Credit Agreement Refinancing Indebtedness, consistent with the definition thereof;

(k)            restrictions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not entered into in contemplation of such Person becoming a Subsidiary;

(l)             negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.02 but solely to the extent any negative pledge relates to the property financed by or secured by such Indebtedness;

(m)           restrictions and conditions existing on the Closing Date identified on Schedule 6.04 and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect;

(n)            restrictions imposed by Requirements of Law; and

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(o)            customary restrictions and conditions contained in agreements relating to Factoring Transactions permitted hereunder; provided that such restrictions and conditions apply only to the Factoring Assets that are subject to such Factoring Transaction.

Section 6.05      Restricted Payments. Neither Holdings, the Borrower nor any Restricted Subsidiary shall declare or pay any dividend or distribution (other than Restricted Payments payable solely in Qualified Capital Stock of the Person making such Restricted Payment) on any Capital Stock of Holdings, the Borrower or the Restricted Subsidiaries, whether now or hereafter outstanding, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower or the Restricted Subsidiaries, whether now or hereafter outstanding, or pay any management or similar fees to the Sponsor or any holders of the Capital Stock of Holdings or any of their respective Affiliates, or make any other distribution in respect of any Capital Stock of Holdings, the Borrower or the Restricted Subsidiaries, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or the Restricted Subsidiaries (collectively, “Restricted Payments”), except that:

(a)            each Restricted Subsidiary may make Restricted Payments to the Borrower or any other Restricted Subsidiary (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Capital Stock of such Restricted Subsidiary based on their relative ownership interests of such Capital Stock);

(b)            each of Holdings and the Borrower may make Restricted Payments:

(i)             to the extent necessary to permit Holdings (or any Parent Company) to pay operating costs in the ordinary course, general administrative costs and expenses (including other corporate overhead, administrative, legal, accounting or similar expenses), franchise and similar taxes to maintain its corporate existence, fees and expenses related to debt and equity offerings (whether or not successful) and indemnification claims of employees, directors, officers, managers or consultants of Holdings (or any Parent Company), in each case attributable to the ownership and operations of the Borrower and the Restricted Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this Section 6.05(b)(i) shall not exceed $5,000,000 in any Fiscal Year,

(ii)            (A) for so long as the Borrower is classified as a corporation for U.S. federal income tax purposes and it is a member of a consolidated, combined or similar tax group for U.S. federal, state and local income tax purposes of which Holdings or any Parent Company is the common parent, Holdings and the Borrower may make distributions so that the common parent of the consolidated group can pay the U.S. federal, state, and local income taxes of such group solely to the extent that such income taxes are attributable to the income of the Borrower and its Subsidiaries, and (B) for so long as the Borrower is classified as a disregarded entity or a partnership for U.S. federal income tax purposes, to the extent necessary to permit Holdings (or any Parent Company) to pay its U.S. federal, state and local income tax liabilities attributable to the income of the Borrower; provided that in each case the amount of such payments with respect to any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would have been required to pay in respect of such U.S. federal, state and local income taxes for such fiscal year had the Borrower and its Subsidiaries been a stand-alone corporate taxpayer or stand-alone group (separate from any such direct or indirect parent company of the Borrower); provided further that Restricted Payments in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary for such purpose,

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(iii)            the proceeds of which shall be used by Holdings to finance (or to make a Restricted Payment to any Parent Company to finance) any Investment permitted to be made pursuant to Section 6.08 (other than Section 6.08(q)); provided that (A) such Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment, (B) in the case of a Permitted Acquisition, Holdings, the Borrower or the applicable Parent Company thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Capital Stock) to be contributed to the Borrower or a Restricted Subsidiary upon receipt of such contribution or (2) the merger, amalgamation or consolidation (to the extent permitted in Section 6.09) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 5.11 and (C) no proceeds received by the Borrower or any of the Restricted Subsidiaries shall increase the Available Amount or amounts permitted to be paid pursuant to Section 6.05(c)(ii) or (d), Section 6.06(d) or Section 6.08(h) or (q);

(iv)           the proceeds of which shall be used by Holdings to make (or to make a Restricted Payment to any Parent Company to enable it to make) Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of Holdings or such Parent Company; and

(v)            the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to any Parent Company to enable it to pay) salary, bonus and other benefits payable to current or former employees, directors, officers, managers or consultants of Holdings (or any Parent Company) to the extent such salaries, bonuses and other benefits (or the portion thereof payable with Restricted Payments from the Borrower) are directly attributable to the ownership and operations of the Borrower and the Restricted Subsidiaries,

(c)            the Borrower may make Restricted Payments to Holdings (or any Parent Company) to allow such Person to repurchase or retire for value Capital Stock of Holdings (or any Parent Company) held by any future, present or former employee, director, officer, manager or consultant (or any Controlled Investment Affiliate or Immediate Family Member of any of the foregoing) of Holdings (or any Parent Company), the Borrower or any Restricted Subsidiary upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any future, present or former employee, director, officer, manager or consultant of Holdings (or any Parent Company), the Borrower or any Restricted Subsidiary (i) in exchange for notes issued pursuant to Section 6.02(n), (ii) with the amount of any Net Proceeds received by or contributed to the Borrower from the issuance and sale after the Closing Date of Qualified Capital Stock of Holdings (or any Parent Company) to officers, directors or employees of Holdings or its Restricted Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause  (c) or Section 6.06(d) or Investments pursuant to Section 6.08(h) or (q), and to the extent not included in the Available Amount, or (iii) in exchange for Cash and Cash Equivalents, in the case of this clause (c)(iii), in an amount not to exceed, together with all Indebtedness incurred pursuant to Section 6.02(n), the sum of (x) $10,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year being carried over to the succeeding Fiscal Years) and $40,000,000 in the aggregate from the Closing Date to the date of determination plus (y) the amount of any keyman life insurance policies received by the Borrower and the Restricted Subsidiaries that have not been used to make any repurchases, redemptions or payments under this paragraph (c);

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(d)            (i) each of Holdings and the Borrower may make Restricted Payments with the proceeds of, or in exchange for, a substantially contemporaneous issuance of Qualified Capital Stock of Holdings, the Borrower or any Parent Company (other than issuances to a Restricted Subsidiary, any Excluded Contribution, any issuance included in the Available Amount or the proceeds of which are applied to a payment or redemption pursuant to Section 6.05(c)(ii) or Section 6.06(d) or an Investment pursuant to Section 6.08(h) or (q)) and in the case of Restricted Payments by the Borrower, to the extent such proceeds were contributed as Qualified Capital Stock to the Borrower and (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings and the Borrower may make Restricted Payments with the proceeds of Excluded Contributions;

(e)            so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, with respect to dividends and distributions only, and the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), shall not exceed 2.50:1.00, the Borrower may make Restricted Payments to Holdings to permit Holdings to make, and Holdings may make, Restricted Payments to holders of Capital Stock of Holdings with the proceeds of such Restricted Payment; provided that the aggregate amount of Restricted Payments by the Borrower to Holdings under this Section 6.05(e) shall not at any time exceed the Available Amount at such time;

(f)            so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, other Restricted Payments in an aggregate amount not to exceed the greater of $12,500,000 and 20.0% Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available);

(g)            so long as no Event of Default shall have occurred and be continuing or be caused thereby on the date of declaration, each of Holdings and the Borrower may pay an annual dividend (or pay a dividend to any Parent Company to make a dividend) following an initial public offering of the Borrower (or any Parent Company) of no greater than 7.0% per annum of the net proceeds received in such initial public offering and contributed to the Borrower (other than to the extent constituting Excluded Contributions);

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(h)            each of Holdings, the Borrower and the Restricted Subsidiaries may make Restricted Payments necessary to (i) consummate the Transactions and (ii) in connection with the payment of the Closing Date Dividend;

(i)             to the extent constituting Restricted Payments, transactions expressly permitted by Section  6.08 (other than Section 6.08(u)), Section  6.09 (other than Section 6.09(t)) or Section  6.10 (other than Sections 6.10(a), (e), (g), (h)., (l), (o), (p) and (q)) shall be permitted;

(j)             repurchases of Capital Stock in Holdings (or any Parent Company thereof), the Borrower or any Subsidiary deemed to occur upon exercise of stock options or warrants shall be permitted if such Capital Stock represents a portion of the exercise price of such options or warrants;

(k)            payments in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any Controlled Investment Affiliate or Immediate Family Member of any of the foregoing) relating to their acquisition of, or exercise of options relating to, Capital Stock of Holdings (or any Parent Company), shall be permitted;

(l)            the Borrower, Holdings or any Restricted Subsidiary may make payments of compensation (other than the compensation referred to in Section 6.05(c)) to current or former employees, directors, officers, managers and consultants in the ordinary course of business;

(m)            Restricted Payments may be made pursuant to this Section 6.05 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof;

(n)            the Borrower and any Restricted Subsidiary may make Restricted Payments to Holdings to permit Holdings to make, and Holdings may make, AHYDO Catch-Up Payments relating to any Indebtedness;

(o)            Holdings and its Restricted Subsidiaries may redeem, repurchase, retire or otherwise acquire, in each case for nominal value per right, of any rights granted to all holders of Capital Stock of Holdings (or any Parent Company) or the Borrower pursuant to any stockholders’ rights plan adopted for the purpose of protecting stockholders from unfair takeover tactics;

(p)            Holdings and its Restricted Subsidiaries may make Restricted Payments to dissenting stockholders pursuant to applicable law in connection with any merger, amalgamation, consolidation or transfer of all or substantially all of Holdings’ and its Restricted Subsidiaries’ assets that complies with the terms of this Agreement;

(q)            Holdings and its Restricted Subsidiaries may make payments in accordance with Section 6.10(r);

(r)             so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, the Borrower may make Restricted Payments (and Holdings may itself make Restricted Payments) so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recently ended Test Period, shall not exceed 2.25:1.00; and

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(s)            the Borrower and its Restricted Subsidiaries may make Restricted Payments arising from agreements providing for indemnification, reimbursement, adjustment of purchase price, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement, contingent earnout obligations or similar obligations, incurred in connection with Dispositions, Permitted Acquisitions or other sales or purchases of assets, in each case, not prohibited hereunder;

Section 6.06          Cash Payments on Junior Financing. Neither Holdings, nor the Borrower shall, nor shall it permit any Restricted Subsidiaries to, declare, order, pay, make or set apart, any Cash sum for any payments with respect to any Junior Financing, or in each case any Permitted Refinancing thereof, except that:

(a)            Holdings, the Borrower or any Restricted Subsidiary may make regularly scheduled payments of interest, fees and indemnification obligations, expense reimbursements, principal payments at maturity, prepayment premiums and default interest in respect of any Junior Financing in accordance with any applicable intercreditor agreement; provided that if such Junior Financing is Subordinated Indebtedness, such payment is in accordance with the terms of the subordination provisions contained in the indenture or other agreement pursuant to which such Subordinated Indebtedness (including intercompany Subordinated Indebtedness) was issued as such indenture or other agreement may be amended from time to time to the extent permitted under Section 6.14;

(b)            [reserved];

(c)            Holdings, the Borrower or any Restricted Subsidiary may make prepayments in connection with a refinancing of any Junior Financing permitted under Section 6.02;

(d)            (i) the Borrower may make payments with the proceeds of, or conversions to, Qualified Capital Stock of Holdings (or any Parent Company) and with the proceeds of contributions to the capital of, or from the issuances of Qualified Capital Stock of the Borrower (other than any Excluded Contribution, any issuances to a Restricted Subsidiary, and any issuance included in the Available Amount or the proceeds of which are applied to a payment or redemption pursuant to Section 6.05(c)(ii) or an Investment pursuant to Section 6.08(h) or (q)) and (ii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings and the Borrower may make payments with the proceeds of Excluded Contributions;

(e)            [reserved];

(f)             Holdings, the Borrower or any Restricted Subsidiary may make other payments of any Junior Financing as a result of a “change of control” or Disposition so long as, in the case of a Disposition, any rights of the holders thereof upon such Disposition 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 the expiration, cancellation, termination or Cash Collateralization of any Letters of Credit in accordance with the terms of this Agreement;

(g)            Holdings, the Borrower and the Restricted Subsidiaries may make other Cash payments with respect to any Junior Financing in an aggregate amount not to exceed the Available Amount at such time so long as (i) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (ii) so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or Section 5.01(b), shall not exceed 2.50:1.00;

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(h)            so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, Holdings, the Borrower and the Restricted Subsidiaries may make Cash payments with respect to any Junior Financing in an aggregate amount not to exceed the greater of $3,000,000 and 5.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such payment for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b));

(i)             so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, Holdings, the Borrower and the Restricted Subsidiaries may make other Cash payments with respect to any Junior Financing so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), shall not exceed 2.25:1.00;

(j)             Holdings and the Restricted Subsidiaries may make AHYDO Catch-Up Payments relating to any Junior Financing; and

(k)            to the extent they constitute a Junior Financing, the Borrower and the Restricted Subsidiaries may pay obligations arising from agreements providing for indemnification, reimbursement, adjustment of purchase price, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement, contingent earnout obligations or similar obligations, incurred in connection with Dispositions, Permitted Acquisitions or other sales or purchases of assets, in each case, not prohibited hereunder.

Section 6.07          [Reserved].

Section 6.08          Investments. Neither Holdings, nor the Borrower shall, nor shall it permit any Restricted Subsidiaries to, make or hold any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase or hold any Capital Stock, bonds, notes, debentures or other debt securities of any Person, or purchase or otherwise acquire (in one transaction or a series of related transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person (all of the foregoing, “Investments”), except:

(a)            accounts receivable or notes receivable arising from extensions of trade credit granted in the ordinary course of business;

(b)            Investments in Cash and Cash Equivalents;

(c)            loans and advances to employees, officers and directors of Holdings, the Borrower and any Restricted Subsidiaries (i) in the ordinary course of business and consistent with past practice for business related travel expenses, moving expenses and other similar expenses and (ii) for other bona fide business purposes in an aggregate amount for Holdings, the Borrower and the Restricted Subsidiaries not to exceed $7,500,000 and 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available) at any one time outstanding;

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(d)            Investments made by the Borrower and the Restricted Subsidiaries with the Net Proceeds of any Asset Sale or Net Insurance/Condemnation Proceeds to the extent such proceeds are applied in accordance with Section 2.13(c);

(e)            Investments (i) among Holdings, the Borrower and the Subsidiary Guarantors (including any newly created Subsidiary that becomes a Subsidiary Guarantor) and (ii) by any Non-Guarantor Subsidiary in any Loan Party (other than loans or advances, unless the Indebtedness in respect thereof is subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent);

(f)             subject to Section 1.07(g), Investments by the Borrower, Holdings or any Subsidiary Guarantors in any Non-Guarantor Subsidiary in an aggregate outstanding amount not to exceed, together with the aggregate outstanding amount of Investments made pursuant to clause (h)(iii) of this Section 6.08, the greater of $7,500,000 and 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) in the aggregate; and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 6.08);

(g)            Investments required in connection with a Factoring Transaction permitted pursuant to this Agreement;

(h)            acquisitions by the Borrower, Holdings or any Restricted Subsidiary of all or substantially all of the outstanding Capital Stock or assets (including a division or line of business) of Persons in any transaction or series of related transactions (each a “Permitted Acquisition”); provided that, subject to Section 1.07(g), (i) no Default or Event of Default has occurred or is continuing; (ii) after giving effect to such Permitted Acquisition, the Loan Parties are in compliance with Section 6.11, (iii) unless such acquired Persons and their Subsidiaries become Non-Guarantor Subsidiaries and pledge their assets as, and to the extent, required by Section 5.11, the aggregate consideration (excluding proceeds of any consideration paid in Qualified Capital Stock) or consideration paid with the Available Amount paid by the Borrower and the Non-Guarantor Subsidiaries in respect of all such Permitted Acquisitions shall not exceed, together with the aggregate outstanding amount of Investments made pursuant to clause (f) of this Section  6.08, the greater of $7,500,000 and 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) in the aggregate during the term of this Agreement and (iv) the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), shall not exceed 2.75:1.00.

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(i)             Investments in Joint Ventures and Similar Businesses in an aggregate amount at any time outstanding not to exceed the greater of $7,500,000 and 12.5% Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available);

(j)             Investments by any Non-Guarantor Subsidiaries or Foreign Subsidiaries in any other Non-Guarantor Subsidiaries or Foreign Subsidiaries;

(k)            Investments by the Borrower and Subsidiary Guarantors constituting a capital contribution or other transfer of Capital Stock in any Foreign Subsidiary in connection with a Disposition permitted under Section 6.09(r);

(l)             loans and advances to employees, officers and directors of Holdings, the Borrower and any Restricted Subsidiaries to the extent used to acquire Capital Stock of Holdings and to the extent such transactions are cashless;

(m)            Investments in the ordinary course of business consisting of prepaid expenses and endorsements of negotiable instruments for collection or deposit;

(n)            Investments received in settlement of amounts due to the Borrower and the Restricted Subsidiaries effected in the ordinary course of business or owing to the Borrower and the Restricted Subsidiaries as a result of insolvency proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of the Borrower and the Restricted Subsidiaries;

(o)            Investments in existence or contemplated on the Closing Date and described in Schedule 6.08 and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section  6.08), and any Investments, loans and advances existing on the Closing Date by Holdings, the Borrower or any Restricted Subsidiary in or to the Borrower or any other Restricted Subsidiary;

(p)            Investments of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the Borrower or any Restricted Subsidiary (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation, amalgamation or merger;

(q)            (i) Investments paid for with consideration which consists of (A) Capital Stock of Holdings or any Parent Company (other than Disqualified Capital Stock) or (B) the proceeds of a substantially contemporaneous issuance or sale of Capital Stock of Holdings (other than Disqualified Capital Stock), or a substantially contemporaneous contribution of Cash to Holdings, in each case, to the extent the Net Proceeds thereof (if any), or such Cash shall be, as applicable, contributed to the Borrower and used by the Borrower or any Restricted Subsidiary for such Investment or such Investment shall be contributed to the Borrower (other than issuances to a Restricted Subsidiary, any Excluded Contribution, any issuance included in the Available Amount or the proceeds of which are applied to a payment or redemption pursuant to Section 6.05(d), 6.06(d) or an Investment pursuant to Section 6.08(h)) and (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings and the Borrower may make Investment with the proceeds of Excluded Contributions;

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(r)             Guarantees by Holdings of the obligations of the Borrower or any Restricted Subsidiary of leases (other than Capital Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(s)            Guarantees permitted by Section 6.02 (other than Sections 6.02(c) or (h));

(t)             Investments resulting from the receipt of non-Cash consideration received in connection with Dispositions permitted by Section 6.09;

(u)            loans and advances to Holdings or any Parent Company in lieu of and not in excess of the amount of (after giving effect to any other loans or advances under this paragraph (u)) Restricted Payments permitted to be made to Holdings or such Parent Company in accordance with Section 6.05 (with all such loans and advances reducing the amount of corresponding Restricted Payments available under Section 6.05);

(v)            so long as (i) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (ii) after giving effect thereto the Loan Parties are in compliance with the Financial Covenant on a Pro Forma Basis as of the last day of the most recent Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available) pursuant to Sections 5.01(a) and (b), Holdings and the Restricted Subsidiaries may make Investments in an amount not to exceed the Available Amount at the time of any such Investment;

(w)           advances of payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(x)            deposits in the ordinary course of business to secure the performance of operating leases or utility contracts, or in connection with obligations in respect of tenders, statutory obligations, surety, stay and appeal bonds, bids, licenses, leases, government contracts, trade contracts, performance and return-of-money bonds, completion guarantees and other similar obligations (exclusive of obligations for the payment of money) incurred in the ordinary course of business;

(y)            Investments consisting of licensing, sub-licensing or contribution of Intellectual Property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;

(z)            Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses, sublicenses, leases or subleases of Intellectual Property in the ordinary course of business;

(aa)          de minimis Investments made in connection with the incorporation or formation of any newly created Restricted Subsidiary; provided that any amounts in excess of such de minimis Investments in any such Restricted Subsidiary must be permitted under this Section 6.08 other than under this paragraph (aa);

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(bb)          Investments consisting of Hedge Agreements permitted under Section 6.02(r);

(cc)          in addition to Investments otherwise expressly permitted by this Section 6.08 and so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, Investments by the Borrower and the Restricted Subsidiaries in an aggregate outstanding amount (valued at cost) not to exceed the greater of (x) $15,000,000 and (y) 25.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b) and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 6.08);

(dd)         so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, the Borrower and the Restricted Subsidiaries may make additional Investments so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), shall not exceed 3.00:1.00;

(ee)          the Borrower and its Restricted Subsidiaries may make Investments to the extent necessary for such Restricted Subsidiary or the Borrower to make capital expenditures in any Restricted Subsidiary or the Borrower; and

(ff)            Investments made by Holdings, the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary not to exceed the greater of (x) $7,500,000 and (y) 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)); provided that any Investment in or to any Unrestricted Subsidiary shall only be permitted to be made pursuant to this clause (ff).

For purposes of covenant compliance with this Section 6.05, 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 any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

Section 6.09          Fundamental Changes; Disposition of Assets. Neither Holdings, nor the Borrower shall, nor shall it permit any Restricted Subsidiary to, enter into any transaction of merger, amalgamation or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except:

(a)            any Restricted Subsidiary of Holdings may be merged, amalgamated or consolidated with or into the Borrower or any Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be Disposed of, in one transaction or a series of transactions, to the Borrower or any Subsidiary Guarantor (and ratably to any other shareholder); provided, in the case of such a merger, amalgamation or consolidation, the Borrower or such Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person and the Lien on and security interest in such Collateral granted or to be granted in favor of the Collateral Agent under the Collateral Documents shall be maintained or created in accordance with, and to the extent required by, Section 5.11;

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(b)            (i) any Non-Guarantor Subsidiary may be merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be Disposed of, in one transaction or a series of transactions, to the Borrower or any Restricted Subsidiary and (ii) any Immaterial Subsidiary may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be Disposed of;

(c)            any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that if a Subsidiary Guarantor liquidates or dissolves in accordance with this Section 6.09(c), (i) all or substantially all of its assets shall be transferred to, or otherwise assumed by, the Borrower or another Subsidiary Guarantor and (ii) no Event of Default shall have occurred and be continuing at such time;

(d)            any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person (including any Non-Guarantor Subsidiary or any Unrestricted Subsidiary) in order to effect an Investment permitted pursuant to Section 6.08;

(e)            so long as no Default exists or would result therefrom, Holdings or the Borrower may (i) merge, amalgamate or consolidate with any other Person; provided that Holdings or the Borrower, as applicable, shall be the continuing or surviving entity or the continuing or surviving Person shall expressly assume the obligations of Holdings or the Borrower, as applicable, under the Loan Documents in a manner reasonably acceptable to the Administrative Agent or (ii) change its legal form if Holdings or the Borrower, as applicable, determines in good faith that such action is in the best interests of Holdings or the Borrower, as applicable; provided that (i) such change does not materially impair any rights or privileges of the Lenders or any Agent under any Loan Document and (ii) in each case, the continuing or surviving entity shall be an entity organized under the laws of the United States;

(f)             so long as no Default exists or would result therefrom, (i) Holdings may merge, amalgamate or consolidate with the Borrower; provided that (x) the Borrower shall be the continuing or surviving Person and (y) after giving effect to such merger, amalgamation or consolidation, the direct parent of the Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent; and (ii) Holdings may merge, amalgamate or consolidate with any Parent Company that is an entity organized under the laws of the United States; provided that Holdings shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of Holdings under the Loan Documents in a manner reasonably acceptable to the Administrative Agent;

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(g)            a merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect a Disposition otherwise permitted pursuant to this Section 6.09 may be effected;

(h)            [Reserved];

(i)             the Disposition of obsolete, worn out, damaged or surplus property in the ordinary course of business;

(j)             the sale of inventory in the ordinary course of business;

(k)            the sale or issuance of Capital Stock (i) of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a wholly-owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of the Borrower’s Capital Stock to Holdings or (ii) in order to qualify members of the board of directors or board of managers, as applicable, of any Restricted Subsidiary if required by any Requirements of Law;

(l)             the use, sale, exchange or other disposition of Cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;

(m)           the licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business;

(n)            Dispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;

(o)            licenses, sublicenses, leases or subleases with respect to any property or assets (other than patents, trademarks, copyrights and other Intellectual Property rights) granted to third Persons in the ordinary course of business; provided that the same do not in any material respect interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole, or materially detract from the value of the relative assets of the Borrower and the Restricted Subsidiaries, taken as a whole;

(p)            Dispositions to, between or among the Borrower and the Subsidiary Guarantors;

(q)            Dispositions between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiaries that are not Subsidiary Guarantors;

(r)             Dispositions of any Foreign Subsidiary by the Borrower or a Subsidiary Guarantor to the Borrower or a Subsidiary Guarantor;

(s)            the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business;

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(t)             Dispositions constituting (i) Investments permitted under Section 6.08, (ii) Restricted Payments permitted under Section 6.05 or (iii) Sale and Lease-Back Transactions permitted under Section 6.12;

(u)            Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset;

(v)            Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;

(w)            the assignment, abandonment, cancellation or other disposition of Intellectual Property that the Borrower in its reasonable business judgment, deems no longer commercially practical or useful to maintain;

(x)             the unwinding of any Hedge Agreement permitted under Section 6.02(r);

(y)            Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements;

(z)            Dispositions of non-core assets (as determined by the Borrower in good faith) acquired in any Permitted Acquisition by the Borrower and any of the Restricted Subsidiaries in an amount not to exceed 40% of the consideration paid for any such acquisition; provided that (i) not less than 70% of the consideration payable to the Borrower and the Restricted Subsidiaries in connection with any such Disposition is in the form of Cash or Cash Equivalents; provided further that any Designated Non-Cash Consideration received by the Borrower or any Restricted Subsidiaries in respect of the applicable Disposition having an aggregate fair market value (as determined by the Borrower in good faith, and taken together with all other Designated Non-Cash Consideration received that is outstanding at such time), not in excess, of the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Disposition for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash, (ii) the consideration payable to the Borrower and the Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such assets (as determined by the Borrower in good faith) and (iii) the Net Proceeds therefrom shall be applied to make a mandatory prepayment in accordance with Section 2.13;

(aa)          Dispositions of other property for fair market value, other than Intellectual Property material to the business of the Borrower and its Restricted Subsidiaries (taken as a whole); provided that (i) not less than 75% of the consideration payable to the Borrower and the Restricted Subsidiaries in connection with such Disposition is in the form of Cash or Cash Equivalents; provided that (A) the amount of any secured Indebtedness or other Indebtedness of a Restricted Subsidiary that is not a Loan Party (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Restricted Subsidiary of the Borrower that is assumed by the transferee of any such assets shall be deemed to be Cash and (B) any Designated Non-Cash Consideration received by the Borrower or any Restricted Subsidiaries in respect of the applicable Disposition having an aggregate fair market value (as determined by the Borrower in good faith, and taken together with all other Designated Non-Cash Consideration received that is outstanding at such time), not in excess, of the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Disposition for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash, (ii) the consideration payable to the Borrower and the Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith), (iii) such Disposition does not constitute all or substantially all of the assets of the Borrower and the Restricted Subsidiaries, taken as a whole and (iv) the Net Proceeds therefrom shall be applied to make a mandatory prepayment in accordance with Section 2.13;

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(bb)         Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business (other than in connection with any financing transaction) and sales of assets received by the Borrower or any Restricted Subsidiary from Persons other than Loan Parties upon foreclosure on a lien in favor of the Borrower of such Subsidiary;

(cc)          any exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another Person; provided that (i) such property is useful to the business of the Borrower or such Restricted Subsidiary, (ii) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Borrower in good faith) and (iii) such property will be received by the Borrower or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;

(dd)         Dispositions having a fair market value not to exceed (i) $5,000,000 with respect to any such Disposition or series of related Dispositions and (ii) $10,000,000 in the aggregate for any Fiscal Year;

(ee)          Dispositions of any Capital Stock or interests in any Joint Venture entity not constituting a Restricted Subsidiary to the extent required by the applicable Joint Venture agreement or similar binding arrangements relating thereto;

(ff)           any issuance or sale of Capital Stock in, or Indebtedness or other Securities of, an Unrestricted Subsidiary (for fair market value); and

(gg)         Dispositions or discounts of accounts receivable in connection with any Factoring Transaction permitted pursuant to this Agreement.

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Section 6.10          Transactions with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are less favorable to the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate involving payments for any such transaction or series of related transactions in excess of the greater of $12,000,000 and 20.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available); provided that the foregoing restriction shall not apply to:

(a)            any transaction between or among Holdings and its Restricted Subsidiaries;

(b)            reasonable and customary fees paid to, and indemnities in favor of, members of the board of directors (or similar governing body) of any Parent Company, Holdings, the Borrower and the Restricted Subsidiaries;

(c)            the payment of customary fees, compensation (including severance, benefits, profit sharing and other incentive arrangements), and reasonable out of pocket costs to, and indemnities provided on behalf of, employees, officers, directors, managers, or consultants of Holdings (or any Parent Company), the Borrower and the Restricted Subsidiaries entered into in the ordinary course of business; provided that this Section 6.10(c) shall not permit payment of fees of the type described in Section 6.05(q);

(d)            transactions permitted by Section 6.02 or Section 6.08;

(e)            commercial transactions between or among the Borrower and/or one or more Restricted Subsidiaries in the ordinary course of business and with any Person that becomes a Restricted Subsidiary as a result of such transaction;

(f)             the Transactions, the issuance of Capital Stock to any employee, officer, director, manager or consultant of any Parent Company, Holdings, the Borrower or any of the Restricted Subsidiaries in connection with the Transactions and the payment of fees and expenses relating to the Transactions, including Transaction Costs;

(g)            Restricted Payments permitted under Section 6.05;

(h)            loans and other transactions among the Loan Parties and other Subsidiaries to the extent expressly permitted under this Article 6;

(i)             transactions pursuant to agreements in existence on the Closing Date or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect;

(j)             Investments by the Permitted Investors directly or indirectly in Holdings (or any Parent Company) and payments required by Securities held by such Permitted Investors to the extent such Securities were acquired as contemplated by this paragraph (j) or were acquired from third parties;

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(k)             payments to or from, and transactions with, Joint Ventures in the ordinary course of business;

(l)             [reserved];

(m)            transactions with customers, clients, suppliers, Joint Venture partners or providers, purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the senior management of the Borrower;

(n)            the payment of reasonable out-of-pocket costs and expenses related to registration rights and indemnities provided to shareholders under any shareholder agreement;

(o)            issuances by Holdings and its Restricted Subsidiaries of Capital Stock not otherwise prohibited hereunder and the exercise of any options, warrants or other rights to acquire Capital Stock of Holdings or any contribution to the capital of Holdings;

(p)            transactions between Holdings or any Restricted Subsidiary and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of Holdings or any Parent Company; provided, however, that such director abstains from voting as a director of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person;

(q)            transactions approved by a majority of the disinterested members of the board of directors (or other similar governing body) of Holdings or any Restricted Subsidiary of Holdings, as applicable; and

(r)             (i) Holdings or any Restricted Subsidiary may reimburse the Sponsor for the out-of-pocket costs and expenses incurred by the Sponsor and its Affiliates on or prior to the Closing Date in connection with the Transactions and (ii) Holdings and its Restricted Subsidiaries may pay the out-of-pocket costs and expenses incurred by the Sponsor and its Affiliates in connection with its provision of management, consulting, advisory and similar services to Holdings, the Borrowers and the Restricted Subsidiaries.

Section 6.11          Conduct of Business; Fiscal Year.

(a)            From and after the Closing Date, the Borrower shall not, nor shall it permit any of the Restricted Subsidiaries to, engage in any material line of business other than the businesses engaged in by the Borrower and the Restricted Subsidiaries on the Closing Date and similar or reasonably related, complementary or ancillary businesses thereto and extensions thereof.

(b)            The Borrower and Holdings shall, and shall cause each of the Restricted Subsidiaries to, maintain its methodology for determining its Fiscal Year end in the manner in which such methodology is applied on the Closing Date.

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Section 6.12          Sale and Lease-Back Transactions. Enter into any Sale and Lease-Back Transaction unless, after giving effect thereto, the aggregate outstanding amount of Attributable Indebtedness in respect of all Sale and Lease-Back Transactions does not at any time exceed $7,500,000 (together with the aggregate amount of Attributable Indebtedness permitted under Section 6.02), and the Liens in respect thereof are permitted under Section 6.03.

Section 6.13          Amendments or Waivers of Charter Documents. Except in connection with a transaction permitted by Section 6.09, neither Holdings nor the Borrower shall, nor shall they permit any Loan Party to, agree to any material amendment, restatement, supplement or other modification to, or waiver of any of its Organizational Documents, in each case in a manner that is materially adverse to the Lenders in their respective capacities as such.

Section 6.14          Amendments of or Waivers with Respect to Certain Indebtedness. Neither Holdings nor the Borrower shall, nor shall they permit any Restricted Subsidiaries to, amend or otherwise change any of the material terms, agreements, covenants or conditions of or applicable to any Junior Financing (including any Indebtedness in respect of any Permitted Refinancing thereof), if the effect of such amendment or change, together with all other amendments or changes made, would be materially adverse to any Loan Party or the Lenders (it being understood that any Permitted Refinancing or other transaction complying with Section 6.02(q) is not materially adverse to any Loan Party or any Lender); provided that any documents related to any Junior Financing may be amended to the extent permitted by any applicable intercreditor agreement, if any.

Section 6.15          Holdings. Holdings shall not engage in any business or activity other than (a) the ownership of Capital Stock of the Borrower and its Subsidiaries and activities and assets incidental thereto, (b) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (c) the receipt and making of Restricted Payments to the extent permitted by Section  6.05, (d) concurrently with the issuance of Capital Stock (other than Disqualified Capital Stock), the redemption, purchase or retirement of any Capital Stock of Holdings using the proceeds of, or conversion or exchange of any Capital Stock of Holdings for, such Capital Stock, (e) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (f) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings (or any Parent Company’s) common stock and the continued existence of Holdings (or any Parent Company) as a public company, (g) providing indemnification to officers and directors, (h) participation in Tax, accounting and other administrative activities as a member of the consolidated group of companies, if applicable, (i) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 6, (j) liabilities and activities to comply with Requirements of Law, (k) maintaining its corporate existence, (l) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder and (m) activities incidental to the businesses of activities described in clauses (a) through (l) of this Section 6.15. Holdings shall not amend any of its Organizational Documents in a manner materially adverse to the Lenders.

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Article 7

EVENTS OF DEFAULT

Section 7.01          Events of Default. If any one or more of the following events shall occur (“Events of Default”):

(a)            Failure To Make Payments When Due. Failure by the Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise or (ii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or

(b)            Default in Other Agreements.

(i)             (A) Failure of any Loan Party or any of their respective Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Material Indebtedness (other than Indebtedness referred to in (a) above or with respect to Hedge Agreements), in each case beyond the grace period, if any, provided therefor or (B) an “event of default” occurs with respect to (1) one or more items of Material Indebtedness or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Material Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such event of default is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee on behalf of such holder or holders) to cause, such Material Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that, except with respect to payment events of default or bankruptcy-related events of default under such Material Indebtedness, any such failure pursuant to this paragraph (b) is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Revolving Commitments or acceleration of the Loans pursuant to this Article 7; or

(ii)            the occurrence under any Hedge Agreement or Hedging Obligation of an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which any Loan Party is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as defined in such Hedge Agreement) as to which any Loan Party is an Affected Party (as defined in such Hedge Agreement) and, in either event, the termination value with respect to any such Hedge Agreement owed by a Loan Party as a result thereof greater than the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time, and such Loan Party fails to pay such termination value when due after applicable grace periods.

(c)            Breach of Certain Covenants. Failure of any Loan Party to perform or comply with any term or condition contained in (i) Article 6 or (ii) Article 5; provided that only in the case of this clause (ii) such default shall not have been remedied or waived within thirty days after receipt by the Borrower of notice from the Administrative Agent of such default (except with respect to the covenants contained in (x) Section 5.01(a) and (b), which shall be subject to a 15 day grace period and (y) Section 5.01(d), Section 5.02 (solely with respect to the existence of the Borrower) and Section 5.13 which shall not be subject to such grace period); or

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(d)            Breach of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by any Loan Party in any Loan Document or in any statement or certificate at any time required to be given by any Loan Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; provided that, solely to the extent such default is curable, such default shall not have been remedied or waived within thirty days after receipt by the Borrower of notice from the Administrative Agent of such default; or

(e)            Other Defaults Under Loan Documents. Any Loan Party shall default in the performance of or compliance with any term contained herein or any of the other Loan Documents, other than any such term referred to in any other section of this Article 7, and such default shall not have been remedied or waived within thirty days after receipt by the Borrower of notice from the Administrative Agent of such default; or

(f)            Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) in an involuntary case, application or proceeding under any Insolvency Law, which decree or order is not stayed; or any other similar relief shall be granted under any applicable law or (ii) an involuntary case, application or proceeding shall be commenced against Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) under any Insolvency Law; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, judicial manager, administrative receiver, administrator, examiner, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of a receiver, receiver-manager, judicial manager, administrative receiver, administrator, examiner, liquidator, sequestrator, trustee, custodian or other officer of Holdings, the Borrower or any of the Restricted Subsidiaries (other than its Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial Subsidiary), and any such event described in this Section 7.01(f) shall continue for sixty days without having been dismissed, bonded or discharged; or

(g)            Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial Subsidiary) shall have an order for relief entered with respect to it or shall file a petition or application seeking relief or shall otherwise commence a voluntary case or proceeding under any Insolvency Law, or shall consent to the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, receiver-manager, judicial manager, administrative receiver, administrator, examiner, liquidator, sequestrator, trustee, custodian or other officer for all or a substantial part of its property; or Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial Subsidiary) shall make any assignment for the benefit of creditors or (ii) Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or

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(h)            Judgments and Attachments. Any one or more final, non-appealable money judgments, writs or warrants of attachment or similar process involving in the aggregate at any time an amount in excess of the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time, (in each case to the extent not adequately covered by insurance as to which a solvent insurance company has not denied coverage) shall be entered or filed against Holdings, the Borrower or any of the Restricted Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or

(i)             Dissolution. Any order, judgment or decree shall be entered against any Loan Party decreeing the dissolution, windup or split up of such Loan Party (other than as not prohibited by Section 6.09) and such order shall remain undischarged or unstayed for a period in excess of thirty days; or

(j)             Employee Benefit Plans. There shall occur one or more ERISA Events which individually or in the aggregate results, or could reasonably be expected to result, in a Material Adverse Effect; or

(k)            Change of Control. A Change of Control shall occur; or

(l)             Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof, (i) the Loan Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Loan Guarantor shall repudiate in writing its obligations thereunder, (ii) this Agreement or any material Collateral Document ceases to be in full force and effect (other than by reason of a release of any of the Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected (to the extent required to be perfected) Lien in any material portion of the Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than an action of the Collateral Agent or any Secured Party or the failure of the Collateral Agent or any Secured Party to take any action within its control or (iii) any Loan Party shall contest in writing the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Loan Document to which it is a party; or

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(m)            Subordination. The Obligations shall cease to constitute senior indebtedness under the subordination provisions of any document or instrument evidencing any Subordinated Indebtedness that constitutes Material Indebtedness or such subordination provision shall be invalidated or otherwise cease, for any reason, to be valid, binding and enforceable obligations of the parties thereto.

Section 7.02          Remedies. Upon any Event of Default (other than an event with respect to any Loan Party described in paragraph (f) or (g) of Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately and any and all outstanding Letters of Credit shall be required to be Cash Collateralized in an amount equal to 100% of the face amount thereof, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that upon the occurrence of an event with respect to any Loan Party described in clause (f) or (g) of Section 7.01, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, without further action of the Administrative Agent or any Lender; provided, further, that after the occurrence of an Event of Default resulting from a breach of Section 6.01 (a “Financial Covenant Event of Default”), if the Borrower has given the Administrative Agent notice as and when contemplated by Section 6.01 that the Borrower intends to cure such breach with the proceeds of a Specified Equity Contribution, neither the Lenders nor the Administrative Agent shall accelerate the Loans, or take any other remedy set forth in this Agreement for a period commencing upon the Administrative Agent’s receipt of such notice through the Cure Expiration Date with respect to such breach. Upon the occurrence and the continuance of an Event of Default, the Agents may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Agents under the Loan Documents or at law or equity, including all remedies provided under the UCC.

Article 8

THE AGENTS

Section 8.01          General.

(a)            Each of the Lenders, the Issuing Bank and each other Secured Party hereby irrevocably appoints (a) JPMorgan (and any successor Administrative Agent appointed as provided herein) to act on its behalf as the administrative agent hereunder and under the Loan Documents (and JPMorgan hereby accepts such appointment) and (b) JPMorgan (and any successor Collateral Agent as provided herein) to act on its behalf, and on behalf of the Secured Parties, as the collateral agent hereunder and under the Loan Documents (and JPMorgan hereby accepts such appointment), and authorizes the Agents to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Agents by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Issuing Bank shall be deemed to be an “Agent” for all purposes of this Article 8. Notwithstanding anything to the contrary in this Article 8 and in this Agreement otherwise, any discretionary rights or other provisions that are non-administrative in nature shall vest in, and be carried out by, the Administrative Agent at the direction of the Required Lenders.

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(b)            Each Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any subsidiary of a Loan Party or other Affiliate thereof as if it were not an Agent hereunder.

(c)            The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the applicable Agent is required to exercise in writing as directed by the Lead Arrangers, the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Lead Arrangers or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or (ii) in the absence of its own gross negligence or willful misconduct. For the avoidance of doubt, no action taken or not taken by any Agent at the consent or request of the Lead Arrangers or the Required Lenders shall constitute gross negligence or willful misconduct (provided, that in the event of a conflict between the direction to an Agent by the Lead Arrangers and direction to such Agent by the Required Lenders, the direction provided by the Lead Arrangers shall control. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and the Agents shall not be responsible for or have any duty to ascertain or inquire into any statement, warranty or representation made in or in connection with (i) any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence or value of the Collateral, or (vi) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agents.

(d)            The Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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(e)            Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided for herein as well as activities as Agent. The Borrower shall make all payments pursuant to Section 2.11 to the Administrative Agent and not to any sub-agent described in this Section 8.01.

(f)            Each Agent may resign at any time upon thirty (30) days’ prior written notice (or following a shorter time period as reasonably agreed to by the Borrower in its sole discretion) to the other Agent, the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successor Agent; provided that, during the existence and continuation of an Event of Default under Section 7.01(a), (f) or (g), no consent of the Borrower shall be required. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the other Agent and the Lenders, appoint a successor Agent which shall be a commercial bank or an Affiliate of any such commercial bank reasonably acceptable to the Borrower. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall nonetheless become effective and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be, with the consent of the Borrower to the extent required above. Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article 8 and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

Section 8.02          Lender Acknowledgement.

(a)            Each Lender acknowledges that it has, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

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(b)            Each Lender acknowledges that it has, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

(c)            Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i)             such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii)            the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)            (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

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(iv)            such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

In addition, unless either (1) sub-clause (i) in the immediately preceding clause (c) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (c), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

The Lead Arrangers shall not have any obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

Section 8.03          Erroneous Payments.

(a)            Each Lender hereby agrees that (i) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of the Administrative Agent to any Lender under this clause (a) shall be conclusive, absent manifest error.

(b)            Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives a payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent, (y) that was not preceded or accompanied by notice of payment, or (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each case, if an error has been made each such Lender is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment, and to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar theory or doctrine. Each Lender agrees that, in each such case, it shall promptly (and, in all events, within one (1) Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in all events no later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

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(c)            The Borrower and each other Loan Party hereby agree that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason (and without limiting the Administrative Agent’s rights and remedies under this Section 8.03(c)), the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 8.03 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, the immediately preceding clause (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower used to make such Erroneous Payment.

(d)            In addition to any rights and remedies of the Administrative Agent provided by law, the Administrative Agent shall have the right, without prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law, with respect to any Erroneous Payment for which a demand has been made in accordance with this Section 8.03 and which has not been returned to the Administrative Agent, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or any of its Affiliates, branch or agency thereof to or for the credit or the account of such Lender. The Administrative Agent agrees promptly to notify the Lender after any such setoff and application made by Administrative Agent; provided, that the failure to give such notice shall not affect the validity of such setoff and application.

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Each party’s obligations under this Section 8.03 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Section 8.04          Borrower Communications.

(a)            The Administrative Agent, the Lenders and the Issuing Banks agree that the Borrower may, but shall not be obligated to, make any Borrower Communications to the Administrative Agent through an electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Borrower Portal”).

(b)            Although the Approved Borrower Portal and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system), each of the Lenders, each of the Issuing Banks and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of the Borrower that are added to the Approved Borrower Portal, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower hereby approves distribution of Borrower Communications through the Approved Borrower Portal and understands and assumes the risks of such distribution.

(c)            THE APPROVED BORROWER PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMMUNICATION, OR THE ADEQUACY OF THE APPROVED BORROWER PORTAL AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED BORROWER PORTAL AND THE BORROWER COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE BORROWER COMMUNICATIONS OR THE APPROVED BORROWER PORTAL. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY LEAD ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S TRANSMISSION OF BORROWER COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED BORROWER PORTAL.

“Borrower Communications” means, collectively, any Borrowing Request, Interest Election Request, notice of prepayment, notice requesting the issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Borrower to the Administrative Agent through an Approved Borrower Portal.

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(d)            Each of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Borrower Communications on the Approved Borrower Portal in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(e)            Nothing herein shall prejudice the right of the Borrower to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Article 9

MISCELLANEOUS

Section 9.01      Notices.

(a)            Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail, as follows:

(i)             If to any Loan Party, to the Borrower at:

LYMI Inc.
2263 E Vernon Ave
Vernon, CA 90058
Attention: [***]
Email: [***]

With copies to:

Permira Advisers
3000 Sand Hill Road, Building 1 Suite 170
Menlo Park, CA
Attention: [***]
Email: [***]
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Attention: [***]
Email: [***]
Phone: [***]

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(ii)            if to the Administrative Agent or to the Collateral Agent, to JPMorgan Chase Bank, N.A., at the address separately provided to the Borrower;

(iii)            if to an Issuing Bank, to it at the address separately provided to the Borrower;

(iv)            if to the Swingline Lender, at the address separately provided to the Borrower;

(v)            if to any other Lender, to it at such address, facsimile number, electronic mail address or telephone number as shall be designated by such Lender in a notice to the Administrative Agent, the Borrower, and, in the case of a Revolving Lender, to the Issuing Bank and Swing Line Lender.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, (ii) sent by facsimile shall be deemed to have been given when sent and when receipt has been confirmed by telephone or (iii) sent by electronic mail, shall be deemed to have been given upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written or telephonic acknowledgement); provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b)            Notices and other communications to the Borrower, any Loan Party, the Lenders, the Administrative Agent and the Issuing Banks hereunder may be delivered or furnished by using Approved Borrower Portals, pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c)            Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Each Agent and the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon sending unless a “failure to deliver” notice is received within 30 minutes of sending; provided that (a) an “out of office” or similar reply does not constitute a failure to deliver notice, and (b) if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor; provided, further, that each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees to and assumes the risks associated with such electronic distribution, except to the extent caused by the bad faith, willful misconduct or gross negligence of, or breach of this Agreement by, the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

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(d)            Any party hereto may change its address or facsimile number or email address for notices and other communications hereunder by written notice to the other parties hereto or in the case of the Loan Parties, to the Administrative Agent for distribution to the other parties hereto.

Section 9.02          Waivers; Amendments.

(a)            No failure or delay by any Agent or Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, to the extent permitted by law, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time.

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(b)            Except as otherwise provided in this Agreement or any other Loan Document, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders; provided, that no such waiver amendment or modification shall be effective as it relates to the Administrative Agent until such time as the Administrative Agent has received a fully executed copy of such waiver, amendment or modification) or (ii) in the case of any other Loan Document (other than (1) any such amendment to effectuate any modification thereto expressly contemplated by the terms of such other Loan Documents or (2) the Administrative Agent Fee Letter and the Fee Letters which may be amended in writing by the parties party thereto), pursuant to an agreement or agreements in writing entered into by the Administrative Agent (or Collateral Agent, as applicable) and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (A) increase or extend the Commitment of any Lender without the written consent of such Lender directly and adversely affected thereby; it being understood that a waiver of any condition precedent set forth in Article 4 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitment shall not constitute an increase of any Commitment of any Lender, (B) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any interest or fee (including premiums) payable, or waive or excuse any such payment, hereunder without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the provisions of Section 2.15 providing for the default rate of interest or to waive any obligations of the Borrower to pay interest at such default rate and any change to the definition of First Lien Leverage Ratio or the component definitions thereof or the waiver or amendment to the time periods for delivery of financial statement and or related certificates shall not constitute a reduction, waiver or excuse of any interest payable hereunder, (C) postpone any scheduled date of payment of the principal amount of any Loan or any date for the payment of any interest or fees payable hereunder without the written consent of each Lender directly and adversely affected thereby; it being understood that the waiver of, or the amendment to the terms of, any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest, (D) change any of the provisions of this Section 9.02(b) or the definition of “Required Lenders” without the written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement may be included in the determination of Required Lenders or this Section  9.02 without the consent of any Lender if they are included on substantially the same basis as the Initial Loans), (E) except as provided in paragraph (g) of this Section 9.02, Section 9.20, Section 10.12 or in any Collateral Document, release all or substantially all of the Collateral or all or substantially all of the value of the Loan Guaranty, without the written consent of each Lender (it being understood that a transaction permitted under Section 6.09 shall not constitute a release of all or substantially all of the Collateral), (F) except to the extent necessary to give effect to the express intentions of this Agreement (including Section 2.23, Section 2.24, Section 2.25 and this Section 9.02), amend Section 2.20(b), Section 2.20(c), Section 2.13(c) (with respect to the payment of any proceeds described therein) or the definition of “Pro Rata Share” without the consent of each Lender directly and adversely affected thereby; provided that (x) no Lender consent is required to effect a Refinancing Amendment or an Incremental Assumption Agreement or an Extension (except as expressly provided in Section 2.23, Section 2.24 or Section 2.25 as applicable), (y) in connection with an amendment that addresses solely a re-pricing transaction in which any tranche of Loans is refinanced with a replacement tranche of loans bearing (or is modified in a manner such that the resulting loans bear) a lower effective yield (a “Permitted Repricing Amendment”), only the consent of the Lenders holding Loans subject to such permitted repricing transaction that will continue as Lenders in respect of the repriced tranche of Loans or modified Loans shall be required for such Permitted Repricing Amendment and (z) no such agreement shall amend, modify or otherwise directly or adversely affect the rights or duties of (I) any Agent hereunder without the prior written consent of such Agent or (II) the Swing Line Lender, without the prior written consent of the Swing Line Lender or (III) any Issuing Bank, without the prior written consent of such Issuing Bank, (G) change the currency in which any Loan or Commitment is denominated without the written consent of the Lender holding such Loan or Commitment and the Administrative Agent; it being understood that designations of additional Designated Foreign Currencies in accordance with the definition thereof shall not constitute a change of currency or (H) subordinate (x) any of the liens securing any of the obligations of the Borrower and the other Loan Parties in respect of the Facilities (“Existing Liens”) to the liens securing any other indebtedness or other obligations or (y) any of the obligations of the Borrower and the other Loan Parties in respect of the Facilities in right of payment, contractual, structural or otherwise, to any other indebtedness or other obligations, in each case, unless such Lenders have been offered a bona fide opportunity to participate on a ratable basis in such other indebtedness or obligations on substantially similar terms and economics, and the Lenders have no less than five (5) Business Days to accept such offer.

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(c)            The Administrative Agent may also amend the Term Loan Commitment Schedule or the Revolving Loan Commitment Schedule to reflect assignments entered into pursuant to Section 9.04, Incremental Assumption Agreements entered into pursuant to Section 2.23 and Refinancing Amendments entered into pursuant to Section 2.24 and Extensions entered into pursuant to Section 2.25.

(d)            Notwithstanding the foregoing, only the consent of the Required Revolving Lenders shall be necessary to amend, modify or waive any condition precedent set forth in Section 4.02 with respect to the making of Revolving Loans, Swing Line Loans or the issuance of Letters of Credit.

(e)            Notwithstanding anything to the contrary contained in this Section 9.02, any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under this Agreement or any other Loan Document and shall be excluded in determining whether all Lenders, all affected Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 9.02); provided that, any waiver, amendment or modification (x) requiring the consent of all Lenders or each affected Lender or (y) that affects any Defaulting Lender more adversely than other affected Lenders, shall in each case require the consent of such Defaulting Lender.

(f)             If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly and adversely affected thereby”, the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may, elect to (x) terminate the relevant Commitment of the Non-Consenting Lender or (y) replace each Non-Consenting Lender as a Lender party to this Agreement; provided that concurrently with such replacement, (i) in the case of a replacement, another bank or other entity which is a Lender or which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for Cash at par the Loans and other Obligations (including Letters of Credit and Swing Line Loans) due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 9.04(b), (ii) in the case of a replacement, the Borrower or replacement Lender shall pay the processing and recordation fee referred to in Section 9.04(b)(ii)(B), if applicable, in accordance with the terms of such Section, (iii) in the case of a replacement, the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver or consent and (iv) the Borrower (in the case of a termination) or the replacement lender (in the case of a replacement) shall pay to such Non-Consenting Lender in same day funds on the day of such termination or replacement (A) all interest, fees, prepayments and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.17 and Section  2.19, and (B) in the case of a termination, an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.18 had the Loans of such Non-Consenting Lender been prepaid on such date. Each Lender agrees that if it is replaced pursuant to this Section 9.02(f), it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any promissory note (if the assigning Lender’s Loans are evidenced by promissory notes) subject to such Assignment and Assumption; provided that the failure of any Lender replaced pursuant to this Section 9.02(f) to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid.

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(g)            In addition, notwithstanding anything to the contrary contained in this Section 9.02 or any Loan Document (but subject to clauses (A), (B) and (C) of the first proviso to Section 9.02(b)), (i) the Borrower and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Section 2.23, Section 2.24, Section 2.25 or Section 2.26 or to implement any additional Designated Foreign Currency, (ii) if the Administrative Agent and the Borrower have jointly identified an obvious error or any error or omission of a technical nature or any ambiguity, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and (iii) guarantees, collateral security documents and related documents executed by Holdings or Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 9.03          Expenses; Indemnity; Damage Waiver.

(a)            The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses (including, but not limited to, expenses relating to due diligence investigation and travel expenses) incurred by the Agents, the Lead Arrangers, each Issuing Bank and their respective Affiliates, limited, in the case of attorneys’ fees, to the actual reasonable, documented fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Agent, and, if necessary, of one local counsel in any other relevant jurisdiction to such Persons, taken as a whole, one special counsel and solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected Persons, in connection with the syndication and distribution (including, without limitation, via the Internet or through a service such as IntraLinks) of the credit facilities provided for herein and the preparation, negotiation, execution and delivery of the Loan Documents and related documentation any security arrangements in connection therewith, (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Lead Arrangers, the Agents and their respective Affiliates, limited, in the case of attorneys’ fees, to the actual reasonable and documented fees, charges and disbursements of one legal counsel to the Agents, taken as a whole, and one legal counsel to the Lead Arrangers, and if necessary, of one local counsel in any other relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) to such Persons, taken as whole, one special counsel and solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected Persons, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Lead Arrangers, the Issuing Bank and the Lenders, limited, in the case of attorneys’ fees, to the actual reasonable, documented fees, charges and disbursements of one legal counsel retained by the Agents, taken as a whole, and any receiver appointed pursuant to the Collateral Documents, and, if necessary, one local counsel in any other relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) to such Persons, taken as a whole, one special counsel and solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected Persons in connection with the enforcement, collection or protection of its rights, in connection with the Loan Documents, including its rights under this Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring, bankruptcy or related negotiations in respect of such Loans and/or Letters of Credit, (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect thereto, all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in the administration of the Loan Documents.

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Other than to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrower within thirty days of receipt of an invoice relating thereto and setting forth such expenses in reasonable detail and such other backup documentation as the Borrower shall reasonably request.

(b)            The Borrower shall indemnify (x) each Agent and each Related Party or advisor or attorney of any of the foregoing Persons (each such Person being called an “Agent Indemnitee”), and (y) the Lead Arrangers, Issuing Bank and each Lender (including the Swing Line Lender), and each Related Party or advisor or attorney of any of the foregoing Persons (each such Person being called a “Lender Indemnitee”; and together with each Agent Indemnitee, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigation, inquiry, losses, claims, damages, liabilities and proceedings (limited, in the case of attorneys’ fees, to the actual reasonable, documented fees, charges and disbursements of one counsel for all Agent Indemnitees, taken as a whole, and of one counsel for all Lender Indemnitees, taken as a whole, and, solely in the case of an actual conflict of interest, one additional counsel to all affected Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel (which may include a single local counsel acting in multiple jurisdictions) in any relevant jurisdiction to such Persons, taken as a whole) of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnitee as a result of or arising out of or in connection with (i) the syndication of credit facilities provided for herein and all activities related thereto, the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Environmental Liability related in any way to Holdings or any of its Subsidiaries or to any business or property owned, leased or operated by the Loan Parties or any of its Subsidiaries or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available in respect of (A) any loss, claim, damage, liability or expense (1) to the extent that it is determined by a final non-appealable judgment of a court of competent jurisdiction that such loss, claim, damage, liability or expense resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (y) except for the Agents, the material breach of the obligations under this Agreement or any Loan Document by such Indemnitee or any of its Related Parties or (2) arising out of, or in connection with, any Adverse Proceeding that does not involve an act or omission by the Borrower’s Affiliates and that is brought by an Indemnitee (or any of its Related Parties) against any other Indemnitee (or any of its Related Parties) (other than any Adverse Proceeding against any Indemnitee (or any of its Related Parties) in its capacity as a Lead Arranger, Agent or similar role, or the Issuing Bank or any Swing Line Lender in its capacity as such hereunder) or (B) except for the Agents (who shall provide Borrower notice prior to any such Agent entering into a settlement), any settlement entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed); provided, that, with respect to any proceeding described under this paragraph (b), if any such settlement is entered into with the written consent of the Borrower or if such proceeding is determined by a final judgment of a court of competent jurisdiction, then the Borrower shall indemnify each Indemnitee to the extent and in the manner set forth in this paragraph (b). Notwithstanding the foregoing, each Indemnitee shall be obligated to promptly refund and return any and all amounts paid by the Borrower to such Indemnitee for fees, expenses or damages to the extent such Indemnitee is not entitled to the payment of such amounts in accordance with the terms hereof. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

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(c)            To the extent that the Borrower fails to timely pay any amount required to be paid by it to an Agent under paragraph (a) or (b) of this Section 9.03, each Lender (without limiting Borrower’s obligation to do so) severally agrees to indemnify, hold harmless and timely reimburse each Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought; provided, that if at the time of such indemnification or reimbursement, all Commitments have been terminated and the Obligations paid in full, each Lender’s Applicable Percentage shall be determined as of the date immediately preceding the day such Obligations were paid in full) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against such Agent in its capacity as such.

(d)            Notwithstanding anything to the contrary in the Agreement, (i) no Indemnitee shall be responsible or liable for damages arising from the unauthorized use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission except to the extent determined in a final judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or its Related Parties’ gross negligence, bad faith or willful misconduct, and (ii) without limitation of the Borrower’s indemnification obligations set forth in this Section 9.03, none of the Borrower, Holdings, any Indemnitee nor any of their Related Parties shall have any liability (whether direct or indirect, in contract, tort or otherwise) for any indirect, special, punitive or consequential damages arising out of, related to or in connection with this Agreement or any Loan Document.

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(e)            All amounts due under this Section 9.03 shall be paid promptly within thirty days of written demand therefor (together with backup documentation supporting such reimbursement request).

This Section 9.03 shall survive the termination of the Commitments, the payment of all Obligations and the resignation of any Agent, as the case may be

Section 9.04          Successors and Assigns.

(a)            The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) (provided that a merger, consolidation, amalgamation or similar transaction not otherwise prohibited hereby shall not constitute an assignment or transfer) and (ii) no Lender may assign, sell a participation or otherwise transfer its rights or obligations hereunder except in accordance with this Section (and any attempted assignment, participation or transfer not complying with the terms of this Section shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)      (i)      Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more Eligible Assignees or any other Person (other than a Disqualified Assignee or a Defaulting Lender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment or the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A)            the Borrower; provided that no consent of the Borrower shall be required for an assignment (x) (1) of a Revolving Commitment or a Revolving Loan to another Revolving Lender or an Affiliate of a Revolving Lender or (2) of Term Loans to another Lender, an Affiliate of a Lender, an Approved Fund or a Related Fund, or, (y) to any Person (other than a Disqualified Assignee, to the extent the list thereof is made available by the Borrower to all Lenders), if an Event of Default under Section 7.01(a), Section 7.01(f) or Section 7.01(g) has occurred and is continuing, and provided, further that (i) no consent of the Borrower shall be required for an assignment during the primary syndication of the Loans to Persons identified in writing by the Administrative Agent to the Borrower on or prior to the Closing Date and reasonably acceptable to the Borrower and (ii) the Borrower shall be deemed to have consented to any assignment of (x) funded Term Loans unless the Borrower has objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received a written request for such consent from the Administrative Agent;

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(B)             the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to another Lender (in the case of assignment of a Revolving Commitment or a Revolving Loan, another Revolving Lender) or its Affiliates, an Approved Fund or a Related Fund; and

(C)             in the case of assignment of a Revolving Commitment or a Revolving Loan, each Issuing Bank, the Swing Line Lender.

(ii)            Assignments shall be subject to the following additional conditions:

(A)            except in the case of an assignment to another Lender, an Affiliate of a Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or the principal amount of Loans of the assigning Lender subject to each such assignment (determined as of the Trade Date and determined on an aggregate basis in the event of concurrent assignments to Related Funds or by Related Funds (as defined below)) shall not be less than (x) with respect to Term Loan Commitments and Term Loans, $1,000,000 and (y) with respect to Revolving Commitments and Revolving Loans, $5,000,000 unless, in each case, each of the Borrower (so long as an Event of Default under Section 7.01(a), Section 7.01(f) or Section 7.01(g) does not exist) and the Administrative Agent otherwise consent;

(B)             the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and

(C)             the assignee, if it shall not be a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent (1) a notice to the Administrative Agent, the Borrower and, if a Revolving Lender, to the Issuing Bank and Swing Line Lender, specifying its address, facsimile number, electronic mail address and telephone number for notices. (2) all requested “know your customer” documentation and (3) any forms required under Section 2.19(e).

(iii)            Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.17, Section 2.18, Section 2.19 and Section 9.03 with respect to facts and circumstances occurring on or prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 9.04.

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(iv)            The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and their respective successors and assigns, and the Commitment of, or principal amount of and stated interest on the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder and the owner of its interests as indicated in the Register for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior written notice, provided that each Lender’s access to the Register shall be limited to the entries with respect to such Lender including the Commitment of, or principal amount of and stated interest on the Loans owing to such Lender. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(v)            By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Assumption; (B) except as set forth in (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (C) such assignee represents and warrants that it is an Eligible Assignee (or has otherwise been consented to by each applicable party in accordance with Section 9.04(b)), legally authorized to enter into such Assignment and Assumption; (D) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.04(a) or delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (E) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other 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 this Agreement; (F) such assignee appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Agent, by the terms hereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

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(c)            (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, Issuing Bank or Swingline Lender, sell participations to one or more banks or other entities (other than a Disqualified Assignee (to the extent the list thereof is made available by the Borrower to all Lenders) or a Defaulting Lender) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver to the extent such amendment, modification or waiver directly affects such Participant and which requires unanimous Lender consent or consent of each Lender directly or directly and adversely affected thereby. Subject to clause Section  9.04(c)(ii) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.17, Section 2.18 and Section 2.19 (subject to the requirements and limitations with respect thereto) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph  (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.20(c) as though it were a Lender. Each Lender that sells a participation pursuant to this Section 9.04(c) shall, acting solely as a non-fiduciary agent of the Borrower, maintain a register on which it records the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (each, a “Participant Register”) provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of a participation for all purposes under this Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent, in its capacity as such, shall have no obligation to maintain a Participant Register.

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(ii)            A Participant shall not be entitled to receive any greater payment under Section 2.17, Section 2.18 and Section 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.

(d)            Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to any Person to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e)            Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Granting Lender shall for all purposes remain the Lender hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 2.17, Section 2.18 and Section 2.19) and no SPC shall be entitled to any greater amount under Section 2.17, Section 2.18 and Section 2.19 or any other provision of this Agreement or any other Loan Document than the Granting Lender would have been entitled to receive, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (iii) the Granting Lender shall for all purposes including approval of any amendment, waiver or other modification of any provision of the Loan Documents, remain the Lender of record hereunder. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof; provided, however, that (i) in the case of the Borrower, such SPC’s Granting Lender is in compliance in all material respects with its obligations to the Borrower hereunder and (ii) each Lender designating any SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such SPC during such period of forbearance. In addition, notwithstanding anything to the contrary contained in this Section 9.04(e), any SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.

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(f)            Any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to any Affiliated Lender on a non-pro rata basis through (x) Dutch Auctions open to all Lenders on a pro rata basis in accordance with the Auction Procedures or (y) solely in the case of assignments to the Sponsor Group, Holdings, the Borrower, Debt Fund Affiliates or Non-Debt Fund Affiliates, open market purchases, subject to the following limitations:

(i)             Holdings and each Affiliated Lender (other than any Debt Fund Affiliate) shall represent to the assigning Lender as of the date of any such purchase, sale or assignment conducted through a Dutch Auction, that as of the date of such purchase or assignment, it is not in possession of any material non-public information with respect to the Holdings, the Borrower, their respective Subsidiaries or any of their respective securities that has not been made available to the Lenders prior to such date (other than those Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their respective securities) and which could reasonably be expected to have a material effect upon, or otherwise be material, to a Lender’s decision to assign Loans to such Affiliated Lenders;

(ii)            Affiliated Lenders (other than any Debt Fund Affiliate) will not be entitled to receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to attend or participate in meetings attended solely by the Lenders and the Administrative Agent;

(iii)            after giving effect to the cancellations described in clause (vii) below, the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders (other than any Debt Fund Affiliates) may not exceed 20% of the aggregate principal amount of all Term Loans (including any Incremental Term Loans and Other Term Loans) outstanding at such time under this Agreement;

(iv)           any purchase conducted pursuant to this Section 9.04(f) may not be funded by drawings on the Revolving Facility;

(v)            at the time of such Dutch Auction notice or purchase or open market purchases, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(vi)           each Affiliated Lender (other than any Debt Fund Affiliate) shall be deemed to have voted in any bankruptcy proceedings of the Borrower in the same proportion as the allocation of voting with respect to such matter by those Lenders who are not Affiliated Lenders (including any Debt Fund Affiliates), except to the extent that any plan of reorganization proposes to treat the obligations held by such Affiliated Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of similar obligations held by Lenders that are not Affiliated Lenders; and

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(vii)          any Term Loans purchased by Holdings, the Borrower or any of their respective Subsidiaries shall be automatically and permanently cancelled immediately upon acquisition by Holdings, the Borrower or such Subsidiary to the extent permitted by applicable law and such cancellation of Term Loans shall not constitute a voluntary or mandatory prepayment for purposes of Section 2.12 or Section 2.13, but the face amount of Term Loans cancelled as provided for herein shall be applied on a pro rata basis to the remaining scheduled installments of principal due in respect of the Term Loans.

(g)            Notwithstanding the foregoing, (i) any member of the Sponsor Group, Debt Fund Affiliate or Non-Debt Fund Affiliate party to an assignment or purchase may (but shall not be required to) contribute Loans subject to such assignment or purchase to Holdings or any of its Subsidiaries for purposes of cancellation of such Loans and (ii) no amendment, modification or waiver pursuant to Section 9.02 shall affect any Affiliated Lender (in its capacity as a Lender) in a manner that is materially disproportionate to the effect on any Lender of the same Class or that would deprive such Affiliated Lender of its pro-rata share of any payments to which it is entitled. For purposes of any amendment, waiver or modification described in Section 9.04(h), Affiliated Lenders will be deemed to have voted in the same proportion as non-Affiliated Lenders voting on such matter; provided, however, that Affiliated Lenders shall be entitled to receive their ratable portion of any amendment, waiver or consent fee paid by the Borrower to the Lenders in order to obtain any such amendment, waiver or consent; provided, further that no Debt Fund Affiliate will be subject to such voting limitations with respect to any consents that require 100% of all or all directly affected Lenders and each Debt Fund Affiliate will be entitled to vote with respect to such matters as if it was a Lender.

(h)            Notwithstanding anything in Section 9.02 or the definition of “Required Lenders” to the contrary, (i) for purposes of determining whether the Lenders or Required Lenders have (x) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (y) otherwise acted on any matter related to any Loan Document or (z) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans (or Commitments in respect thereof) held by any Affiliated Lenders (other than Debt Fund Affiliates) shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders have taken any actions and (ii) Debt Fund Affiliates may not in the aggregate account for more than 49.9% of the amounts set forth in the calculation of Required Lenders and any amounts in excess of such 49.9% will be subject to the limitations of clause (h)(i) of this Section 9.04. Notwithstanding the foregoing, for so long as no Default or Event of Default has occurred or is continuing, an Affiliated Lender shall have the right to vote on any amendment, modification, waiver or consent that would require (1) the vote of all Lenders or (2) the vote of all Lenders directly and adversely affected thereby.

(i)             Notwithstanding anything herein to the contrary, the Administrative Agent shall have no responsibility for, or liability in connection with, monitoring or enforcing the prohibition on assignments or participations to Disqualified Assignees. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Assignee or (y) have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of, any Disqualified Assignee.

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(j)             Any assignment or participation made to any Person in violation of this Section 9.04 shall be void ab initio. In the event of such an assignment or participation in violation of this Section 9.04, Borrower shall be entitled to pursue any remedy available to it (whether at law or in equity, including specific performance to unwind such assignment or participation) against the assignor or participating Lender and such assignee or participant. The Administrative Agent shall have the right, and is hereby authorized, to provide the list of Disqualified Assignees to the Lenders, any Participant or prospective Lender or Participant upon any request made to the Administrative Agent, so long as such recipient agrees to keep the list of Disqualified Assignees confidential.

Section 9.05          Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that an Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or unsatisfied, any Letter of Credit that has been Cash Collateralized (or if a backstop letter of credit reasonably satisfactory to the Issuing Bank is in place) remains and so long as the Commitments have not expired or terminated. The provisions of Section 2.17, Section 2.18, Section 2.19 and Section 9.03 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

Section 9.06          Counterparts; Integration; Effectiveness. This Agreement may be executed in one or more counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Article 4, this Agreement shall become effective when it shall have been executed by the Agents and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic (“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart to this Agreement.

Section 9.07          Severability. To the extent permitted by law, any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 9.08          Right of Setoff. If an Event of Default shall have occurred and be continuing, after obtaining the prior written consent of the Administrative Agent, each Agent and Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Agent or Lender to or for the credit or the account of the Borrower or any Loan Guarantor against any of and all the Secured Obligations held by such Agent or Lender, irrespective of whether or not such Agent or Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Agent or Lender shall promptly notify the Borrower and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section 9.08. The rights of each Agent and Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Agent or Lender may have.

Section 9.09          Governing Law; Jurisdiction; Consent to Service of Process.

(a)            THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b)            Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in the Borough of Manhattan, New York, New York (the “Specified Jurisdiction”) in any suit, action or proceeding arising out of or relating to any Loan Documents, the transactions contemplated thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that suit for the recognition or enforcement of any judgment obtained in any such U.S. Federal or New York State court may be brought in any other court of competent jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties outside the Specified Jurisdiction.

(c)            Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section  9.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d)            To the extent permitted by law, each party to this Agreement hereby irrevocably waives personal service of any and all process upon it and agrees that all such service of process may be made by registered mail (return receipt requested) directed to it at its address for notices as provided for in Section  9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 9.10          WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.11          Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.12          Confidentiality. Each Agent and each Lender agrees (and each Lender agrees to cause its SPC, if any) to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees, governing board of trustees, equity holders, representatives and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made are advised of the obligation to retain such information as confidential, and such Agent or Lender shall be responsible for its Affiliate’s compliance with this Section 9.12), (b) to the extent required or requested by any regulatory (including self-regulatory), governmental or administrative authority having jurisdiction over such Agent or Lender or their respective Affiliates, based on the reasonable advice of legal counsel, (in which case such Agent or Lender shall, except with respect to any audit or examination conducted by accountants or any governmental authority or by the National Association of Insurance Commissioners or state insurance regulators exercising examination or regulatory authority over it or its Affiliates, to the extent practicable promptly notify the Borrower, prior to disclosure, to the extent permitted by law or regulation), (c) to the extent required by law or by any subpoena or similar legal process; provided that unless specifically prohibited by applicable law or legal process, such Agent or Lender shall promptly notify the Borrower of any such request prior to disclosure, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as or at least as restrictive as those of this Section 9.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, including, without limitation, any SPC, (ii) any pledgee referred to in Section 9.04, (iii) any actual or prospective counterparty (or its advisors) to any swap or Derivative Transaction relating to the Loan Parties and their obligations or (iv) to the Federal Reserve Bank or any central bank in connection with a pledge or assignment pursuant to Section 9.04(d), without the notice or consent of any other party, (g) with the prior written consent of the Borrower, to any nationally recognized rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to Loan Parties received by it from any Agent or any Lender, to market data collectors solely for purposes of league table credit reporting with the disclosed information limited to the amount of the Term Loans and Revolving Commitments, pricing and maturity, the parties hereto and the roles of any Agents and the Lead Arrangers hereunder or (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.12 by such Person. For the purposes of this Section, “Information” means all information received from any Loan Party or its Affiliates or its Affiliates’ directors, officers, partners, employees, trustees, investment advisors or agents, relating to the Loan Parties or their businesses, the Sponsor Group or the Transactions other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party.

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Section 9.13          Rights under Hedge Agreements. No Hedge Agreement will create (or be deemed to create) in favor of any Hedge Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Guarantor under the Loan Documents. By accepting the benefits of the Collateral, such Hedge Counterparty shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this Section 9.13.

Section 9.14          Several Obligations; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any Requirements of Law.

Section 9.15          USA PATRIOT Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) that is subject to the requirements of the USA PATRIOT Act (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of each Loan Party and other information that will allow such Lenders to identify the Loan Parties in accordance with the Act and the Beneficial Ownership Regulation.

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Section 9.16          Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that the Agents and/or their Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates. In connection with all aspects of the Loan Documents (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Holdings and the Borrower acknowledge and agree, and acknowledge on behalf of their respective Restricted Subsidiaries, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, each Lead Arranger, the Issuing Bank and each Lender are arm’s-length commercial transactions between the Borrower and each other Loan Party, on the one hand, and the Administrative Agent, each Lead Arranger, the Issuing Bank and each Lender, on the other hand, (ii) the Borrower and each of the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent, each Lead Arranger, the Issuing Bank and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any other Loan Party and (ii) neither the Administrative Agent, any Lead Arranger, the Issuing Bank nor any Lender has any obligation to the Borrower or any other Loan Party with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, each Lead Arranger, the Issuing Bank and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and the other Loan Parties, and neither the Administrative Agent, the Lead Arrangers, the Issuing Bank nor any Lender has any obligation to disclose any of such interests to the Borrower or any other Loan Party. To the fullest extent permitted by law, the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, each Lead Arranger and each Lender with respect to any breach or alleged breach of fiduciary duty in connection with any aspect of the Loan Documents.

Section 9.17          Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Collateral Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

Section 9.18          Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the Maximum Rate. If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

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Section 9.19          Exclusive Authority. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article 7 for the benefit of all the Lenders and the Issuing Banks, (ii) no Secured Party shall have any right individually to realize upon any of the Collateral under any Collateral Documents or to enforce the Loan Guaranty under Article 10, it being understood and agreed that all powers, rights and remedies under the Loan Guaranty under Article 10 and the other Collateral Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof and (iii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold in any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Section 9.20          Releases of Liens. The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically terminated and released, whether or not on the date of such release there may be outstanding Obligations in respect of Secured Hedging Obligations, (i) upon the termination of all Commitments and payment and satisfaction in full in cash of all Obligations (other than (x) obligations in respect of Hedge Agreements and (y) Unliquidated Obligations and the expiration or termination of all Letters of Credit (or upon Cash Collateralization of all Letters of Credit in a manner and pursuant to arrangements reasonably satisfactory to the Issuing Bank or back-stopped by a letter of credit in form and substance reasonably satisfactory to the Issuing Bank), (ii) upon the sale or other disposition of the property constituting such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Loan Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Agents may rely conclusively on an Officer’s Certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (other than with respect to a release of all or substantially all of the Collateral), (iv) to the extent the property constituting such Collateral is owned by any Loan Guarantor, upon the release of such Loan Guarantor from its obligations under its Loan Guaranty in accordance with the provisions of this Agreement or (v) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agents and the Lenders pursuant to the Collateral Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral to the extent required under the provisions of the Loan Documents. The Lenders irrevocably authorize the Collateral Agent to, and the Collateral Agent promptly upon the request of the Borrower shall, take all actions reasonably required to effect the releases described in the preceding sentence. In addition, the Collateral Agent agrees to (and the Secured Parties authorize the Collateral Agent to) release or subordinate any Lien on any property granted to the Collateral Agent to the holder of a Lien permitted by Section 6.03(m). In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents and take such further actions that such Loan Party shall reasonably request to evidence such termination or release. Additionally, the Secured Parties authorize each Agent to, on behalf of the Secured Parties without the further consent or acquiescence of the Secured Parties (and each Agent shall), enter into intercreditor agreements required under any Credit Agreement Refinancing Indebtedness, other Indebtedness permitted under Section 6.02 or Liens permitted under Section 6.03.

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Section 9.21          Conflicts. In the event of any conflict or inconsistency between the provisions hereunder and the provisions of any other Loan Document, then, notwithstanding anything contained in such Loan Document, the provisions contained in this Agreement will prevail and the provisions of such Loan Document will be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency. If any act or omission of a Loan Party or its Subsidiary is expressly permitted under this Agreement but is prohibited under any other Loan Document, such act or omission shall be permitted.

Section 9.22          Intercreditor Agreements. Each Lender hereunder agrees that it will be bound by and will take no actions contrary to the provisions of any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, and authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, when applicable, on behalf of such Lender. The foregoing provisions are intended as an inducement to the Lenders under this Agreement to extend credit and such Lenders are intended third party beneficiaries of such provisions and any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable.

Section 9.23          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 Lender that is an 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 which may be payable to it by any Lender 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;

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(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.

Section 9.24          Acknowledgement Regarding Any Supported QFC.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Obligations or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)            In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)            As used in this Section 9.24, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

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“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

Section 9.25          Special Provisions Relating to Currencies Other Than Dollars

(a)            If at any time that a Loan (or Letter of Credit) denominated in an Designated Foreign Currency is outstanding and the relevant Designated Foreign Currency is fully replaced by the Euro as the lawful currency of the country that issued such Designated Foreign Currency (the “Issuing Country”) so that all payments are to be made in the Issuing Country in Euro and not in the Designated Foreign Currency previously the lawful currency of such country, then such Loan (or Letter of Credit) denominated in such Designated Foreign Currency shall be automatically converted into a Loan (or Letter of Credit) denominated in Euro in a principal amount equal to the amount of Euro into which the principal amount of such Designated Foreign Currency denominated Loan (or Letter of Credit) would be converted pursuant to law and thereafter no further Loans or Letters of Credit will be available in such Designated Foreign Currency.

(b)            All funds to be made available to Administrative Agent or the Issuing Bank, as applicable, pursuant to this Agreement in any currency other than Dollars shall be made available to the Administrative Agent or the Issuing Bank, as applicable, in immediately available, freely transferable, cleared funds to such account with such bank in such principal financial center as the Administrative Agent or the Issuing Bank, as applicable, shall from time to time nominate for this purpose. In relation to the payment of any amount denominated in any currency other than Dollars, neither the Administrative Agent nor the Issuing Bank shall be liable to the Borrower or any of the Lenders for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Administrative Agent or the Issuing Bank if the Administrative Agent or Issuing Bank shall have taken all relevant and necessary steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the relevant currency) to the account with the bank in the principal financial center in the participating member state which the Borrower or, as the case may be, any Lender shall have specified for such purpose. As used in this Section 9.25, “all relevant and necessary steps” means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Administrative Agent or Issuing Bank may from time to time determine for the purpose of clearing or settling payments of such currency. Furthermore, and without limiting the foregoing, neither the Administrative Agent nor the Issuing Bank shall be liable to the Borrower or any of the Lenders with respect to the foregoing matters in the absence of its bad faith, gross negligence or willful misconduct (as determined in the final, non-appealable judgment of a court of competent jurisdiction).

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Article 10

LOAN GUARANTY

Section 10.01        Guaranty. Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Secured Parties the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Subject to Requirements of Law and the terms and conditions of the underlying Collateral Documents, each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal.

Section 10.02        Guaranty of Payment.

This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require any Agent or any other Secured Party to sue the Borrower, any Loan Guarantor, any other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its rights in respect of any collateral securing all or any part of the Guaranteed Obligations.

Section 10.03        No Discharge or Diminishment of Loan Guaranty.

(a)            Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in Cash of the Guaranteed Obligations, except for any Unliquidated Obligations), including:          (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other Loan Guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization, judicial management or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, any Agent, any other Secured Party, or any other Person, whether in connection herewith or in any unrelated transactions.

(b)            If any or all of the Guaranteed Obligations are not duly paid or performed by the applicable Loan Parties and are not paid or performed by the Loan Guarantors under Section 10.01 for any reason whatsoever, each Loan Guarantor shall, as a separate and distinct obligation, indemnify and save each of the Secured Parties harmless from and against all losses, costs, damages, expenses, claims and liabilities that each such Secured Party may suffer or incur in connection with or in respect of any failure by the applicable Loan Parties for any reason to pay or perform any of the Guaranteed Obligations, and shall pay all such amounts to the Administrative Agent after demand as herein provided.

(c)            If, and to the extent that, any amount in respect of the Guaranteed Obligations is not recoverable from any Loan Guarantor under this Agreement on the basis of a guarantee or the Secured Parties are not indemnified under Section 10.03(b), in each case, for any reason whatsoever, then, notwithstanding any other provision of this Agreement, such Loan Guarantor shall be liable under this Agreement as principal obligor in respect of the due payment of such amount and shall pay such amount to the Administrative Agent after demand as herein provided.

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(d)            Except for termination of a Loan Party’s obligations hereunder or as expressly permitted by Section 10.12, the obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(e)            Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any Agent or any other Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower or any other Person for all or any part of the Guaranteed Obligations or any obligations of any other Loan Guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by any Agent or any other Secured Party with respect to any collateral securing any part of the Guaranteed Obligations or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the payment in full in Cash of the Guaranteed Obligations).

Section 10.04          Defenses Waived. To the fullest extent permitted by applicable law, and except for termination of a Loan Party’s obligations hereunder or as expressly permitted by Section 10.12, each Loan Guarantor hereby waives any defense based on or arising out of any defense of the Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of the Borrower or any Loan Guarantor, in each case other than the payment in full in Cash of the Guaranteed Obligations (other than Unliquidated Obligations). Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person. The Collateral Agent may, at its election, in accordance with applicable law, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, and the Administrative Agent may, at its election, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully paid in Cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.

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Section 10.05       Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until payment in full in Cash of the Guaranteed Obligations (other than Unliquidated Obligations).

Section 10.06        Subordination of Other Obligations. Any Indebtedness of the Borrower or any Loan Guarantor now or hereafter held by any Loan Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the Secured Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof. Nothing in this Section 10.06 is intended to create a charge or security interest.

Section 10.07        Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or any other Loan Party or otherwise, each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.

Section 10.08       Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and its Subsidiaries’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Agents nor any other Secured Party shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.

Section 10.09       Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Secured Parties, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”). This Section 10.09 with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Secured Parties to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other Person or entity shall have any right or claim under this Section 10.09 with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Secured Parties hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

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Section 10.10       Contribution. In the event any Loan Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Guarantor Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article 10, “Guarantor Percentage” means with respect to any such payment or loss by a Paying Guarantor an amount determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrower and the other Loan Parties after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from the Borrower and the other Loan Parties after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in Cash of the Guaranteed Obligations. This provision is for the benefit of the Agents, the other Secured Parties and the Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

Section 10.11        Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article 10 is in addition to and shall be cumulative with all liabilities of each Loan Party to the Agents and the other Secured Parties under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

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Section 10.12        Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released (A) upon the consummation of any transaction permitted hereunder if as a result thereof such Loan Guarantor would no longer be required to provide a guarantee of the Obligations pursuant to Section 5.11(b); provided, further to the extent any such Loan Guarantor becomes an Excluded Subsidiary pursuant to clause (e) of the definition thereof, the transaction resulting in such Guarantor becoming an Excluded Subsidiary shall be (1) for a bona fide business purpose in the good faith determination of the Borrower and (2) not with an Affiliate of the Borrower or (B) upon the termination of the Commitments and payment and satisfaction in full in Cash of all Obligations (other than Unliquidated Obligations). In connection with any such release, the Agents shall promptly execute and deliver to any Loan Guarantor that is a Subsidiary, at such Loan Guarantor’s expense, all documents that such Loan Guarantor shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Agents.

Section 10.13       Excluded Swap Obligations. Each Loan Party that is a Qualified ECP Guarantor at the time the Loan Guaranty or the grant of the security interest hereunder and under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Loan Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to such Qualified ECP Guarantor’s Maximum Liability). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 10.13 to constitute, and this Section 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	LYMI INC., as the Borrower

	By:	/s/ Jennifer MacLellan
		Name: Jennifer MacLellan
		Title: Chief Financial Officer

	REF HOLDINGS, INC., as Holdings and a Loan Guarantor

	By:	/s/ Jennifer MacLellan
		Name: Jennifer MacLellan
		Title: Vice President & Treasurer

	BIG LADY LLC HEY BUI LLC UNICORN KISS LLC & REFORMATION MADDISON LLC, as Loan Guarantors

	By:	/s/ Jennifer MacLellan
		Name: Jennifer MacLellan
		Title: Treasurer

[Signature Page to Credit and Guaranty Agreement]

	JPMorgan Chase Bank, N.A.,
	as Administrative Agent, Collateral Agent, Lender, Issuing Bank and Swing Line Lender

	By:	/s/ Rebecca Belding
		Name: Rebecca Belding
		Title: VP

[Signature Page to Credit and Guaranty Agreement]2

	Citibank, N.A., as Lender

	By:	/s/ Jason Boera
		Name: Jason Boera
		Title: Director

[Signature Page to Credit and Guaranty Agreement]3

	Royal Bank of Canada, as Lender

	By:	/s/ Jennifer Xu
		Name: Jennifer Xu
		Title: Authorized Signatory

[Signature Page to Credit and Guaranty Agreement]4

	MORGAN STANLEY SENIOR FUNDING, INC.,
	as Lender

	By:	/s/ Michael King
		Name: Michael King
		Title: Vice President

[Signature Page to Credit and Guaranty Agreement]5

Schedule 1.01

Existing Investors

[INTENTIONALLY OMITTED]

Schedule 1.02

Existing Letters of Credit

[INTENTIONALLY OMITTED]

Schedule 2.01(a)

Initial Term Loan Commitment Schedule

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Schedule 2.01(b)

Initial Revolving Loan Commitment Schedule

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Schedule 3.05(d)

IP Claims

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Schedule 3.06

Litigation

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Schedule 3.14

Capitalization and Subsidiaries

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Schedule 5.13

Post-Closing Matters

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Schedule 6.02

Existing Indebtedness

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Schedule 6.03(l)

Existing Liens

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Schedule 6.04

Existing Restrictions

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Schedule 6.08

Existing Investments

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EXHIBIT A to

Credit and Guaranty Agreement

[FORM OF]
ASSIGNMENT AND ASSUMPTION

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A-1

EXHIBIT B to

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[FORM OF]
COMPLIANCE CERTIFICATE

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B-1

EXHIBIT C to

Credit and Guaranty Agreement

[FORM OF]
JOINDER AGREEMENT

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EXHIBIT D to

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[FORM OF]
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Exhibit D

EXHIBIT E to

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PROMISSORY NOTE

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EXHIBIT F to

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[FORM OF]
INTEREST ELECTION REQUEST

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AUCTION PROCEDURES

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EXHIBIT H to

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[FORM OF]
SOLVENCY CERTIFICATE

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Credit and Guaranty Agreement

[FORM OF]
ISSUANCE NOTICE

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EXHIBIT J to

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[FORM OF INTERCOMPANY SUBORDINATION AGREEMENT]

GLOBAL INTERCOMPANY NOTE

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EXHIBIT K to

Credit and Guaranty Agreement

[FORM OF]
OPTIONAL PREPAYMENT NOTICE

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EXHIBIT L-1 to

Credit and Guaranty Agreement

[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE

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EXHIBIT L-2 to

Credit and Guaranty Agreement

[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE

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EXHIBIT L-3 to

Credit and Guaranty Agreement

[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE

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EXHIBIT L-4 to

Credit and Guaranty Agreement

[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)

[INTENTIONALLY OMITTED]

L-4-1

Exhibit 10.13

SINGLE-TENANT LEASE

1.      BASIC TERMS:

This Section 1 contains the Basic Terms of this lease (this “Lease”) between Landlord and Tenant, as each is named below. Other Sections of the Lease referred to in this Section explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.

1.1.            Effective Date of Lease: June 7, 2024.

1.2.            Landlord: 5801 SECOND STREET, LLC, a Delaware limited liability company.

1.3.            Tenant: LYMI Inc., a Delaware corporation.

1.4.            Premises: The entirety of that certain real property legally described on Exhibit A attached hereto, and including that certain building commonly known as 5801 South 2nd Street, Vernon, California (the “Building”) and containing approximately 185,089 square feet. The Building is located in, and is a part of an industrial park (the “Park”), which Park is a part of the Premises as designated on Exhibit A, attached hereto. An outline of the Premises is set forth on Exhibit A-1, attached hereto.

1.5.            Lease Term: Five (5) years and four (4) months, commencing on December 7, 2024 (“Commencement Date”) and ending on March 31, 2030 (“Expiration Date”).

If the Commencement Date occurs on a day other than the first day of a calendar month, the Rent (as defined below) due for the first calendar month of the Lease Term shall be prorated on a per diem basis (based on a 365 (366 in leap years) day, 12-month year) and paid to Landlord on the Commencement Date, and the Lease Term will be extended to terminate on the last day of the calendar month in which the Expiration Date occurs.

1.6.            Permitted Use: The Premises shall only be used for manufacturing, warehousing and distribution of apparel, and/or other non-perishables items, related general office use, and retail/factory outlet store (to the extent permitted under item (B), below); provided, however, that notwithstanding anything to the contrary set forth hereinabove, Tenant shall be responsible for operating and maintaining the Premises pursuant to, and in no event may the Permitted Use violate, (A) Landlord’s established Rules and Regulations (as defined below), (B) all applicable Laws (defined in Section 9.1, below), including, without limitation, all applicable zoning and building codes, (C) all covenants, conditions and restrictions now or hereafter affecting the Park, and (D) the first-class character of the Park.

1.7.            Tenant’s Guarantor: None.

1.8.            Brokers:

Tenant Broker: Jones Lang LaSalle Brokerage, Inc.

Landlord Broker: Lee & Associates Commerce

1.9.            Letter of Credit: [***], as the same may be reduced from time to time pursuant to Section 4.4.9.

1.10.          Initial Estimated Additional Rent. [***].

1.11.         Exhibits to Lease. The following exhibits are attached to and made a part of this Lease: Exhibit A (Legal Description; Exhibit A-1 (Depiction of Premises); Exhibit B (Broom Clean Condition and Repair Requirements); Exhibit C (Rules and Regulations); Exhibit D (Tenant Work Letter); Exhibit E (Confirmation of Commencement Date); Exhibit F (Tenant Contact Information); Exhibit G (Tenant Operations Inquiry); Exhibit H (Form of Letter of Credit); and Schedule 25.22.5 (Tenant Fit Out Guide).

2.            LEASE OF PREMISES; RENT; OPTION TERM.

2.1.            Lease of Premises for Lease Term. In consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, for the Lease Term and subject to the conditions of this Lease. The terms and provisions of this Lease shall be effective as of the date of this Lease. Each of Landlord and Tenant stipulate that the square footage of the Premises is as set forth in Section 1.4 above and shall not be subject to remeasurement during the initial Lease Term. Accordingly, the Base Rent payable during the initial Lease Term nor the Tenant Improvement Allowance shall be adjusted based on the measurement of the Premises. For the purposes of this Lease, “Building Common Area” shall mean the exterior of the Building (specifically excluding the interior of the Building and associated dock areas and equipment), including, without limitation, landscaped areas, driveways, sidewalks, and exterior lighting (i.e. those portions of the Building and/or the lots on which the Building are located which, if the Building was leased on a multi-tenant basis, would either serve or be available for use by multiple tenants in the Building).

2.2.           Types of Rental Payments.

2.2.1.            Base Rent. Tenant shall pay net base rent (“Base Rent”) to Landlord in monthly installments, in advance, on or before the first day of each and every calendar month during the Lease Term, in the amounts and for the periods as set forth below:

Months During Lease Term	Annual Base Rent	Monthly Installment of Base Rent	Approximate Monthly Base Rent per Square Foot
1-12*	[***]	[***]	[***]
13-24	[***]	[***]	[***]
25-36	[***]	[***]	[***]
37-48	[***]	[***]	[***]
49-60	[***]	[***]	[***]
61-Expiration Date	[***]	[***]	[***]

*Notwithstanding the terms of the schedule set forth above, Landlord hereby agrees to abate Tenant’s obligation to pay the Base Rent attributable to the Premises during the second (2nd) through fifth (5th) months of the Lease Term, provided that Tenant has not been in monetary or material non-monetary default beyond any applicable notice and cure period and no uncured monetary or material non-monetary default by Tenant under this Lease beyond any applicable notice and cure period exists as of the date such applicable monthly installment would otherwise be due in the absence of such abatement. The period during which Tenant is entitled to an abatement of Base Rent pursuant to the terms hereof shall be referred to herein as the “Abatement Period” and the amount of Base Rent abated during the Abatement Period shall be referred to herein as the “Abated Base Rent”). During the Abatement Period, Tenant shall remain responsible for the payment of all of its other monetary obligations under this Lease, including, without limitation, the payment of Operating Expenses. The abatement of Base Rent provided in this Section 2.2.1 is conditioned upon Tenant’s full and timely performance of all of its obligations under this Lease. If at any time during the initial Term of this Lease (not including any option periods, extensions, or renewals), a Default by Tenant occurs and this Lease is terminated as a result, then the abatement of Base Rent provided for in this Section 2.2.1 shall immediately and automatically be rendered null and void, and Tenant shall immediately be required to pay to Landlord, in addition to any and all other amounts due to Landlord under this Lease, the then-unamortized (on a straight-line basis) amount of all Base Rent previously abated pursuant to this Section 2.2.1. At any time following the Commencement Date, Landlord shall have the right (the “Rent Credit Option”), but not the obligation, to advise Tenant that Landlord elects to terminate the then-remaining Abated Base Rent, and, in lieu of such remaining abatement, Landlord shall instead disburse to Tenant, in a lump sum, an amount equal to the then-remaining portion of the Base Rent that would otherwise be abated as aforesaid (the “Abatement Replacement Payment”). If Landlord exercises the Rent Credit Option and disburses the Abatement Replacement Payment to Tenant, then: (i) Tenant shall no longer be entitled to an abatement of Base Rent pursuant to the terms hereof, and (ii) Tenant shall thereafter pay Base Rent at the rate set forth in the schedule above for the remainder of the Lease Term at the time and in the manner set forth in this Section 2.2.1. Tenant shall reasonably cooperate with Landlord, including entering into an amendment to this Lease, to permit and memorialize Landlord’s exercise of the Rent Credit Option.

2.2.2.            Additional Rent. Commencing as of the Commencement Date and continuing throughout the remainder of the Lease Term, Tenant shall also pay (a) all Operating Expenses (as hereinafter defined), and (b) any other amounts owed by Tenant hereunder (the sums described in (a) and (b), collectively, “Additional Rent”). In the event any monthly installment of Base Rent or Additional Rent, or both, is not paid within 5 calendar days of the date when due, and such delinquency continues for five (5) days following Landlord’s delivery to Tenant of written notice of such delinquency (provided, however, that if Landlord has given Tenant two (2) such delinquency notices in the preceding twelve (12) month period, then Tenant’s subsequent failure to pay any such applicable Rent or other charge when due shall entitle Landlord to charge a Late Charge hereunder with respect to such applicable Rent and/or charge without requirement of any notice or cure period [and if Landlord has given Tenant three (3) such delinquency notices in the preceding 3-year period, then Tenant’s subsequent failure to pay any such applicable Rent or other charge when due shall entitle Landlord to charge a Late Charge hereunder with respect to such applicable Rent and/or charge without requirement of any notice or cure period), a late charge in an amount equal to 5% of the then delinquent installment of either or both (as applicable) Base Rent and Additional Rent (the “Late Charge”) shall be imposed with respect to the then-delinquent Rent payment.

2.2.3.            Payment of Rent. For purposes of this Lease, the Late Charge, interest at the Default Rate (as defined in Section 13.3 below), Base Rent and Additional Rent shall collectively be referred to as “Rent.” All Rent shall be paid by Tenant to Landlord, by ACH to:

Domestic/International Wire Transfer Instructions:

Transit Routing Number: (for domestic use)	[***]
SWIFT Code: (for international use)	[***]
Account Number:	[***]
Bank Administrative Contact:	[***]

ACH Instructions:

Transit Routing Number:	[***]
Account Number:	[***]
Bank Administrative Contact:	ACH Department, 1-800-883-4224

or if paid by check or if sent by overnight courier, to:

5801 Second Street, LLC
c/o BDP Services, LLC
9525 W. Bryn Mawr Avenue, Suite 700
Rosemont, IL 60018

(or such other entity designated as Landlord’s management agent, if any, and if Landlord so appoints such a management agent, the “Agent”), or pursuant to such other directions as Landlord shall designate in this Lease or otherwise in writing.

2.2.4.            Required Payments at Execution. Simultaneously with the execution and delivery of this Lease, Tenant shall deposit with Landlord or Agent an amount equal to the sum of the first monthly installment of Base Rent of [***] payable under this Lease, plus sales tax (if applicable), and the sum designated as the Initial Estimated Additional Rent ([***]), plus sales tax (if applicable), in cash or cash equivalents. Tenant’s deposit of the foregoing items, together with Tenant’s delivery of the Letter of Credit in the amount of $1,560,300.20 shall constitute a condition precedent to the Landlord’s obligations under this Lease.

2.2.5.            Covenants Concerning Rental Payments. Except as otherwise expressly set forth in this Lease, Tenant shall pay the Rent promptly when due, without notice or demand, and without any abatement, deduction or setoff. No payment by Tenant, or receipt or acceptance by Agent or Landlord, of a lesser amount than the correct Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or letter accompanying any payment be deemed an accord or satisfaction, and Agent or Landlord may accept such payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy available to Landlord. If the Commencement Date occurs on a day other than the first day of a calendar month, the Rent due for the first calendar month of the Lease Term shall be prorated on a per diem basis (based on a 365 (366 in leap years) day, 12-month year) and paid to Landlord on the Commencement Date, and the Lease Term will be extended to terminate on the last day of the calendar month in which the Expiration Date occurs.

2.3.            Option Term.

2.3.1.            Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”) and any Permitted Transferee Assignee (defined in Section 8.3 of this Lease) two (2) options to extend the Lease Term for a period of five (5) years each (each, an “Option Term”), which applicable option shall be exercised in accordance with the terms of Section 2.3.3 of this Lease, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of the Interest Notice (defined in Section 2.3.3, below) and the Exercise Notice (defined in Section 2.3.3, below), Tenant is not in default under this Lease; (ii) as of the end of the Lease Term or the initial Option Term, as applicable, Tenant is not in default under this Lease; (iii) Tenant has not previously been in default beyond any applicable notice and cure period under this Lease more than once in any twelve (12) month period; and (iv) the Lease then remains in full force and effect and Original Tenant or a Permitted Transferee Assignee, as the case may be, occupies the entire Premises at the time the applicable option to extend is exercised and as of the commencement of the applicable Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of the applicable option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, or the first Option Term, as applicable, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.3 shall be personal to Original Tenant and a Permitted Transferee Assignee, as the case may be, and may be exercised by Original Tenant or a Permitted Transferee Assignee, as the case may be, only (and not by any other assignee, sublessee or other transferee of Tenant’s interest in this Lease).

2.3.2.            Option Rent. The annual Rent payable by Tenant during the applicable Option Term (the “Option Rent”) shall be equal to the Fair Rental Value (defined below), for the Premises as of the commencement date of the applicable Option Term, provided that in no event (A) shall the base rent component of the Option Rent payable during the first year of the first Option Term be less than 97.5% of the Base Rent payable for the Premises during the last year of the Lease Term, (B) shall the base rent component of the Option Rent payable during the first year of the second Option Term be less than the Base Rent payable for the Premises during the last year of the first Option Term, and (C) shall the base rent component of the Option Rent for both the first Option Term and the second Option Term be escalated by an amount which is less than four percent (4%) on the first anniversary of the commencement date of the applicable Option Term and on each anniversary of such commencement date thereafter (i.e., the base rent component of the Option Rent during the applicable Option Term shall increase by a minimum of four percent (4%) every twelve (12) months occurring during the applicable Option Term). The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the applicable Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, for a comparable lease term, in an arm’s length transaction, which comparable space is located in the Comparable Buildings (defined in this Section 2.3.2, below) (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the Premises; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean Class A industrial buildings located in the Central Los Angeles Industrial Submarket marketplace that are comparable in size and age to the Building.

2.3.3.            Exercise of Option. The option contained in this Section 2.3 shall be exercised by Tenant, if at all, only in the following manner: (i) Tenant shall deliver written notice(the “Interest Notice”) to Landlord not more than twelve (12) months nor less than eleven (11) months prior to the expiration of the initial Lease Term or the first Option Term, as applicable, stating that Tenant is interested in exercising its option; (ii) Landlord, after receipt of the applicable Tenant’s Interest Notice, shall deliver notice (the “Option Rent Notice”) to Tenant not less than ten (10) months prior to the expiration of the initial Lease Term or the first Option Term, as applicable, setting forth the Option Rent; and (iii) if Tenant wishes to exercise such option, whether or not Tenant has delivered the Interest Notice, Tenant shall, on or before the date occurring nine (9) months prior to the expiration of the initial Lease Term or the first Option Term, as applicable, irrevocably exercise the option by delivering written notice (the “Exercise Notice”) thereof to Landlord, and in the event that Landlord has delivered the Option Rent Notice because Tenant had delivered an Interest Notice, then, upon, and concurrent with, such exercise, Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice. If Tenant objects to the Option Rent contained in the Option Rent Notice, then the parties shall follow the procedure, and the Option Rent shall be determined, as set forth in Section 2.3.4, below. If Tenant elects not to deliver the Interest Notice, but delivers the Exercise Notice, then the parties shall follow the procedure, and the Option Rent shall be determined, as set forth in Section 2.3.4 below. Time is of the essence with respect to the delivery of Tenant’s Interest Notice and the Exercise Notice.

2.3.4.            Determination of Option Rent. In the event Tenant timely and appropriately objects to the Option Rent set forth in the Option Rent Notice, or, in the event that Tenant failed to deliver the Interest Notice but timely delivered the Exercise Notice, then Landlord and Tenant shall attempt to agree upon the Option Rent using their commercially reasonable good-faith efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant’s delivery of the Exercise Notice (the “Outside Agreement Date”), then each party shall make a separate determination of the Option Rent, as the case may be, within five (5) days, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.4.1 through 2.3.4.7, below.

2.3.4.1.            Landlord and Tenant shall each appoint one arbitrator who shall be, at the option of the appointing party, a real estate broker who shall have been active over the five (5) year period ending on the date of such appointment in the leasing or appraisal, as the case may be, of commercial industrial properties in the Central Los Angeles Industrial Submarket marketplace, California. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent, taking into account the requirements of Section 2.3.2 of this Lease, as determined by the arbitrators. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed “Advocate Arbitrators.”

2.3.4.2.            The two (2) Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) business days of the date of the appointment of the last appointed Advocate Arbitrator to agree upon and appoint a third arbitrator (“Neutral Arbitrator”) who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators, except that neither Landlord or Tenant or either parties’ Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’s counsel.

2.3.4.3.            The three arbitrators shall, within thirty (30) days of the appointment of the Neutral Arbitrator, reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent, and shall notify Landlord and Tenant thereof.

2.3.4.4.            The decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant.

2.3.4.5.            If either Landlord or Tenant fails to appoint an Advocate Arbitrator within fifteen (15) days after the Outside Agreement Date, then either party may petition the presiding judge of the Superior Court of Los Angeles County to appoint such Advocate Arbitrator subject to the criteria in Section 2.3.3.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Advocate Arbitrator.

2.3.4.6.            If the two (2) Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding judge of the Superior Court of Los Angeles County to appoint the Neutral Arbitrator, subject to criteria in Section 2.3.3.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator.

2.3.4.7.            The cost of the arbitration shall be paid by Landlord and Tenant equally.

2.3.4.8.            If the Option Rent for the applicable Option Term shall not have been determined pursuant to the terms hereof prior to the commencement of the applicable Option Term, Tenant shall be required to pay the Option Rent provided by Landlord as part of the arbitration proceeding, provided that such proposed Option Rent is not more than 150% of the Base Rent payable during the last month of the Lease Term. If the proposed Option Rent is more than 150% of the Base Rent payable during the last month of the Lease Term, then until the Option Rent is determined Tenant shall pay to Landlord an amount equal to 150% of the Base Rent payable during the last month of the Lease Term. Upon the final determination of the Option Rent, the payments made by Tenant shall be reconciled with the actual amounts of Option Rent due, and the appropriate party shall make any corresponding payment to the other party.

3.            OPERATING EXPENSES.

3.1.           Definitional Terms Relating to Additional Rent. For purposes of this Section and other relevant provisions of the Lease:

3.1.1.            Operating Expenses. The term “Operating Expenses” shall mean all costs and expenses paid or incurred with respect to, or in connection with, the ownership, repair, replacement, restoration, maintenance and operation of the Premises all as determined in accordance with sound real estate management and accounting practices consistently applied. Operating Expenses may include, but are not limited to, any or all of the following: (i) services provided directly by employees of Landlord or Agent in connection with the operation, maintenance or rendition of other services to or for the Premises; (ii) the costs that Landlord incurs to procure and maintain the insurance coverages that are described in Section 10.1 below, and the amount of any deductible(s) if and to the extent a loss(es) is incurred in connection with the Premises and the applicable insurer(s) applies the deductible before making payment of any available insurance proceeds; (iii) management fees to Landlord or Agent or other persons or management entities actually involved in the management and operation of the Premises, provided that such management fees shall not be in excess of two percent (2%) of the gross Rent payable hereunder, (iv) any capital improvements made by, or on behalf of, Landlord to the Premises that are: (a) intended to reduce Operating Expenses (but only to the extent of the anticipated savings in Operating Expenses); or (b) reasonably deemed necessary by Landlord to maintain the applicable portions of the Premises required to be maintained by Landlord under this Lease (including, without limitation, the Landlord Repair Items) in first-class condition; or (c) required to keep the Premises in compliance with all governmental laws, rules and regulations applicable thereto, from time to time, except for capital expenditures to remedy a condition existing prior to the Commencement Date which an applicable governmental authority, if it had knowledge of such condition prior to the Commencement Date, would have then required to be remedied pursuant to then-current governmental laws or regulations in their form existing as of the Commencement Date and pursuant to the then-current interpretation of such governmental laws or regulations by the applicable governmental authority as of the Commencement Date; or (d) referenced in Sections 9.2.1 and 13.5 of this Lease; or (e) referenced in sub-section xiv, below, and in the case of any or all of (a) through (e), the cost of such capital improvements shall be reasonably amortized by Landlord over the useful life of the improvement, in accordance with generally accepted accounting principles (collectively, the “Qualifying Capital Improvements”); (v) all professional fees incurred in connection with the operation, management and maintenance of the Premises (without duplication of the property management fee referenced in subsection iii); (vi) Taxes, (defined in Section 3.1.2, below); and (vii) dues, fees or other costs and expenses, of any nature, due and payable to any association or comparable entity to which Landlord, as owner of the Premises, is a member or otherwise belongs and that governs or controls any aspect of the ownership and operation of the Premises; (viii) any real estate taxes and common area maintenance expenses levied against, or attributable to, the Premises under any declaration of covenants, conditions and restrictions, reciprocal easement agreement or comparable arrangement that encumbers and benefits the Premises and other real property (e.g., a business park); (ix) the cost of all supplies, tools, materials and equipment utilized in the ownership and operation of the Premises, and any applicable sales and other taxes thereon; (x) amounts charged by any or all of contractors, materialmen and suppliers for services, materials and supplies furnished by Landlord in connection with any or all of the operation, repair and maintenance of any part of the Premises (together with a reasonable overhead and administrative fee to Landlord included as part of the management fee set forth in subsection (iii) of this Section 3.1.1), including, without limitation, the structural elements of the Premises, (xi) the cost of any utilities, to the extent not paid (or required to be paid) by Tenant pursuant to the terms of this Lease, (xii) expenses associated with the maintenance and repair of the roof (including roof membrane and skylights) and the roof drainage system of the Building, (xiii) all costs to comply with applicable Laws, including, without limitation, all requirements and obligations that may be imposed on the Park by the South Coast Air Quality Management District as they relate to, or are part of, then-current sustainability guidelines or mandates; (xiv) carbon offset costs and other commercially reasonable expenditures, including but not limited to capital expenditures, that are customarily included in operating expenses passed through to tenants by owners of industrial properties similar to the Premises in the submarket where the Premises are located, and which Landlord reasonably believes will (1) reduce the Building’s consumption of electricity, oil, natural gas, steam, water or other utilities, (2) allow the Building to utilize renewable energy sources, (3) reduce greenhouse gas emissions and/or (4) improve operational efficiency and sustainability, provided that to the extent any such costs are capital expenditures, then any such capital expenditures shall be reasonably amortized by Landlord over the useful life of the applicable capital expenditure in accordance with generally accepted accounting principles; (xv) the cost of operating, maintaining, repairing, replacing, renovating and managing the utility systems, electrical systems, mechanical systems, sanitary and storm drainage systems; (xvi) the cost of landscaping; and (xvii) the cost of parking area repair, restoration and maintenance, including, but not limited to, resurfacing, repainting, restriping, and cleaning.

3.1.1.1.            Landlord and Tenant acknowledge that, except as otherwise expressly provided to the contrary in this Lease, it is the intent and agreement of Landlord and Tenant that this Lease be a “net” lease and that, as such, the provisions contained in this Lease are intended to pass through to Tenant, or reimburse Landlord for, all costs and expenses associated with this Lease, and the ownership and operation of the Premises and the Park, including, without limitation, all costs and expenses in connection with the ownership, management, maintenance, security, repair, replacement, restoration or operation thereof. To the extent such costs and expenses payable by Tenant cannot be charged directly to, and paid by, Tenant, such costs and expenses shall be paid be Landlord, but reimbursed by Tenant as Additional Rent and as provided in this Lease.

3.1.1.2.            Notwithstanding anything in this Lease to the contrary, the following shall be excluded from Operating Expenses (and Taxes, as applicable):

(1)            except as otherwise expressly set forth above in Section 3.1.1, interest, points, fees and principal payments on any mortgages encumbering the Premises and/or Park, and other debt costs, if any;

(2)            ground lease rental and/or other ground lease payments;

(3)            costs of leasing commissions, attorneys’ fees and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants or other occupants of the Park;

(4)            the cost of repairs or replacements incurred by reason of fire or other casualty, or condemnation, to the extent Landlord actually receives proceeds of property and casualty insurance policies or condemnation awards and the cost of any items to the extent to which such cost is reimbursed to Landlord by tenants of the Project (other than as a reimbursement of operating expenses), or other third parties, or is covered by a warranty to the extent of reimbursement for such coverage;

(5)            interest, fines or penalties for late payment or violations of applicable Laws by Landlord, except to the extent incurring such expense is either (1) a reasonable business expense under the circumstances, or (2) caused by a corresponding late payment or violation of an applicable Law by Tenant, in which event Tenant shall be responsible for the full amount of such expense;

(6)            costs arising from Landlord’s charitable or political contributions;

(7)            costs of additions, alterations, repairs or improvements, equipment replacement and all other items which under generally accepted accounting principles, consistently applied are properly classified as capital expenditures, except for (i) the Qualified Capital Improvements pursuant to Section 3.1.1 above, (ii) subsection (xiv) of Section 3.1.1 and/or (iii) as set forth in clause (15) below;

(8)            costs of cleanup, removal and/or remediation of any Hazardous Materials in, on or under the Premises required to comply with applicable Laws that are (A) incurred as a result of (1) the introduction by Landlord of any such Hazardous Materials in, on or under the Premises in violation of applicable Laws in effect at the time of such introduction, or (2) as a result of the presence of Hazardous Materials in, on, or under the Premises as of the Effective Date, to the extent such Hazardous Materials are in violation of applicable Laws in effect as of such date; provided, however, that the provisions of this sub-item (8) shall not preclude the inclusion of costs with respect to materials (whether existing at the Premises as of the date of this Lease or subsequently introduced to the Premises) which are not, as of the date of this Lease (or as of the date of introduction), deemed to be Hazardous Materials under applicable Laws but which are subsequently deemed to be Hazardous Materials under applicable laws (it being understood and agreed that Tenant shall nonetheless be responsible under this Lease for all costs of remediation and removal of Hazardous Materials to the extent caused by Tenant of any of the Tenant Parties);

(9)            costs necessitated by the gross negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors;

(10)            the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Premises or Park unless such wages and benefits are prorated to reflect time spent on operating and managing the Premises or Park vis-à-vis time spent on matters unrelated to operating and managing the Premises or Park;

(11)            nonrecurring costs for the repair or replacement of any structural portion of the Building made necessary as a result of defects in the original design, workmanship or materials;

(12)            costs (including, without limitation, fines, penalties, interest, and costs of repairs, replacements, alterations and/or improvements) incurred in bringing the Premises or Park into compliance with applicable Laws in effect as of the Effective Date and as interpreted by applicable governmental authorities as of such date, including, without limitation, any costs to correct building code violations pertaining to the initial design or construction of the Building or any other improvements to the Park, to the extent such violations exist as of the Effective Date under any applicable building codes in effect and as interpreted by applicable governmental authorities as of such date; provided that the foregoing shall not be applicable to the extent the need for such repairs, replacements, alterations and/or improvements is caused by Tenant or the Tenant Parties (in which case Tenant shall nonetheless be responsible for such costs in accordance with Section 13.1 of this Lease), provided, however, that the provisions of this sub-item (12) shall not preclude the inclusion of costs of compliance with applicable Laws enacted prior to the Effective Date if such compliance is required for the first time by reason of any amendment, modification or reinterpretation of an applicable Law which is imposed after the Effective Date;

(13)            costs incurred in connection with the construction of the Base Building Work;

(14)            advertising and promotional expenditures and any other marketing expense incurred in connection with the leasing of space in the Park (including new leases, lease amendments, lease terminations and lease renewals);

(15)            depreciation and amortization, except as expressly provided above in this Section 3.1.1, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, and when depreciation or amortization is permitted or required, the item shall be amortized over its useful life in the manner described in Section 3.1.1 above;

(16)            reserves for bad debts;

(17)            wages, salaries and other compensation paid to personnel above the grade of property manager (or employees with equivalent responsibilities regardless of job title);

(18)            costs of Landlord’s earthquake insurance premiums in excess of those generally being charged to institutional owners of other Comparable Buildings, provided that the foregoing shall not be applicable in the event that Landlord’s lender requires Landlord to obtain earthquake insurance premiums that are not consistent with the terms of this item (18);

(19)            the costs of any services that Tenant is obligated to obtain and pay for pursuant to the terms of this Lease; and

(20)            costs associated with the operation of the business of the entity which constitutes Landlord, as the same are distinguished from the costs of operation of the Premises.

3.1.2.            Taxes. The term “Taxes,” shall mean (i) all governmental taxes, assessments, fees and charges of every kind or nature (other than Landlord’s income taxes), whether general, special, ordinary or extraordinary, due at any time or from time to time, during the Lease Term and any extensions thereof, in connection with the ownership, leasing, or operation of the Premises, or of the personal property and equipment located therein or used in connection therewith, including any taxes imposed on the Premises in connection with the Premises being a part of a community facilities district, if applicable; (ii) any reasonable expenses incurred by Landlord in reviewing and contesting either or both of (x) such taxes or assessments and (y) the assessed value of the Premises; and (iii) sewer and water rents, rates and charges and other governmental levies, impositions or charges, whether general, special, ordinary, extraordinary, foreseen or unforeseen (including, but not limited to, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent), that are assessed, levied or imposed upon all or any part of the Premises. Taxes shall include, without limitation: (a) Any tax on the rent, right to rent or other income from the Premises, or any portion thereof, or as against the business of leasing the Premises, or any portion thereof; (b) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election (“Proposition 13”) and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Taxes shall also include any governmental or private assessments or the Park’s contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (c) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and (d) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises. For purposes hereof, Tenant shall be responsible for the payment of all Taxes that are due and payable at any time during the Lease Term, at the same time and in the same manner as payment of all other Operating Expenses, regardless of when such Taxes may have accrued (it being understood that Tenant shall be responsible for Taxes on a so-called “cash” basis, as opposed to a so-called “accrual” basis); provided that, for the avoidance of doubt, Tenant shall not be required to pay for Taxes applicable to any period of time before commencement or after expiration of the Lease Term, unless the same is payable pursuant to the terms of Section 20 of this Lease. Such obligation shall survive the termination or expiration of this Lease. If Landlord so elects, by delivery of written notice to Tenant at any time during the Lease Term, Tenant shall pay the Taxes directly to the taxing authority(ies), rather than to Landlord for payment to the taxing authority(ies), whereupon Tenant shall be required to pay all Taxes prior to the date on which they become delinquent and Tenant shall deliver to Landlord, promptly after Tenant’s payment of same, reasonable evidence of such payments.

Notwithstanding anything to the contrary set forth herein, there shall be excluded from Taxes (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project), (ii) any items included as Operating Expenses, (iii) any taxes paid by Tenant on Tenant’s personal property, and (iv) tax penalties incurred as a result of Landlord’s failure to make payments and/or to file any tax or informational returns when due.

3.1.3.            Right to Contest Taxes. If Landlord elects not to contest the Taxes assessed during any Operating Year, then Tenant, by delivery of written notice to Landlord within thirty (30) days after Tenant’s receipt of the applicable Statement (defined in Section 3.4, below), may require Landlord to contest such Taxes if, and only if, Landlord determines, in its commercially reasonable and good faith discretion, that a reduction in Taxes is likely to result therefrom and solely to the extent Landlord is legally permitted to contest such Taxes. If Tenant timely and properly requires Landlord to contest Taxes as provided in the immediately preceding sentence and the total costs incurred by Landlord in pursuing such contest exceed the savings in Taxes resulting from such contest (such excess, the “Excess Tax Contest Costs”), then Tenant shall pay to Landlord the Excess Tax Context Costs within thirty (30) days after Landlord’s delivery to Tenant of an invoice therefor, together with reasonable supporting documentation. Any costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees, but excluding the Excess Tax Contest Costs) incurred by Landlord in attempting to protest, reduce or minimize Taxes shall be included in Taxes in the Operating Year such expenses are paid. If Landlord receives a refund of Taxes for any Operating Year, Landlord shall credit against subsequent payments of Rent due hereunder, an amount equal to Tenant’s payment of such Taxes, net of any expenses incurred by Landlord in achieving such refund, which amount shall not exceed the amount of Taxes paid by Tenant for such Operating Year (provided, that, any tax refunds obtained by Landlord more than one (1) year after the expiration or earlier termination of this Lease shall not be deducted from Taxes, but rather shall be the sole property of Landlord, provided, that, in such event, Tenant shall not be liable to Landlord for the Excess Tax Contest Costs, pertaining thereto).

3.1.4.            Operating Year. The term “Operating Year” shall mean the calendar year commencing January 1st of each year (including the calendar year within which the Commencement Date occurs) during the Lease Term.

3.2.            Payment of Operating Expenses. Tenant shall pay, as Additional Rent and in accordance with the requirements set forth herein, the Operating Expenses. Additional Rent commences to accrue effective as of the Commencement Date. The Operating Expenses payable hereunder for the Operating Years in which the Lease Term begins and ends shall be prorated to correspond to that portion of said Operating Years occurring within the Lease Term. Operating Expenses and any other sums due and payable under this Lease shall be adjusted upon receipt of the actual bills therefore, and the obligations of this Section 3 shall survive the termination or expiration of the Lease.

3.3.            Payment of Additional Rent. Landlord shall have the right to reasonably estimate the Operating Expenses for each Operating Year. Upon Landlord’s or Agent’s notice to Tenant of such estimated amount, Tenant shall pay, on the first day of each month during that Operating Year, an amount (the “Estimated Additional Rent”) equal to the estimate of Operating Expenses divided by 12 (or the fractional portion of the Operating Year remaining at the time Landlord delivers its notice of the estimated amounts due from Tenant for that Operating Year). If the aggregate amount of Estimated Additional Rent actually paid by Tenant during any Operating Year is less than Tenant’s actual ultimate liability for Operating Expenses for that particular Operating Year, Tenant shall pay the deficiency within thirty (30) days of Landlord’s written demand therefor. If the aggregate amount of Estimated Additional Rent actually paid by Tenant during a given Operating Year exceeds Tenant’s actual liability for such Operating Year (“Excess Additional Rent”), the Excess Additional Rent shall be credited against the Estimated Additional Rent next due from Tenant after Landlord’s determination that Excess Additional Rent has been paid by Tenant; provided, however, in the event that Tenant pays Excess Additional Rent during the final Lease Year, then upon the expiration of the Lease Term, and determination, by Landlord, of the actual amount of Excess Additional Rent, Landlord or Agent shall pay Tenant the then-applicable Excess Additional Rent.

3.4.            Auditing of Operating Expenses. As soon as is reasonably practical after each Operating Year, Landlord shall provide Tenant with a statement (a “Statement”) prepared on a line-item by line-item basis as to general categories, setting forth Tenant’s actual ultimate liability for Operating Expenses for the subject Operating Year, which Landlord shall use commercially reasonable efforts to provide on or before June 1^st of the subsequent Operating Year. If Tenant disputes the amount set forth in a given Statement, Tenant shall have the right, at Tenant’s sole expense, to cause Landlord’s books and records with respect to the particular Operating Year that is the subject of that particular Statement to be audited (the “Audit”) by a certified public accountant mutually acceptable to Landlord and Tenant (the “Accountant”), provided Tenant (i) has not defaulted under this Lease and failed to cure such default on a timely basis, and (ii) delivers written notice (an “Audit Notice”) to Landlord on or prior to the date that is ninety (90) days after Landlord delivers the Statement in question to Tenant (such 90-day period, the “Response Period”). If Tenant fails to timely deliver an Audit Notice with respect to a given Statement, then Tenant’s right to undertake an Audit with respect to that Statement and the Operating Year to which that particular Statement relates shall automatically and irrevocably be waived. Any Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, (except with respect to fraud) at the end of the applicable Response Period, unless prior thereto, Tenant timely delivers an Audit Notice with respect to the then-applicable Statement. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within sixty (60) days after the Audit Notice is delivered to Landlord, and the Audit must be completed within thirty (30) days of the date on which it is begun. If Tenant fails, for any reason, to commence and complete the Audit within such periods, the Statement that Tenant elected to Audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct (except with respect to fraud). The Audit shall take place at the offices of Landlord where its books and records are located, at a mutually convenient time during Landlord’s regular business hours. Before conducting the Audit, Tenant must pay the full amount of Operating Expenses billed under the Statement then in question. Tenant hereby covenants and agrees that the Accountant engaged by Tenant to conduct the Audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. If an Audit is conducted in a timely manner, such Audit shall be deemed final and binding upon Landlord and Tenant and shall, as between the parties, be conclusively deemed correct. If the results of the Audit reveal that the Tenant’s ultimate liability for Operating Expenses does not equal the aggregate amount of Estimated Additional Rent actually paid by Tenant to Landlord during the Operating Year that is the subject of the Audit, the appropriate adjustment shall be made between Landlord and Tenant, and any payment required to be made by Landlord or Tenant to the other shall be made within thirty (30) days after the Accountant’s determination. If such audit discloses an overstatement of Operating Expenses in excess of five percent (5%) for such Operating Year, Landlord shall reimburse Tenant for the reasonable cost of the audit; otherwise the cost of the audit shall be borne by Tenant. In no event shall this Lease be terminable nor shall Landlord be liable for damages (other than with respect to Landlord’s obligation to reimburse Tenant in accordance with this Section 3.4) based upon any disagreement regarding an adjustment of Operating Expenses. In connection with any inspection and/or Audit conducted by Tenant pursuant to this Section 3.4, Tenant agrees to keep, and to cause all of Tenant’s employees and consultants and the Accountant to keep, all of Landlord’s books and records and the Audit, and all information pertaining thereto and the results thereof, strictly confidential (except if required by any court to disclose such information or if such information is available from an inspection of public records), and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits. The foregoing provisions concerning a potential Audit are personal to Tenant named in this Lease and shall not run with this Lease or for the benefit of any assignee or sublessee (whether permitted or not).

4.            USE OF PREMISES; SIGNAGE; PARKING; LETTER OF CREDIT.

4.1.            Use of Premises. The Premises shall be used by the Tenant for the Permitted Use and for no other purpose whatsoever. Landlord makes no representation that the Permitted Use is compliant with Laws (as defined below), nor that the Premises has utility services providing a capacity that Tenant shall deem suitable and appropriate for its business operations. Tenant acknowledges it is solely responsible for verifying the Permitted Use is, in fact, permitted, and for the procurement (at Tenant’s expense) of any and all permits, licenses, or variances necessary to conduct its business in and at the Premises, and that Tenant is satisfied with the capacities available through the utility services available at and to the Premises. Tenant shall not, at any time, use or occupy, or suffer or permit anyone to use or occupy, the Premises, or do or permit anything to be done in the Premises, in any manner that may (a) violate any “Certificate of Occupancy” (or comparable permit or license) for the Premises; (b) cause, or be liable to cause, injury to, or in any way impair the value or proper utilization of, all or any portion of the Premises or any equipment, facilities or systems therein; (c) constitute a violation of the requirements of any Laws, the requirements of insurance bodies or the rules and regulations of the Premises, including, but not limited to, any Easements (defined in Section 13.1.1, below); (d) exceed the load bearing capacity of the floor of the Premises; or (e) impair the character, reputation or appearance of the Premises. Additionally, the Premises will not be used for (a) an auction, “fire sale”, “liquidation sale”, “going out of business sale” or any similar such sale or activity or (b) lodging or sleeping.

4.2.            Signage. Tenant may place its standard graphics and signage at the entrance to the Premises, on any monument sign(s) serving the Premises, in the location(s) on the exterior of the Building, which location(s) on the exterior of the Building shall be subject to Landlord’s reasonable approval, and on directional signage (collectively, “Tenant’s Signage”), at Tenant’s sole cost and expense, subject to applicable Laws, Easements, and subject to Landlord’s approval of the plans and specifications related thereto which shall not be unreasonably delayed, conditioned or denied. Upon surrender or vacation of the Premises, Tenant shall, at its expense, remove all of Tenant’s Signage and repair, paint, and/or replace the Building fascia surface to which such Tenant’s Signage are attached. Tenant shall obtain all applicable governmental permits and approvals required for Tenant’s Signage. Tenant shall, at its sole cost and expense, maintain Tenant’s Signage. Tenant’s Signage rights under this Section 4.2 shall be personal to the Original Tenant and a Permitted Transferee Assignee, as the case may be, and may only be exercised by Original Tenant or a Permitted Transferee Assignee, as the case may be, as long as the Original Tenant or a Permitted Transferee Assignee, as the case may be, occupies the entirety of the Premises. Landlord shall have the right to place signage on certain areas of the Park as reasonably determined by Landlord identifying Landlord, Landlord’s affiliates, and during the last twelve (12) months of the Lease Term, the availability of the Premises for lease.

4.3.            Parking. Subject to the terms of this Section 4.3, throughout the Lease Term, at no additional cost to Tenant, subject to Landlord’s right of entry under this Lease, Tenant shall have the exclusive use of all of the parking spaces at and on the Premises, including but not limited car parking stalls, box truck stalls, and loading docks (such areas shall collectively be referred to herein as the “Parking Areas”). Tenant’s insurance and indemnity obligations set forth in this Lease shall apply to the Parking Areas. Landlord shall not be responsible for any loss or damage to any vehicle or other property or for any injury to any person. Tenant shall comply with all Rules and Regulations with respect to use of the Parking Areas.

4.4.            Letter of Credit.

4.4.1.            Delivery of Letter of Credit. Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an unconditional, clean, irrevocable letter of credit (the “L-C”) in the Letter of Credit amount set forth in Section 1.9 of this Lease (the “L-C Amount”), which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a Los Angeles, California office which will negotiate a letter of credit, accepts draws electronically and by facsimile, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service or Moody’s Professional Rating Service) (collectively, the “Bank’s Credit Rating Threshold”), and which L-C shall be in the form attached hereto as Exhibit H. Landlord hereby approves JP Morgan Chase Bank N.A. as an acceptable Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the “L-C Expiration Date”) that is no less than one hundred twenty (120) days after the expiration of the Lease Term, and, if the L-C does not have automatic renewal provisions, Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) Tenant defaults under this Lease beyond any applicable notice and/or cure periods (provided, however, that Landlord shall not be required to send a notice of default and may immediately draw on the L-C in the event any of the following events (B) through (D) occurs or Landlord is otherwise prohibited from sending such notice pursuant to the Bankruptcy Bode or other applicable Law), or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State Laws, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Section 4.4 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 4.4.1 above), in the amount of the applicable L-C Amount, within twenty (20) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Section 4.4, and, within twenty (20) business days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Section 4.4. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 4.4.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to either (1) declare Tenant to have committed a default under this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid twenty (20) business day period), or (2) immediately draw upon the entire Letter of Credit. Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including, without limitation, Landlord’s reasonable attorneys’ fees, not to exceed $2,500.00), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in this Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the attorney’s fees incurred by Landlord, not to exceed $2,500.00, in connection with such determination shall be payable by Tenant to Landlord within ten (10) business days of billing.

4.4.2.            Application of L-C. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L-C upon the occurrence of any L-C Draw Event. In the event of any L-C Draw Event, Landlord may, but without obligation to do so, and without notice to Tenant (except in connection with an L-C Draw Event under Section 4.4.1(H) above), draw upon the L-C, in part or in whole, to cure any such L-C Draw Event and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach of this Lease or a default under this Lease or other L-C Draw Event and/or to compensate Landlord for any and all damages arising out of, or incurred in connection with, the termination of this Lease, including, without limitation, those specifically identified in Section 1951.2 of the California Civil Code. The use, application or retention of the L-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable Laws, it being intended that Landlord shall not first be required to proceed against the L-C, and such L-C shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L-C, either prior to or following a “draw” by Landlord of any portion of the L-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L-C. No condition or term of this Lease shall be deemed to render the L-C conditional to justify the issuer of the L-C in failing to honor a drawing upon such L-C in a timely manner. Tenant agrees and acknowledges that (i) the L-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, Tenant is placed into receivership or conservatorship, and/or there is an event of a receivership, conservatorship or a bankruptcy filing by, or on behalf of, Tenant, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

4.4.3.            L-C Amount; Maintenance of L-C by Tenant; Liquidated Damages. If, as a result of any drawing by Landlord of all or any portion of the L-C, the amount of the L-C shall be less than the L-C Amount, Tenant shall, within ten (10) business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency, and any such additional letter(s) of credit shall comply with all of the provisions of this Section 4.4, and if Tenant fails to comply with the foregoing, the same shall be subject to the terms of Section 4.4.3 below. Tenant further covenants and warrants that it will neither assign nor encumber the L-C or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the L-C expires earlier than the L-C Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than sixty (60) days prior to the expiration of the L-C), which shall be irrevocable and automatically renewable as above provided through the L-C Expiration Date upon the same terms as the expiring L-C or such other terms as may be acceptable to Landlord in its sole discretion. However, if the L-C is not timely renewed, or if Tenant fails to maintain the L-C in the amount and in accordance with the terms set forth in this Section 4.4, Landlord shall have the right to either (x) present the L-C to the Bank in accordance with the terms of this Section 4.4, and the proceeds of the L-C may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or any default under this Lease, or (y) pursue its remedy under Section 4.4.3 below. In the event Landlord elects to exercise its rights under the foregoing item (x), (I) any unused proceeds shall constitute the property of Landlord (and not Tenant’s property or, in the event of a receivership, conservatorship, or a bankruptcy filing by, or on behalf of, Tenant, property of such receivership, conservatorship or Tenant’s bankruptcy estate) and need not be segregated from Landlord’s other assets, and (II) Landlord agrees to pay to Tenant within thirty (30) days after the L-C Expiration Date the amount of any proceeds of the L-C received by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or any default under this Lease; provided, however, that if prior to the L-C Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused L-C proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed. Notwithstanding anything to the contrary herein, if the L-C has automatic one-year renewal provisions and a final termination date not sooner than the L-C Expiration Date, Tenant shall not be obligated to deliver Landlord renewal certificates or a replacement L-C unless the Bank notifies Landlord not less than sixty (60) days next preceding the then expiration date of the L-C, that it shall not renew such L-C.

4.4.4.            Transfer and Encumbrance. The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith; provided that, Landlord shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall reimburse Landlord within ten (10) business days after Tenant’s receipt of an invoice from Landlord therefor.

4.4.5.            L-C Not a Security Deposit. Landlord and Tenant (1) acknowledge and agree that in no event or circumstance shall the L-C or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any Laws applicable to security deposits in the commercial context, including, but not limited to, Section 1950.7 of the California Civil Code, as such Section now exists or as it may be hereafter amended or succeeded (the “Security Deposit Laws”), (2) acknowledge and agree that the L-C (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (3) waive any and all rights, duties and obligations that any such party may now, or in the future will, have relating to or arising from the Security Deposit Laws. Tenant hereby irrevocably waives and relinquishes the provisions of Section 1950.7 of the California Civil Code and any successor statute, and all other provisions of law, now or hereafter in effect, which (x) establish the time frame by which a landlord must refund a security deposit under a lease, and/or (y) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises, it being agreed that Landlord may, in addition, claim those sums specified in this Section 4.4 and/or those sums reasonably necessary to (a) compensate Landlord for any loss or damage caused by Tenant’s breach of this Lease, including any damages Landlord suffers following termination of this Lease, and/or (b) compensate Landlord for any and all damages arising out of, or incurred in connection with, the termination of this Lease, including, without limitation, those specifically identified in Section 1951.2 of the California Civil Code.

4.4.6.            Non-Interference By Tenant. Tenant agrees not to interfere in any way with any payment to Landlord of the proceeds of the L-C, either prior to or following a “draw” by Landlord of all or any portion of the L-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw down all or any portion of the L-C. No condition or term of this Lease shall be deemed to render the L-C conditional and thereby afford the Bank a justification for failing to honor a drawing upon such L-C in a timely manner. Tenant shall not request or instruct the Bank of any L-C to refrain from paying sight draft(s) drawn under such L-C.

4.4.7.            Waiver of Certain Relief. Tenant unconditionally and irrevocably waives (and as an independent covenant hereunder, covenants not to assert) any right to claim or obtain any of the following relief in connection with the L-C:

(i)            A temporary restraining order, temporary injunction, permanent injunction, or other order that would prevent, restrain or restrict the presentment of sight drafts drawn under any L-C or the Bank’s honoring or payment of sight draft(s); or

(ii)            Any attachment, garnishment, or levy in any manner upon either the proceeds of any L-C or the obligations of the Bank (either before or after the presentment to the Bank of sight drafts drawn under such L-C) based on any theory whatever.

4.4.8.            Remedy for Improper Drafts. Tenant’s sole remedy in connection with the improper presentment or payment of sight drafts drawn under any L-C shall be the right to obtain from Landlord a refund of the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate, and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Tenant increases the amount of such L-C to the amount (if any) then required under the applicable provisions of this Lease. Tenant acknowledges that the presentment of sight drafts drawn under any L-C, or the Bank’s payment of sight drafts drawn under such L-C, could not under any circumstances cause Tenant injury that could not be remedied by an award of money damages, and that the recovery of money damages would be an adequate remedy therefor. In the event Tenant shall be entitled to a refund as aforesaid and Landlord shall fail to make such payment within ten (10) business days after demand, Tenant shall have the right to deduct the amount thereof together with interest thereon at the Default Rate from the next installment(s) of Base Rent.

4.4.9.            Extraordinary Circumstances. Notwithstanding anything to the contrary in this Section 4.4, in the event that Tenant is required to replace the L-C pursuant to the terms hereof as a result of the issuing Bank failing to comply with the Bank’s Credit Rating Threshold or as the result of the issuing Bank being placed into receivership, and Tenant demonstrates to Landlord that Tenant is reasonably unable to obtain a substitute L-C from a different issuing Bank reasonably acceptable to Landlord and that complies in all respects with the requirements of this Section 4.4 within the time period(s) required herein, Tenant may deposit with Landlord cash in the L-C Amount (the “Interim Cash Deposit”) on or before the expiration of the time period(s) set forth in this Section 4.4. Notwithstanding any Interim Cash Deposit, Tenant shall use commercially reasonable, diligent efforts to obtain a replacement L-C as soon as possible. Landlord shall within thirty (30) days following Tenant depositing a replacement L-C with Landlord return the Interim Cash Deposit, less any amounts applied pursuant to this Section 4.4.9. During any period that Landlord remains in possession of the Interim Cash Deposit (any such period, a “Deposit Period”), it is understood by the parties that such Interim Cash Deposit shall be held by Landlord as security for the full and faithful performance of Tenant’s covenants and obligations under this Lease. The Interim Cash Deposit shall not constitute an advance of any Rent, an advance payment of any other kind, nor a measure of Landlord’s damages in case of Tenant’s default. If, during any such Deposit Period, Tenant Defaults with respect to any provisions of this Lease, then Landlord may but shall not be required to, from time to time, without notice to Tenant and without waiving any other remedy available to Landlord, use the Interim Cash Deposit, or any portion of it, to the extent necessary to cure or remedy such default or failure or to compensate Landlord for all damages sustained by Landlord or which Landlord reasonably estimates that it will sustain resulting from Tenant’s default or failure to comply fully and timely with its obligations pursuant to this Lease. Tenant shall pay to Landlord within five (5) days of demand any amount so applied in order to restore the Interim Cash Deposit to its original amount, and Tenant’s failure to immediately do so shall constitute a Default under this Lease. In the event Landlord is in possession of the Interim Cash Deposit at the expiration or earlier termination of this Lease, and Tenant is in compliance with the covenants and obligations set forth in this Lease at the time of such expiration or termination, then Landlord shall return to Tenant the Interim Cash Deposit, less any amounts deducted by Landlord to reimburse Landlord for any sums to which Landlord is entitled under the terms of this Lease, within sixty (60) days following both such expiration or termination and Tenant’s vacation and surrender of the Premises. Landlord’s obligations with respect to the Interim Cash Deposit are those of a debtor and not a trustee. Landlord shall not be required to maintain the Interim Cash Deposit separate and apart from Landlord’s general or other funds, and Landlord may commingle the Interim Cash Deposit with any of Landlord’s general or other funds. Tenant shall not at any time be entitled to interest on the Interim Cash Deposit. In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Interim Cash Deposit, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Interim Cash Deposit to a new landlord. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any successor statute.

4.4.10.            Reduction in Letter of Credit. If (i) Tenant has not previously been in Default of the terms of this Lease, more than one (1) time in any rolling twelve (12) month period, and (ii) Tenant is not in default of the terms of this Lease as of the Reduction Date (defined below), then, as of the first day of the twenty-fifth (25^th) full calendar month of the Lease Term (the “Reduction Date”), the required L-C amount shall be reduced to [***]. Following such date Tenant shall have the right to amend the L-C, or provide a replacement L-C, to cause the L-C held by Landlord to be in such reduced amount. Landlord shall reasonably cooperate with Tenant to provide for such amendment or replacement of the L-C.

4.5.           Prohibited Uses. The Premises and Tenant’s occupancy thereof is subject to any existing or future recorded covenant, condition or restriction (“CC&Rs”) now or hereafter encumbering the Premises. Tenant agrees to approve, and subordinate this Lease to, any future CC&Rs, provided that such future CC&Rs do not unreasonably affect Tenant’s rights or increase Tenant’s obligations under this Lease or unreasonably interfere with Tenant’s use of, operations within, or access to the Premises.

5.      CONDITION AND DELIVERY OF PREMISES.

5.1.            Condition of Premises. Tenant agrees that Tenant is familiar with the condition of the Premises, and except as set forth in the Tenant Work Letter, Tenant hereby accepts the Premises on an “AS-IS,” “WHERE-IS” basis, and without any warranty as to the condition thereof. Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when Tenant took possession thereof. Except as otherwise set forth in this Lease, Tenant acknowledges that neither Landlord nor Agent, nor any representative of Landlord, has made any representation or warranty as to the condition of the foregoing or the suitability of the foregoing for Tenant’s intended use. Tenant represents and warrants that Tenant has made its own inspection of the foregoing. Except as expressly set forth in the Tenant Work Letter and in Section 13.2 of this Lease, neither Landlord nor Agent shall be obligated to make any repairs, replacements or improvements (whether structural or otherwise) of any kind or nature to the foregoing in connection with, or in consideration of, this Lease.

5.2.            Delay in Commencement. The Lease Term, as defined in Section 1.5 of this Lease, shall commence on the Commencement Date, as that term is set forth in Section 1.5 of this Lease, and shall terminate on the Expiration Date, as that term is set forth in Section 1.5 of this Lease, unless this Lease is sooner terminated as hereinafter provided. Landlord shall not be liable to Tenant if Landlord fails to deliver possession of the Premises to Tenant on any particular date, and the obligations of Tenant under the Lease shall not be affected thereby.

5.3.            Confirmation of Commencement Date. At any time following the Commencement Date, Landlord shall have the right, but not the obligation, to deliver to Tenant a Confirmation of Commencement Date in substantially the form attached hereto as Exhibit E. If Tenant fails to execute and return (or provide correction to any factual error in) such Confirmation of Commencement Date to Landlord within ten (10) business days of Landlord’s delivery thereof to Tenant, then the form of Confirmation of Commencement Date delivered to Tenant by Landlord shall automatically be deemed correct and approved.

5.4.            Early Access. Subject to the terms of this Section 5.4, Tenant shall have the right to access the Premises for the period commencing as of the date that this Lease is fully executed and delivered by Landlord and Tenant and continuing through the date immediately preceding the Commencement Date (such period being referred to herein as the “Early Access Period”). During the Early Access Period, Tenant shall have the right, at its sole cost and expense and in compliance with all applicable Laws, to install furniture, racking, cabling, security systems, construct the Tenant Improvements in compliance with the terms of the Tenant Work Letter, and generally prepare the Premises for occupancy. Tenant shall not be required to pay Base Rent, Operating Expenses (including Taxes), or any other form of Rent during the Early Access Period, provided that Tenant shall be required to pay for utilities as provided for in this Section 5.4. Tenant agrees that any such entry onto the Premises during the Early Access Period shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease (except as to the covenant to pay Base Rent and Operating Expenses (including Taxes)), and in connection therewith Tenant shall be required to pay for utilities used by Tenant during the Early Access Period pursuant to the terms of this Section 5.4, below. Tenant further agrees that Landlord shall not be liable in any way for any injury or death to any person or persons, loss or damage to any of Tenant’s property on the Premises or loss or damage to property placed thereon prior to the Commencement Date, the same being at Tenant’s sole risk and expense, provided that the foregoing shall not limit Landlord’s liability, if any, pursuant to applicable Law for personal injury and property damage to the extent caused by the gross negligence or willful misconduct of Landlord or its agents. Prior to Tenant or any of the Tenant Parties (defined in Section 9.3.1 below) obtaining access or entry to the Premises, Tenant must first satisfy the Access Conditions (as hereinafter defined). Any such access or performance in the Premises prior to the Commencement Date shall also be subject to (A) Tenant first providing to Landlord the certificates of insurance required under this Lease, (B) Tenant’s payment to Landlord of any amounts (e.g., the payment of the first month Base Rent and the Initial Estimated Additional Rent required under this Lease) required to be paid by Tenant to Landlord simultaneously with the execution and delivery of this Lease, and (C) Tenant’s delivery of the L-C in accordance with the terms of Section 4.4 of this Lease (the conditions described in clauses (A), (B) and (C) are collectively referred to herein as the “Access Conditions”). Tenant shall place all utilities for the Premises into its name prior to the commencement of the Early Access Period or as promptly thereafter as is commercial reasonable; provided, however, that in the event that Tenant is unable to cause the utilities for the Premises to be separately metered or account transferred prior to the commencement of the Early Access Period, then Tenant shall be obligated to pay to Landlord, as Additional Rent, any and all utilities costs that are incurred for the Premises during the entirety Early Access Period. Such payment by Tenant shall be due within ten (10) business days after Landlord’s delivery to Tenant of a billing statement therefor.

5.5.            Corrective Work. Notwithstanding anything in Section 5.1 above to the contrary, if (i) as of the Effective Date, (A) any components of the Base Building Work serving the Premises are not in compliance with the “ADA” (i.e., Title III of the Americans with Disabilities Act of 1990 and the regulations and rules promulgated thereunder, as all of the same may be amended and supplemented from time to time) or other applicable Laws in effect as of such date, and/or (B) any system and equipment components of the Base Building Work which serve the Premises are not in good order, condition and repair, and (ii) Tenant becomes aware thereof and delivers to Landlord written notice (the “Non-Compliance Notice”) of such non-compliance described in clause (A) hereinabove and/or such items not being in such condition described in clause (B) hereinabove (any such non-compliance and/or deficient condition, a “Non-Compliance Condition”) by the date which is twelve (12) months after the Substantial Completion of the Tenant Improvements (the “Non-Compliance Outside Date”), then, provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of Tenant, its contractors, agents, employees or its subtenants and/or assignees, Tenant’s sole remedy, shall be that Landlord shall, at its sole cost and expense (which shall not be included in Operating Expenses), do that which is necessary to correct such non-compliance with applicable Laws and/or bring such items in good order, condition and repair within a reasonable period of time after Landlord’s receipt of the applicable Non-Compliance Notice (any such work by Landlord, “Corrective Work”). If Tenant fails to deliver the Non-Compliance Notice to Landlord with respect to any of the matters described in Section 5.5 hereinabove on or prior to the Non-Compliance Outside Date, then Landlord shall have no obligation to perform the Corrective Work described above in such applicable clause at Landlord’s sole cost and expense. To the extent repairs which Landlord is required to make pursuant to this Section 5.5 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for the reasonable cost of such repair within ten (10) business days following Landlord’s request.

6.      SUBORDINATION; ESTOPPEL CERTIFICATES; ATTORNMENT.

6.1.            Subordination and Attornment. This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Premises and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Premises or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto (collectively, the “Superior Holders”); provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or other encumbrances, shall be the receipt by Tenant of a subordination non-disturbance and attornment agreement in the standard form provided by such Superior Holders, which requires such Superior Holder to accept this Lease, and not to disturb tenant’s possession, so long as an event of default has not occurred and be continuing executed by Landlord and the appropriate Superior Holder. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. The terms of this Section 6.1 shall be self-operative, but Tenant shall, within ten (10) business days of request by Landlord, execute such further commercially reasonable instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases.

Landlord hereby agrees that, following the full execution and unconditional delivery of this Lease by Landlord and Tenant, Landlord shall use commercially reasonable efforts to cause Landlord’s lender that holds a first mortgage or first deed of trust with respect to the Premises to execute a subordination, non-disturbance and attornment agreement in favor of Tenant on such lender’s standard form (provided that failure to obtain any such agreement despite Landlord’s commercially reasonable efforts shall not be a default by Landlord). Any costs or fees incurred in connection with such request shall be paid for by Tenant.

6.2.            Notice to Lienholder or Ground Lessor. Notwithstanding anything to the contrary contained in this Lease, upon receipt by Tenant of notice from any holder of a mortgage, trust deed or other encumbrance in force against the Premises or any lessor under a ground lease or underlying lease of the Premises, or from Landlord, which notice sets forth the address of such lienholder or ground lessor, and which notice specifically advises Tenant that all notices under this Lease, to be effective, must be copied to such lienholder or lessor, no notice from Tenant to Landlord shall be effective unless and until a copy of the same is given to such lienholder or ground lessor at the appropriate address therefor (as specified in the above-described notice or at such other places as may be designated from time to time in a notice to Tenant). For the purposes of this Section 6.1, the term “mortgage” shall include a mortgage on a leasehold interest of Landlord (but not a mortgage on Tenant’s leasehold interest hereunder).

6.3.            Assignment of Rents. With reference to any assignment for security purposes by Landlord of Landlord’s interest in this Lease, or the Rent payable to Landlord hereunder, which assignment is made to any holder of a mortgage, trust deed or other encumbrance in force against the Premises or to any lessor under a ground lease or underlying lease of the Premises, Tenant agrees as follows:

6.3.1.            The execution of any such assignment by Landlord, and the acceptance thereof by such lienholder or ground lessor, shall never be treated as an assumption by such lienholder or ground lessor of any of the obligations of Landlord under this Lease, unless such lienholder or ground lessor shall, by notice to Tenant, specifically otherwise elect.

6.3.2.            Notwithstanding delivery to Tenant of the notice required by Section 6.1.2, above, such lienholder or ground lessor, respectively, shall be treated as having assumed Landlord’s obligations under this Lease only upon such lienholder’s foreclosure of any such mortgage, trust deed or other encumbrance, or acceptance of a deed in lieu thereof, and taking of possession of the Premises, or such ground lessor’s termination of any such ground lease or underlying leases and assumption of Landlord’s position hereunder, as the case may be. In no event shall such lienholder, ground lessor or any other successor to Landlord’s interest in this Lease, as the case may be, be liable for any security deposit paid by Tenant to Landlord, unless and until such lienholder, ground lessor or other such successor, respectively, actually has been credited with or has received for its own account as landlord the amount of such security deposit or any portion thereof (in which event the liability of such lienholder, ground lessor or other such successor, as the case may be, shall be limited to the amount actually credited or received).

6.4.            Estoppel Certificate. Tenant agrees, from time to time and within ten (10) business days after request by Landlord, to deliver to Landlord, or Landlord’s designee, a commercially reasonable estoppel certificate certifying, if true, the following: (i) that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification); (ii) the date to which rent and other charges are paid in advance, if any; (iii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on Landlord’s part hereunder (or specifying such defaults if they are claimed); and (iv) such other factual information as Landlord may reasonably request. Tenant’s failure to deliver such statement within such time shall be conclusive upon the Tenant that the terms of the proposed estoppel are true, this Lease is in full force and effect without modification, except as may be represented by Landlord, and that there are no uncured defaults in Landlord’s performance. Landlord and Tenant intend that any statement delivered pursuant to this Section may be relied upon by Landlord, any prospective purchaser or mortgagee of the Premises or of any interest therein, or any other Landlord designee, and their respective successors and assigns.

6.5.            Transfer by Landlord. In the event of a sale or conveyance by Landlord of the Premises, and the assumption by such successor of all obligations of Landlord under this Lease. the same shall operate to release Landlord from any future liability for any of the covenants or conditions, express or implied, herein contained in favor of Tenant and first arising or accruing after the effective date of Landlord’s transfer of its interest in the Premises, and in such event Tenant agrees to look solely to Landlord’s successor in interest (“Successor Landlord”) with respect thereto and agrees to attorn to such successor.

7.     QUIET ENJOYMENT.

Subject to the provisions of this Lease, so long as Tenant pays all of the Rent and performs all of its other obligations hereunder, Tenant shall not be disturbed in its possession of the Premises by Landlord, Agent or any other person lawfully claiming through or under Landlord; provided, however, in addition to Landlord’s rights under this Lease, Landlord and Landlord’s agents, employees, contractors and representatives shall be provided reasonable access to the Premises such that Landlord and Landlord’s agents, employees, contractors and representatives may perform or satisfy any obligations imposed on Landlord under this Lease without undue interruption, delay or hindrance. This covenant shall be construed as a covenant running with the Premises and is not a personal covenant of Landlord. Tenant shall not unreasonably interrupt, delay, prevent or hinder the performance of any services or work by or on behalf of Landlord.

8.      ASSIGNMENT AND SUBLETTING.

8.1.            In General. Except with respect to Permitted Transfers (as defined below), Tenant shall not (a) assign (whether directly or indirectly), in whole or in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, if Tenant’s equity interests are not traded on a public exchange, by transfer of a controlling interest (i.e. a 51% or greater interest) of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease, or (c) mortgage Tenant’s interest in either or both of the Premises and this Lease or pledge its interest in this Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of Landlord (and Landlord’s lender, if applicable), which consent shall not be unreasonably withheld, conditioned, or delayed. If Tenant desires Landlord’s consent to a proposed transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the material terms of the proposed transfer and the consideration therefor, including calculation of the Transfer Premium (defined below) in connection with such transfer, the name and address of the proposed transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed transfer, including all existing operative documents to be executed to evidence such transfer or the agreements incidental or related to such transfer, and (iv) current financial statements of the proposed transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed transferee, nature of such transferee’s business and proposed use of the Subject Space. In making its determination to provide or withhold its consent, Landlord will take into consideration both the business experience and the financial condition of the surviving entity that shall constitute its tenant after the occurrence of any of (a) through (d) above, and Landlord may impose reasonable conditions precedent to the issuance of its consent (e.g. delivery of a guarantee or other collateral, whether in the form of a security deposit or otherwise). Whether or not Landlord consents to any proposed transfer, Tenant shall pay Landlord’s review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord within thirty (30) days after written request by Landlord, not to exceed $3,500 per request in the ordinary course. Landlord shall respond to Tenant’s request for consent to a Transfer within thirty (30) days of receipt of Tenant’s request, together with any other information reasonably requested by Landlord. If Landlord fails to respond within such thirty (30) day period, Tenant may send a second written request, which request shall include a copy of the Transfer request and shall contain, in bold, capital letters, the following: “THIS NOTICE CONSTITUTES TENANT’S SECOND NOTICE OF ITS REQUEST FOR CONSENT TO A TRANSFER PURSUANT TO SECTION 8.1 OF THE LEASE; LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED LANDLORD’S APPROVAL OF THE REQUESTED TRANSFER.” If Landlord fails to respond to such second notice within five (5) business days of receipt, Tenant’s request for the applicable Transfer shall be deemed approved. In no event shall any assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord (and Landlord’s lender, if applicable) shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord (and Landlord’s lender, if applicable) any and all documentation reasonably required by Landlord (and Landlord’s lender, if applicable) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any termination of this Lease. If this Lease is assigned, or if the Premises (or any part thereof) are sublet or used or occupied by anyone other than Tenant, whether or not in violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of Landlord’s rights), collect Rent from the assignee, subtenant or occupant. In the event of an assignment of this Lease and the payment of consideration from the assignee to the Tenant for such assignment, fifty percent (50%) of such consideration less Transfer Costs (as defined below) shall be paid to Landlord within thirty (30) days of receipt of such funds from the assignee. With respect to the allocable portion of the Premises sublet, in the event that the total rent and any other considerations received under any sublease by Tenant is greater than (on a pro rata and proportionate basis) the total Rent required to be paid, from time to time, under this Lease, Tenant shall pay to Landlord fifty percent (50%) of such excess, after deduction of Transfer Costs (on an amortized basis over the term of the applicable sublease), within thirty (30) days of when received from any subtenant, and such amount shall be deemed a component of the Additional Rent. The amounts payable to Landlord in the event of an assignment or sublease pursuant to the terms of this Section 8 shall be referred to herein as the “Transfer Premium”. As used herein, “Transfer Costs” shall mean (i) any costs of changes, alterations, and improvements made to the Premises in connection with such Transfer, (ii) any free base rent reasonably provided to the transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such transferee), (iii) brokerage commissions paid in connection with such Transfer, and (iv) reasonable legal fees incurred in connection with such Transfer, and (v) any amounts payable to Landlord under this Section 8.1. Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed transferee claims that Landlord has unreasonably withheld or delayed its consent under this Section 8 or otherwise has breached or acted unreasonably under this Section 8, their sole remedies shall be a suit for contract damages (other than damages for injury to, or interference with, Tenant’s business including, without limitation, loss of profits, however occurring) or a declaratory judgment and an injunction for the relief sought, and Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any successor statute, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed transferee. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation Tenant’s proposed subtenant or assignee) who claim they were damaged by Landlord’s wrongful withholding or conditioning of Landlord’s consent.

8.2.            Effect of Transfer. If Landlord consents to a transfer: (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further transfer by either Tenant or a transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the transfer in form reasonably acceptable to Landlord; and (iv) no transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times and upon at least five (5) business days’ prior notice to audit the books, records and papers of Tenant relating to any transfer, and shall have the right to make copies thereof. If the Transfer Premium with respect to any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay (a) the deficiency, and (b) if understated by more than five percent (5%) Landlord’s actual, reasonable and documented out-of-pocket costs of such audit.

8.3.            Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Section 8, in the event that Tenant desires to sublease all or substantially all of the Premises for the entire or substantially all of the then remaining Lease Term or to assign this Lease at any time during the Lease Term, then Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any Transfer Notice, to (i) recapture the Premises, or (ii) take an assignment of the Lease or sublease the Premises. Such recapture, or sublease or assignment notice, shall cancel and terminate this Lease, or create a sublease or assignment, as the case may be, with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed transfer; provided, however, that no later than five (5) days following receipt of Landlord’s notice electing to recapture the Premises, Tenant may send written notice to Landlord rescinding its Transfer Notice, in which event this Lease shall continue in full force and effect. If Landlord declines, or fails to elect in a timely manner, to recapture, sublease or take an assignment of the Subject Space under this Section 8.3, then, provided Landlord has consented to the proposed transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed transferee, subject to provisions of this Section 8.

8.4.          Permitted Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is Controlled (defined below) by, Controls, or is under common Control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering or any subsequent offering or transfer of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the equity interests or assets of Tenant, or (D) an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term (or a merger from which Tenant is the surviving entity), shall not be deemed a Transfer requiring Landlord’s consent under this Section 8 (any such assignee or sublessee described in items (A) through (D) hereinafter referred to as a “Permitted Transferee”) and shall not require the payment of Landlord’s review fee or any Transfer Premium set forth in Section 8.1, provided that (i) Tenant notifies Landlord at least ten (10) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above (unless such notice is prohibited by applicable Laws, in which event Tenant shall deliver such notice as soon as permitted), (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Premises, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) except in cases of a Series Reorganization, in which case the surviving entity in the series to which this Lease has been designated shall be liable as the Tenant under this Lease, no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 8.3, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord’s consent.

9.      COMPLIANCE WITH LAWS.

9.1.            Compliance with Laws. Tenant shall, at its sole expense (regardless of the cost thereof), comply with all local, state and federal laws, statutes, rules, ordinances, regulations, administrative orders, codes and requirements now or hereafter in force by any governmental or administrative authority (federal, state or local) having jurisdiction over the Premises and the Permitted Use (“Authority”), and all judicial and administrative decisions in connection with the enforcement thereof (collectively, “Laws”), pertaining to any or all of the Premises and Tenant’s use and occupancy thereof, and including, but not limited to, all Laws concerning or addressing matters of an environmental nature. The foregoing obligation shall include, but not be limited to, Tenant’s obligation to timely comply with any obligations imposed under the Americans With Disabilities Act (as it may be modified or amended from time to time), if and to the extent that such compliance is required because of, or due to the Tenant Improvements (whether the same is constructed by Landlord or Tenant, as applicable) or any Alterations made by Tenant. If any license or permit is required for the conduct of Tenant’s business in the Premises, Tenant, at its expense, shall procure such license or permit prior to the Commencement Date, and shall maintain such license or permit in good standing throughout the Lease Term. Tenant shall give prompt written notice to Landlord of any written notice it receives of the alleged violation of any Law or requirement of any Authority with respect to either or both of the Premises and the use or occupation thereof. The judgment of any court of competent jurisdiction (or the admission of Tenant in any action or proceeding against Tenant, whether Landlord is a party thereto or not), that any such Law pertaining to the Premises has been violated by Tenant, or the Tenant Parties, shall be conclusive of that fact as between Landlord and Tenant. Additionally, Tenant shall, at its sole cost and expense, ensure that Tenant and the Tenant Parties comply, in all material respects, with any federal, state and local governmental rules, regulations, mandates, requirements and recommendations related to the coronavirus/COVID-19 pandemic (or any other pandemic or national health emergency) at or in the Premises or the industrial park of which the Premises are a part, including, without limitation, taking all recommended precautions to ensure their own health and safety and the health and safety of all tenants, occupants, visitors and employees at the Premises or the industrial park of which the Premises are a part.

9.2.           Environmental Impact.

9.2.1.            Tenant’s Operations. Tenant shall use commercially reasonable efforts to conduct its operations in the Building to: (1) minimize to the extent commercially reasonable and feasible: (A) direct and indirect energy consumption and greenhouse gas emissions; (B) water consumption; (C) the amount of material entering the waste stream; and (D) negative impacts upon the indoor air quality of the Building; and (2) permit the Building to maintain its LEED rating and an Energy Star label, to the extent applicable, or obtain or maintain certification under any other applicable sustainability guidelines. Notwithstanding the foregoing or anything to the contrary contained in this Lease, Tenant shall comply, at its sole cost and expense, with all applicable requirements imposed upon the Premises or the use and operation of the Premises by: (i) the South Coast Air Quality Management District pursuant to the Warehouse Indirect Source Rule, as same may be amended from time to time (the “ISR”), and (ii) the Los Angeles Mitigation and Monitoring and Reporting Program, as same may be amended from time to time (the “MMRP”). In connection with the foregoing, Tenant shall, on a timely basis, submit to the South Coast Air Quality Management District any and all required information and/or documentation due under the ISR. A copy of such information and/or documentation shall be provided to Landlord concurrently with Tenant’s submittal of any such information and/or documentation to the South Coast Air Quality Management District. Tenant shall be responsible for the full amount of any expenses, including, without limitation, any fines or penalties that are imposed on Landlord as a result of Tenant’s failure to comply with the ISR. Tenant hereby acknowledges and agrees that Landlord shall have the right, at its option, and at Tenant’s cost, to implement a program to monitor the number of truck and trailer trips at the Premises and Tenant’s compliance with the ISR. Notwithstanding the foregoing, to the extent the ISR requires installation of physical infrastructure that constitutes capital improvements, such capital improvements shall be deemed and shall be treated as Qualifying Capital Improvements pursuant to the terms of Section 3 above and Tenant shall be liable for the payment of the same in accordance with the terms of Section 3 above.

9.2.2.            Landlord Operations. Landlord shall comply with all applicable requirements of the ISR and MMRP imposed upon or required to be performed by Landlord as owner of the Premises (if any) pursuant to the terms thereof, the costs and expenses of which shall be included in Operating Expenses.

9.3.            Hazardous Materials.

9.3.1.            In General. If, at any time or from time to time during the Lease Term (or any extension thereof), any Hazardous Material (defined below) is handled, generated, transported, stored, used, treated or disposed of at, to, from, on or in the Premises by, or as a result of any act or omission of, any or all of Tenant and any or all of the Tenant Parties (hereinafter, “Tenant Haz Mat Use”): (i) Tenant shall, at its own cost, at all times comply (and cause all Tenants Parties to comply) with all Laws relating to Tenant Haz Mat Use, and Tenant shall further, at its own cost, obtain and maintain in full force and effect at all times all licenses, permits and other approvals required in connection therewith (“Required Permits”); (ii) Tenant shall promptly provide Landlord or Agent with complete copies of all communications, licenses, permits or agreements with, from or issued by any Authority or any private entity relating in any way to the presence, release, threat of release, or placement of Hazardous Materials on or in the Premises, or the handling, generation, transportation, storage, use, treatment, or disposal at, on, in or from the Premises, of any Tenant Haz Mat Use; (iii) Landlord, Agent and their respective agents and employees shall have the right to either or both (x) enter the Premises and (y) conduct appropriate tests, at Landlord’s expense, for the purposes of ascertaining Tenant’s compliance with all applicable Laws or Required Permits and Environmental Permits relating in any way to Tenant Haz Mat Use; provided, however, that Tenant (not Landlord) shall be responsible for the cost of such tests to the extent Landlord has a reasonable basis to believe, or such tests show, that Tenant is not in compliance with this Section 9.3; and (iv) upon written request by Landlord or Agent, Tenant, at Landlord’s cost, shall cause to be performed, and shall provide Landlord with the results of, reasonably appropriate tests of air, soil vapor, water (surface or groundwater or both), soil or building components to demonstrate that Tenant is in compliance with all applicable Laws and Required Permits and Environmental Permits relating in any way to the Tenant Haz Mat Use on, at, in or from all or any portion of the Premises; provided, however, that Tenant (not Landlord) shall be responsible for the cost of such tests to the extent Landlord has a reasonable basis to believe, or such tests show, that Tenant is not in compliance with this Section 9.3. At Tenant’s sole cost, Tenant will at all times during the Lease Term (and at all times thereafter that Tenant remains in possession of the Premises or is in holdover pursuant to the terms of this Lease) take all reasonable measures to prevent the release or discharge of Hazardous Materials on, at, in or from the Premises, which measures shall include, but are not limited to, making regular inspections of all areas, containers and apparatus in which Hazardous Materials are stored, used, generated or otherwise present, and installing and maintaining appropriate containment and secondary containment devices. This Section 9.3 does not authorize the handling, generation, transportation, storage, use, treatment or disposal of any Hazardous Materials at, to, from, on or in the Premises in contravention of this Section 9. Tenant covenants to investigate, clean up and otherwise undertake all response actions required for (collectively, “Response Actions”), at Tenant’s sole expense, any release of Hazardous Materials caused, to the extent contributed to, or created by any or all of (A) Tenant and (B) any or all of Tenant’s officers, directors, members, managers, partners, invitees, agents, employees, contractors or representatives (collectively, “Tenant Parties”) during the Lease Term. Such Response Actions shall be performed only after Tenant has obtained Landlord’s prior written consent; provided, however, that Tenant shall be entitled to respond (in a reasonably appropriate manner) immediately to an emergency without first obtaining such consent, if Tenant promptly thereafter delivers to Landlord written notice of the emergency and the action taken to remedy it. All Response Actions shall be performed in strict compliance with Laws and to the reasonable satisfaction of Landlord and the Authority, such that the Authority issues an unconditional determination that no further action is required with respect to Tenant Haz Mat Use and the Premises is acceptable for unrestricted use (“NFA Status”). For purpose of clarification, the term “unrestricted use” as used in the foregoing sentence shall not be deemed to require Tenant to return the Premises to Landlord in more of a pristine condition than that existing as of the date of the delivery of the Premises to Tenant. Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to any Hazardous Materials in any way connected to the Premises without first obtaining Landlord’s written consent (which consent may be given or withheld in Landlord’s sole, but reasonable, discretion) and affording Landlord the reasonable opportunity to participate in any such proceedings.

9.3.2.            Definitions. As used in this Lease, the term “Environmental Laws” means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes or decrees, or any other requirements of governmental authorities regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Material, or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Materials on, under, or about the Premises), or occupational or environmental conditions on, under, or about the Premises, as now or may at any later time be in effect, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601, et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901, et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251, et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601, et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801, et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136, et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 9601, et seq.]; the Clean Air Act [42 USCS §§ 7401, et seq.]; the Safe Drinking Water Act [42 USCS §§ 300f, et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901, et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201, et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001, et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [H & S C §§ 25280, et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300, et seq.]; the California Hazardous Waste Control Act [H & S C §§ 25100, et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C §§ 24249.5, et seq.]; and the Porter-Cologne Water Quality Act [Wat C §§ 13000, et seq.], together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, rule, order, statute, ordinance, code, decree or regulation of similar import now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, rules, orders, statutes, ordinances, codes, decrees or regulations relate to Hazardous Materials on, under, or about the Premises, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use. As used in this Lease, the term, “Hazardous Materials,” shall mean any waste, material or substance (whether in the form of liquids, solids or gases, and whether or not airborne) that is or may be deemed to be hazardous, toxic, ignitable, reactive, corrosive, dangerous, harmful or injurious, or that presents a risk to public health or to the environment, and that is or becomes regulated by any Laws and include, without limitation, any hazardous or toxic material, hazardous substance, irritant, chemical, or waste, including without limitation (A) any material defined, classified, designated, listed or otherwise considered under any environmental law as a “hazardous waste,” “hazardous substance,” “hazardous material,” “extremely hazardous waste,” “acutely hazardous waste,” “radioactive waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,” “contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic substance,” or any other term or expression intended to define, list, regulate or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment, (B) any material, substance or waste which is toxic, ignitable, corrosive, reactive, explosive, flammable, infectious, radioactive, carcinogenic or mutagenic, and which is or becomes regulated by any local, state or federal governmental authority, any agency of the State of California or any agency of the United States Government, (C) any oil, petroleum, petroleum based products, petroleum additives, and/or derived substances of breakdown product, (D) asbestos, (E) petroleum and petroleum based products, (F) urea formaldehyde foam insulation, (G) polychlorinated biphenyls, (H) any per- and polyfluoroalkyl substances, (I) pesticides, (J) Freon and other chlorofluorocarbons, (K) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources, (L) lead-based paint and (M) solvents

9.3.3.            Environmental Permits. Tenant represents and warrants to Landlord that, to its knowledge, after inquiry and diligence, Tenant is currently in compliance with all applicable Environmental Laws and that there are no pending or threatened notices of deficiency, notices of violation, orders, or judicial or administrative actions involving alleged violations by Tenant or Tenant Parties of any Environmental Laws. Tenant, at Tenant’s sole cost and expense, shall be responsible for obtaining all Required Permits, including, without limitation, any permits or licenses or approvals required under Environmental Laws and necessary for Tenant’s operation of its business on the Premises (“Environmental Permits”) and shall make all notifications and registrations that are relevant to its tenancy under this Lease and required by any applicable Environmental Laws. Tenant, at Tenant’s sole cost and expense, shall at all times comply with the terms and conditions of all such Environmental Permits and with any other applicable Environmental Laws with respect to Tenant’s Haz Mat Use. Tenant shall secure unconditional closure of any and all the Environmental Permits from the Authority issuing same prior to the expiration of the Lease Term. Tenant represents and warrants that it has (or, prior to the Commencement Date, it shall) obtained all such Environmental Permits and made all such notifications and registrations required by any applicable Environmental Laws necessary for Tenant’s operation of its business on the Premises. Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, that the (x) consent of Landlord shall not be required for the use at the Premises of cleaning supplies, toner for photocopying machines and other similar materials, in containers and quantities reasonably necessary for, and consistent with, normal and ordinary use by Tenant in the routine operation or maintenance of Tenant’s office equipment or in the routine janitorial service, cleaning and maintenance for the Premises; and (y) Tenant may utilize such Hazardous Materials in, at and on the Premises in the amounts and quantities as are specifically disclosed on the Tenant Operations Inquiry (as defined below) form, unless within fifteen (15) business days following delivery thereof to Landlord, Landlord specifically and expressly objects, in its reasonable discretion, and in writing, to any Hazardous Materials disclosed on the Tenant Operations Inquiry form and/or the nature and/or extent thereof. For purposes of the foregoing, Landlord shall be deemed to have reasonably withheld consent if Landlord determines that the presence of such Hazardous Material within the Premises could result in a risk of harm to person or property, negatively affect the value or marketability of the Premises, be excluded from coverage under Landlord’s insurance policies, violate the terms of Landlord’s financing for the Premises, or result in increases in cost of or the scope of Landlord’s insurance policies, or pose a financial risk that is not adequately secured by Tenant’s financial strength. Regardless of any consents granted by Landlord, to Tenant and allowing Hazardous Materials upon the Premises, under no circumstances whatsoever may Tenant cause or permit any release of Hazardous Materials by Tenant or the Tenant Parties. Additionally, regardless of any consents granted by Landlord, to Tenant, and allowing Hazardous Materials upon the Premises, under no circumstances whatsoever may Tenant cause or permit any or all of (1) any activity on the Premises which would cause the Premises to become subject to regulation as a hazardous waste treatment, storage or disposal facility under applicable Environmental Laws, (2) any activity on the Premises which would cause the Premises to become subject to any lien imposed under, or as a result of, any Environmental Law, (3) the discharge of Hazardous Materials into the storm sewer system or the sanitary system serving the Premises, and (4) the installation of any underground tank, oil/water separator, sump pump, or underground piping on or under the Premises.

The undertakings, covenants and obligations imposed on Tenant under this Section 9.3 shall survive the termination or expiration of this Lease.

On or before the Effective Date, Tenant has completed and delivered to Landlord the Tenant Operations Inquiry form attached hereto and incorporated herein as Exhibit G (“Tenant Operations Inquiry”); Tenant completed such form based upon the nature of Tenant’s proposed business operations at the Premises, and Tenant acknowledges that Landlord shall and will rely upon Tenant’s completed Tenant Operations Inquiry form. From time to time during the Lease Term (but no more often than once in any twelve-month period unless Tenant is in default hereunder or unless Tenant assigns this Lease or subleases all or any portion of the Premises, whether or not in accordance with this Section), Tenant shall provide an updated and current Tenant Operations Inquiry form upon Landlord’s request.

Notwithstanding anything in this Lease to the contrary, Tenant shall have no responsibility, liability or obligation to indemnify any Landlord Indemnified Party with respect to Hazardous Materials (a) which were in existence in, on, or around the Premises as of the Effective Date, (b) were not first introduced to the Premises by Tenant or any Tenant Parties, or (c) migrate to the Premises from adjacent sites or due to the acts of Landlord or other tenants of the Project. Tenant shall carry the burden of proof with respect to the Hazardous Materials used at the Premises, such that any Hazardous Materials present on or under the Premises that are on the Tenant Operations Inquiry (as may be updated pursuant to this Lease) shall be presumed to have been released by Tenant, unless Tenant demonstrates to the contrary by a preponderance of the evidence, provided that the foregoing shall not be applicable to any Hazardous Materials contamination disclosed in that certain Phase I Report, dated April 29, 2024, and prepared by Roux Associates, Inc.

9.4.            CASp. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of the California Civil Code, Landlord hereby states as follows: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of the foregoing, Landlord and Tenant hereby agree as follows: (a) any CASp inspection requested by Tenant shall be conducted, at Tenant’s sole cost and expense, by a CASp designated by Landlord; and (b) Tenant, at its sole cost and expense, shall be responsible for making any improvements or repairs within the Premises to correct violations of construction-related accessibility standards disclosed by such CASp inspection.

10.            INSURANCE.

10.1.            Insurance to be Maintained by Landlord

. Landlord shall maintain: (a) “all-risk” (special form or equivalent) property insurance policy covering the Premises (at its full replacement cost), but excluding Tenant’s personal property from and after the date upon which Landlord causes substantial completion of the Base Building Work; (b) commercial general liability insurance covering Landlord for claims arising out of liability for bodily injury, death, personal injury, advertising injury and property damage occurring in and about the Premises and otherwise resulting from any acts and operations of Landlord, its agents and employees; and (c) any other insurance coverage deemed appropriate by Landlord in its commercially reasonable discretion or required by Landlord’s lender. All of the coverages described in (a) through (c) shall be determined from time to time by Landlord, in its sole but reasonable discretion. All insurance maintained by Landlord shall be in addition to and not in lieu of the insurance required to be maintained by the Tenant. The requirements of this Section 10.1 are referred to as the “Landlord Insurance Requirements”. If any increase in the cost of any insurance on the Premises is caused by Tenant’s use of the Premises, then Tenant shall pay the amount of such increase to Landlord, as Additional Rent.

10.2.          Insurance to be Maintained by Tenant.

10.2.1.                  In General. Tenant shall purchase, at its own expense, and keep in force at all times from and after the Insurance Start Date (as defined below), the policies of insurance set forth in Section 10.2.2 below (collectively, “Tenant’s Policies”). All Tenant’s Policies shall (a) be issued by an insurance company with a Best’s rating/financial size category of A/VIII or better and otherwise reasonably acceptable to Landlord and shall be licensed to do business in the state in which the Premises is located; (b) provide that said insurance shall not be canceled or materially modified unless thirty (30) days’ prior written notice (ten (10) days for non-payment of premium) shall have been given to Landlord; (c) provide for deductible amounts that are reasonably acceptable to Landlord (and its lender, if applicable) and (d) otherwise be in such form, and include such coverages, as Landlord may reasonably require. The Tenant’s Policies described in (i) and (ii) below shall (1) provide coverage on an occurrence basis; (2) name Landlord (and its lender, if applicable) and Landlord’s property manager, if Landlord so requests, as additional insureds; (3) provide coverage, to the extent insurable, for the indemnity obligations of Tenant under this Lease; (4) contain a separation of insured parties provision; (5) be primary, not contributing with, and not in excess of, coverage that Landlord may carry; and (6) provide coverage with no exclusion for a pollution incident arising from a hostile fire. Certified copies of Tenant’s Policies (or, at Landlord’s option, Certificates of Insurance and applicable endorsements, including, without limitation, an “Additional Insured Managers or Landlords of Premises” endorsement) shall be delivered to Landlord prior to the Commencement Date and renewals thereof shall be delivered to Landlord’s notice addresses at least thirty (30) days prior to the applicable expiration date of each Tenant’s Policy. In the event that Tenant fails, at any time or from time to time, to comply with the requirements of the preceding sentence, Landlord may (x) order such insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant to Landlord upon demand, as Additional Rent or (y) impose on Tenant, as Additional Rent, a monthly delinquency fee, for each month during which Tenant fails to comply with the foregoing obligation, in an amount equal to ten percent (10%) of the Base Rent then in effect. In the event of any incident which could give rise to a claim under the insurance policies described in this Section, Tenant shall advise Landlord in writing within twenty-four (24) hours, providing as much detail about the incident as is known at the time. Following such initial notice, and at Landlord’s request, Tenant shall promptly provide Landlord any documents or information requested by Landlord related to the incident. Tenant shall provide written notice to Landlord in accordance with this Lease prior to the cancelation or material modification of any of Tenant’s Policies.

10.2.2.            Tenant’s Policies. Tenant shall maintain the following coverages in the following amounts at all times prior to the date (the “Insurance Start Date”) of Tenant’s entry into the Premises (including, without limitation, during any Early Access Period), and continuing thereafter throughout the Lease Term:

10.2.2.1.            Commercial General Liability Insurance covering the insured against claims of bodily injury, personal injury and property damage arising out of Tenant’s operations, assumed liabilities or use of the Premises, including a Commercial General Liability endorsement covering the insuring provisions of this Lease and the performance by Tenant of the indemnity agreements set forth in Section 10.1.2 above (and with owned and non-owned automobile liability coverage, and liquor liability coverage, if applicable), for limits of liability not less than: (i) Bodily Injury and Property Damage Liability - [***] each occurrence and [***] annual aggregate, and (ii) Personal Injury Liability - [***] each occurrence and [***] annual aggregate.

10.2.2.2.            Physical Damage Insurance covering (i) all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant’s property on the Premises installed by, for, or at the expense of Tenant, and (ii) all tenant improvements, Alterations and other improvements and additions in and to the Premises, including the Tenant Improvements, and any improvements, alterations or additions installed above the ceiling of the Premises or below the floor of the Premises. Such insurance shall be written on a physical loss or damage basis under a “special form” policy, for the full replacement cost value new without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance and shall include a vandalism and malicious mischief endorsement, sprinkler leakage coverage and earthquake sprinkler leakage coverage;

10.2.2.3.            Business auto liability insurance covering Tenant, against any personal injuries or deaths of persons and property damage based upon or arising out of the ownership, use, occupancy or maintenance of a motor vehicle at the Premises and all areas appurtenant thereto in the amount of not less than [***], combined single limit;

10.2.2.4.            Workers’ compensation and employer’s liability insurance per the applicable state statutes covering all employees of Tenant, with the employer’s liability portion thereof to have minimum limits of [***];

10.2.2.5.            Business interruption insurance equal to not less than fifty percent (50%) of the estimated gross earnings (as defined in the standard form of business interruption insurance policy) of Tenant at the Premises, which insurance shall be issued on an “all risks” basis (or its equivalent); and

10.2.2.6.            If Tenant handles, stores or utilizes Hazardous Materials in its business operations, pollution legal liability insurance with limits reasonably acceptable to Landlord.

Any policy proceeds from the “all-risk” property insurance shall be held in trust by Tenant’s insurance company for the repair, construction and restoration or replacement of the property damaged or destroyed unless this Lease shall cease and terminate under the casualty provisions of this Lease.

The requirements set forth in this Sections 10.2 and the obligated imposed on Tenant pursuant to the terms of Section 10.3, below, are collectively referred to as the “Tenant Insurance Requirements”.

10.3.            Waiver of Subrogation. Notwithstanding anything to the contrary in this Lease, each of Landlord and Tenant hereby waives any and all claims against the other for Losses to the extent they are insured against or required to be insured against under this Lease; including, but not limited to, Losses, deductibles or self-insured retentions covered by Landlord’s or Tenant’s commercial property, business income/extra expense/rental value insurance, commercial general liability, business auto liability, workers’ compensation or employers’ liability policies. The risk to be borne by each of Landlord and Tenant shall also include the satisfaction of any deductible (or self-insured retention) amounts required amounts to be paid under the applicable insurance carried by the party incurring the Loss, and each of Landlord and Tenant agrees that the other shall not be responsible for satisfaction of such deductible (or self-insured amount); provided, however, that this limitation will not preclude Landlord from including deductibles it incurs as an Operating Expense as described above. The waivers set forth in this Section 10.3 shall apply if the damage would have been covered by a normal and customary “all risks” or “special form” property insurance policy, even if the party suffering the damage fails to maintain such coverage. Each of Landlord’s and Tenant’s respective insurance policies shall include a waiver of all rights of subrogation by the insurance carrier against the other party, its agents and employees.

11.    ALTERATIONS.

11.1.            In General. Tenant may, from time to time, at its expense, make alterations or improvements in and to the Premises (hereinafter collectively referred to as “Alterations”), provided that Tenant first obtains the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if all of the following shall apply with respect to the proposed Alterations: (a) the Alterations are non-structural and the structural integrity of the Premises shall not be affected; (b) the Alterations are to the interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Premises shall not be affected and the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations (items (a) through (d) above shall collectively be referred to herein as the “Alterations Requirements”). Notwithstanding anything to the contrary contained in this Lease or this Section 11, Tenant may make non-structural alterations, additions or improvements to the interior of the Building (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that: (1) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) business days prior to the commencement thereof; (2) the aggregate cost of all such Acceptable Changes during any twelve (12) consecutive month period does not exceed $250,000.00; (3) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Section 11; (4) such Acceptable Changes do not require the issuance of a building permit or other governmental approval; (5) such Acceptable Changes are comply with Alterations Requirements; and (6) such Acceptable Changes shall be performed by licensed, bonded and insured contractors and subcontractors. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental approvals, permits and certificates for the commencement and prosecution of Alterations; (ii) submit to Landlord, for its written approval, working drawings, plans and specifications and all approvals, permits and certificates for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’ compensation insurance. Such insurance policies shall satisfy all obligations imposed under Tenant Insurance Requirements. Tenant, at its sole expense, shall cause the Alterations to be performed in compliance with all applicable approvals, permits, Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord may impose on the Alterations and free of all construction or mechanics liens and all other liens or encumbrances. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for the Premises established by Landlord. With respect to any and all Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans (upon completion), copies of all construction contracts, governmental approvals, permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. In addition to Tenant’s obligations under Section 11 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Premises is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute. The construction of the initial Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Section 11.

11.2.            Removal. At the time of Tenant’s request of Landlord’s consent to a proposed Alteration (or promptly upon Tenant’s request, in the event Landlord’s consent is not required for any Alteration), Landlord shall advise Tenant of whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. In the event that Tenant makes such a request, Landlord shall advise Tenant whether or not Landlord shall require that Tenant remove any such Alterations at the expiration or termination of this Lease. If Landlord advises Tenant to remove such Alterations, then Tenant shall, at its sole cost and expense, prior to the expiration or earlier termination of the Lease Term, remove such Alterations and repair any damage caused to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installation of such Alterations. Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall, at its sole cost and expense, prior to the expiration or the Lease Term, be obligated to remove from the Premises all components of the Tenant Improvements, including any mezzanine space constructed as part of the Tenant Improvements, and repair any damage caused to the Premises and Building caused by such removal and return the affected portion of the Premises and the Building, as applicable, to their condition existing prior to the installation of such Tenant Improvements, provided, however, if this Lease is terminated on the natural Expiration Date and not earlier than the natural Expiration Date due to a Tenant default, then Tenant shall not have an obligation to remove from the Premises the following items if installed by Tenant as part of the Tenant Improvements: (i) 35,000 SF of climate controlled air-conditioned space located on the ground floor of the Premises, separated by demising walls from the greater warehouse area to create (a) a supply chain room, (b) a factory operation room, (c) a supplemental break room, and (d) an additional mezzanine structure, (ii) restrooms adjacent to the factory operation room, (iii) 10 dock doors including with seals, lights, fans, and electrical outlets, (iv) electrical drops on +/- 25 warehouse columns, (v) MM80 joint caulking at all expansion joints in the warehouse area of the Premises, (vi) burglar alarm contacts at all pedestrian and loading doors of the Premises, and (vii) any additional mezzanine space that (1) is permitted by applicable Law and does not require the issuance of a variance by applicable governmental agencies, (2) is delivered to Landlord in a “finished condition” (i.e., with demising wall(s) and a usable staircase), (3) is not in excess of approximately 10,000 square feet of space, (4) is comprised of contiguous space, and (5) is delivered to Landlord in a market standard condition such the the same can be used by a future tenant. The foregoing portion of the Tenant Improvements identified in items (i) through (vii) above shall collectively be referred to herein as the “Non-Mandatory Removable Items”. If this Lease is terminated prior to its natural Expiration Date in connection with a Default by Tenant, then Tenant shall be obligated to remove from the Premises, at its sole cost, the Non-Mandatory Removable Items and to repair any damage caused to the Premises and Building caused by such removal.

If Tenant fails to complete the removal of the Tenant Improvements, the applicable Alterations or the Non-Mandatory Removable Items to the extent that the same are required to be removed pursuant to the terms hereof, and/or repair any damage caused by any such removal by the end of the Lease Term, then Landlord may do so and may charge the actual, reasonable cost incurred by Landlord therefor to Tenant.

11.3.            Payments for Alterations. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a supervision fee of 3% of the costs of the Alterations; provided, however, no such supervision fee shall be charged with respect to any Acceptable Changes and in no event shall such supervision fee in connection with construction of the Solar Facility Equipment (defined in Section 27, below) be in excess of $50,000. Landlord shall be entitled to be reimbursed for any reasonable fees paid by Landlord to Landlord’s third party construction for review of the plans and specifications for any Alterations, which reimbursement shall be made by Tenant to Landlord within thirty (30) days after Tenant’s receipt of an invoice therefor from Landlord.

12.            LANDLORD’S AND TENANT’S PROPERTY.

All fixtures (other than Tenant’s fixtures, including, without limitation, the Autostore [defined below]), improvements and Alterations attached to, or built into, the Premises at the commencement of, or during the Lease Term, whether or not placed there by or at the expense of Tenant, to the extent the same are of a permanent nature or affixed to the Premises shall become and remain a part of the Premises; shall be deemed the property of Landlord (the “Landlord’s Property”), without compensation or credit to Tenant; and shall not be removed by Tenant at the Expiration Date unless, subject to the applicable terms and conditions of this Lease, Landlord requires their removal. For purposes of this Lease, any references to “Tenant’s Property” shall mean any personal property for which Tenant has itself paid for or manufactured, together with any machinery and equipment for which Tenant has paid and that is either a trade fixture and/or not attached to, or built into, the Premises. Except in connection with Tenant’s repair and maintenance obligations under this Lease (in which event any of the items removed shall be replaced by Tenant, in no event shall Tenant remove any of the following materials or equipment without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole discretion): any power wiring or power panels, lighting or lighting fixtures, wall or window coverings, carpets or other floor coverings, heaters, air conditioners or any other HVAC equipment, fencing or security gates, or other similar Building operating equipment and decorations. At or before the Expiration Date, or the date of any earlier termination, Tenant, at its expense, shall remove from the Premises all of Tenant’s Property, Alterations, the Tenant Improvements and the Non-Mandatory Removable Items that are required to be removed pursuant to the terms of Section 11.2, above, and Tenant shall repair and repaint any affected areas (to Landlord’s reasonable satisfaction) any damage to the Premises resulting from either or both of such installation and removal. Any other items of Tenant’s Property that remain in the Premises after the Expiration Date, or following an earlier termination date, may, at the option of Landlord, be deemed to have been abandoned, and in such case, such items of Tenant’s Property may be retained by Landlord as its property or be disposed of by Landlord, in Landlord’s sole and absolute discretion and without accountability, at Tenant’s expense. Notwithstanding anything to the contrary in this Section 12 or the Lease, Tenant’s setup and installation of an automated storage and retrieval system (sometimes referred to as an ASRS) and all related robotics and other equipment, whether or not affixed to the Premises (collectively, the “Autostore”), (a) shall not be deemed Landlord’s Property, and (b) shall be deemed Tenant’s Property for all purposes. Additionally, notwithstanding any provision to the contrary set forth herein, in connection with the Autostore only, if Tenant fails to remove the Autostore from the Premises (i) on or before the date that is five (5) days after the then scheduled Expiration Date, then, at the option of Landlord, the Autostore shall be deemed to have been abandoned, and in such case, the Autostore may be retained by Landlord as its property or be disposed of by Landlord, in Landlord’s sole and absolute discretion and without accountability, at Tenant’s expense, or (ii) on or before that date that is forty-five (45) days after any earlier termination of this Lease, then, at the option of Landlord, the Autostore shall be deemed to have been abandoned, and in such case, the Autostore may be retained by Landlord as its property or be disposed of by Landlord, in Landlord’s sole and absolute discretion and without accountability, at Tenant’s expense. Tenant hereby acknowledges and agrees that if Tenant fails to remove the Autostore from the Premises on or before the expiration or earlier termination of this Lease, then Tenant shall be deemed in holdover and the terms of Section 20 of this Lease shall be deemed applicable, provided that in connection with Tenant’s failure to remove the Autostore from the Premises pursuant to item (ii) above, the Base Rent payable during the last fifteen (15) days of the forty-five (45) period shall be deemed to equal 300% of the Base Rent payable during the last month of the Lease Term.

13.            REPAIRS AND MAINTENANCE.

13.1.            Tenant Repairs and Maintenance. Tenant acknowledges that, with full awareness of its obligations under this Lease, Tenant has accepted the condition, state of repair and appearance of the Premises, except as otherwise expressly set forth in this Lease. Except for events of damage, destruction or casualty to the Premises (as addressed in Section 18 below) and Landlord Repair Obligations, Tenant agrees that, at its sole expense, to keep the non-structural, interior portions of the Premises, including all improvements (including the Tenant Improvements), fixtures and furnishings therein, the roof of the Building (excluding the roof structure but including the roof membrane and any skylights), and the Building Common Area (excluding, however, the Parking Area), in good order, repair and condition at all times during the Lease Term, which repair obligations shall include, without limitation, the obligation to promptly and adequately repair all damage to the non-structural, interior portions of the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs (including with respect to the HVAC repair obligations hereinbelow) within ten (10) days after Landlord has provided Tenant with written notice of the need for such repairs (or such shorter period as appropriate in cases of emergency), Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the actual costs incurred by Landlord in performing such work, plus a five percent (5%) fee, within thirty (30) days after Tenant’s receipt of invoices therefor from Landlord. In addition, and without limiting the generality of the foregoing, Tenant shall, at Tenant’s sole cost and expense, perform all maintenance, repairs and/or replacements necessary in order to keep the heating, ventilation and air-conditioning systems (collectively, the “HVAC System”) and any distribution equipment which provides for distribution of HVAC to the Premises from the HVAC System and from the Base building air system (but excluding the Base building air system, itself) in good working order and operating condition. Tenant will keep the Premises orderly and free and clear of rubbish. Tenant shall additionally be responsible, at Tenant’s sole cost and expense, to furnish all expendables, including light bulbs, paper goods and soaps, used in the Premises. All such repairs or replacements required under this Section 13.1 shall be (x) performed by appropriately licensed contractors approved by Landlord, which approval shall not be unreasonably withheld, (y) subject to the reasonable supervision and control of Landlord, and (z) made with materials of equal or better quality than the original condition of the items being repaired or replaced. Tenant hereby expressly waives any right to make repairs at the expense of Landlord which may be provided for in any Law in effect at the Commencement Date or that may thereafter be enacted. In connection with the foregoing, Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

13.1.1.            Tenant covenants to perform or observe all terms, covenants and conditions of any easement, restriction, covenant, declaration or maintenance agreement (collectively, “Easements”) to which the Premises are currently subject or become subject pursuant to this Lease, to the extent such performance is required of Landlord or occupants of the Premises under such Easements, including, without limitation, payment of all amounts due from Landlord or Tenant (whether as assessments, service fees or other charges) under such Easements, provided that such future Easements do not unreasonably affect Tenant’s rights, increase Tenant’s obligations under this Lease or unreasonably interfere with Tenant’s use of, operations within, or access to the Premises. Tenant shall deliver to Landlord promptly, but in no event later than five (5) business days after receipt thereof, copies of all written notices received from any party thereto regarding the non-compliance of the Premises or Landlord’s or Tenant’s performance of obligations under any Easements. Tenant shall, at its expense, use reasonable efforts to enforce compliance with any Easements benefiting the Premises by any other person or entity or property subject to such Easement, provided that Tenant may, but shall not be obligated to, file any lawsuit or legal action to enforce any Easement. If Tenant shall vacate all of, or abandon, the Premises, it shall give Landlord immediate written notice thereof.

13.1.2.            Tenant shall maintain, in full force and effect, a preventative maintenance and service contract with a reputable, fully licensed and insured/bonded third-party service provider for maintenance of the HVAC systems of the Premises (the “HVAC Maintenance Contract”). The terms and provisions of any HVAC Maintenance Contract shall require that the service provider maintain the Premises’ HVAC system in accordance with the manufacturer’s recommendations, in a commercially reasonable condition reasonably acceptable to Landlord, and otherwise in accordance with normal, customary and reasonable practices in the geographic area in which the Premises is located and for HVAC systems comparable to the Premises’ HVAC system. The HVAC Maintenance Contract shall require no less than quarterly preventative maintenance visits. Within 30 days following the Commencement Date, Tenant shall procure and deliver to Landlord the HVAC Maintenance Contract. Thereafter, Tenant shall provide to Landlord a copy of renewals or replacements of such HVAC Maintenance Contract no later than 30 days prior to the then-applicable expiration date of the existing HVAC Maintenance Contract. If Tenant fails to timely deliver to Landlord the HVAC Maintenance Contract (or any applicable renewal or replacement thereof) upon at least five (5) business days of Landlord’s written request for same, then Landlord shall have the right to contract directly for the periodic maintenance of the HVAC systems in the Premises and to charge the entire cost thereof back to Tenant as Additional Rent.

Tenant shall maintain, in full force and effect, a maintenance and service contract with a reputable, fully licensed and insured/bonded third-party service provider for annual maintenance of the overhead door and dock leveler systems of the Premises (the “Overhead Door and Dock Leveler Maintenance Contract”) or employ staff that has at least two years prior experience in maintaining overhead door and dock leveler systems to perform such service in-house (the “In-House OD&DL Crew”). The Overhead Door and Dock Leveler Maintenance Contract, or the work of the In-House OD&DL Crew, respectively, shall cover regular maintenance service to dock components (including mechanical and electrical components), including, but not limited to, bumpers, seals, sweeps, doors, tracks, locks, levelers, processes, door operating systems, and windows. Within thirty (30) days following the Commencement Date, Tenant shall procure and deliver to Landlord a copy of the Overhead Door and Dock Leveler Maintenance Contract, or confirmation of the employment of the In-House OD&DL Crew, as applicable, and thereafter, Tenant shall provide to Landlord a copy of renewals or replacements of such Overhead Door and Dock Leveler Maintenance Contract no later than 30 days prior to the then-applicable expiry date of the existing Overhead Door and Dock Leveler Maintenance Contract. If Tenant fails to timely deliver to Landlord confirmation of the employment of the In-House OD&DL Crew, or if applicable the the Overhead Door and Dock Leveler Maintenance Contract (or any applicable renewal or replacement thereof), then Landlord shall have the right, upon five (5) business days of Landlord’s written request for same, to contract directly for the periodic maintenance of the dock door equipment in the Premises and to charge the cost thereof back to Tenant directly, as Additional Rent.

Effective as of the Commencement Date, Tenant shall also maintain, in full force and effect, a preventative maintenance and service contract with a reputable, fully licensed and insured/bonded third-party service provider for (i) the maintenance of the roof of the Building (the “Roof Maintenance Contract”), and (ii) the maintenance of the landscaping of the Premises (the “Landscape Maintenance Contract”). The terms and provisions of the Roof Maintenance Contract shall require that the service provider maintain the roof of the Building in accordance with the manufacturer’s recommendations, in a condition reasonably acceptable to Landlord, and otherwise in accordance with normal, customary and reasonable practices in the geographic area in which the Premises is located and for a roof comparable to the roof of the Building. The terms and provisions of the Landscape Maintenance Contract shall require that the service provider maintain the landscape of the Premises in substantially the same condition as delivered to Tenant and otherwise in a condition reasonably acceptable to Landlord, and in accordance with normal, customary and reasonable practices in the geographic area in which the Premises is located. Prior to the Commencement Date, Tenant shall procure and deliver to Landlord the Roof Maintenance Contract and the Landscape Maintenance Contract. Thereafter, Tenant shall provide to Landlord a copy of renewals or replacements of such Roof Maintenance Contract and the Landscape Maintenance Contract no later than 30 days prior to the then-applicable expiration date of the same. If Tenant fails to timely deliver to Landlord the Roof Maintenance Contract or the Landscape Maintenance Contract (or any applicable renewal or replacement thereof), then Landlord shall have the right, upon at least ten (10) business prior notice, to contract directly for the periodic maintenance of the roof of the Building and/or the landscaping of the Premises and to charge the entire cost thereof back to Tenant as Additional Rent.

13.2.            Landlord Repair Obligations. Landlord shall repair and maintain (the “Landlord Repair Obligations”), as part of Operating Expenses (subject to the terms of Section 3 above), the Parking Areas, slab surface, all components of the structural portions of the Building (including any exterior windows), the roof structure (excluding the roof membrane and skylights), and all other base, shell and core components of the Building, including the base, shell and core systems and equipment of the Building. Landlord shall not be required to make any repair resulting from (i) any alteration or modification to the Building or to mechanical equipment within the Building performed by, for or because of Tenant or to special equipment or systems installed by, for or because of Tenant, (ii) the installation, use or operation of Tenant’s Property, fixtures and equipment, (iii) the moving of Tenant’s Property in or out of the Building or in and about the Premises, (iv) Tenant’s use or occupancy of the Premises in violation of the terms of this Lease or in the manner not contemplated by the parties at the time of the execution of this Lease, (v) the acts or omissions of Tenant or the Tenant Parties, (vi) fire and other casualty, except as provided by Section 18 of this Lease or (vii) condemnation, except as provided in Section 19 of this Lease. Landlord shall have no obligation to make repairs under this Section until a reasonable time after receipt of written notice from Tenant of the need for such repairs. There shall be no abatement of Rent during the performance of such work. Landlord shall not be liable to Tenant for injury or damage that may result from any defect in the construction or condition of the Premises, nor for any damage that may result from interruption of Tenant’s use of the Premises during any repairs by Landlord. All costs incurred by Landlord in connection with Landlord’s performance of the Landlord Repair Obligations shall, subject to the terms of Section 3 of this Lease, be included in Operating Expenses.

13.3.            Annual Inspections. In addition to its rights under Section 9, throughout the Lease Term, Landlord shall have the right, but not the obligation, to perform inspections at, to, of and about the Premises in order to determine whether or not Tenant is complying with its obligations under this Lease with respect to repairs, maintenance and replacements, whether under this Section 13 or otherwise (each, an “Inspection”). Provided that no default has occurred by Tenant and continues beyond any applicable cure period, Landlord agrees that it shall not perform an Inspection more frequently than once in each twelve (12) month period during the Lease Term. The cost of each Inspection shall be borne by Landlord except that Tenant shall be solely responsible for such Inspection cost (as Additional Rent) in the event that the report of any such Inspection advises that Tenant has failed to timely comply with its obligations under this Lease (whether in this Section 13 or otherwise) to repair and maintain any and all aspects of the Premises, including the purchase, performance and installation of any replacements of any portion or component of the Premises. In such an instance, Tenant shall, within ten (10) days after Landlord’s delivery to Tenant of written demand therefor, pay to Landlord the actual, documented cost that Landlord incurred in order to perform the Inspection. Further, in such an instance, Landlord shall deliver to Tenant a copy of the report of the Inspection that advises that Tenant has failed to comply with its repair, replacement and maintenance obligations under this Lease (such failure(s), the “Deficiencies”). Tenant shall correct all such Deficiencies within thirty (30) days after Landlord delivers the Inspection report to Tenant; provided, however, if Tenant promptly commences, and pursues with due diligence, the correction or remedy of the Deficiencies, but Tenant is unable to complete such correction or remedy within the stated thirty (30) day cure period, for any reason outside of Tenant’s reasonable control, such thirty (30) day period may be extended for up to an additional sixty (60) days, provided that Tenant continues to pursue the correction or remedy of the Deficiencies with diligence and in good faith. If Tenant fails to timely correct or remedy the Deficiencies, then, in addition to Landlord’s rights under Section 22 below, Landlord shall have the right, but not the obligation, to undertake the correction or remediation of any outstanding Deficiencies, but at Tenant’s sole cost and expense. Tenant shall pay to Landlord, within five (5) days of Landlord’s delivery of demand therefor, any and all out-of-pocket costs and expenses that Landlord incurs in the correction or remediation of Deficiencies and all such monies so expended by Landlord shall also bear interest, at the Default Rate (defined below), from the date initially incurred by Landlord through the date paid in full (inclusive of all interest). All sums due from Tenant pursuant to the preceding sentence shall constitute Additional Rent hereunder. “Default Rate” shall mean an amount equal to the lesser of (x) the annual “Bank Prime Loan” rate cited in the Federal Reserve Statistical Release Publication H.15(519), published weekly (or such other comparable index as Landlord and Tenant shall reasonably agree upon if such rate ceases to be published) plus two (2) percentage points, and (y) the highest rate permitted by applicable Law.

13.4.            Landlord’s Right to Perform Tenant’s Repair Obligations. Tenant shall notify Landlord in writing at least thirty (30) days prior to performing any material Tenant’s Repair Obligations, including without limitation, any Tenant’s Repair Obligation which affect the base, shell and core of the Building or which is reasonably anticipated to cost more than $100,000.00. Upon receipt of such notice from Tenant, Landlord shall have the right to either (i) perform such material Tenant’s Repair Obligation by delivering notice of such election to Tenant within thirty (30) days following receipt of Tenant’s notice, and Tenant shall pay Landlord the cost thereof (including Landlord’s reasonable supervision fee) within thirty (30) days after receipt of an invoice therefor, or (ii) require Tenant to perform such Tenant’s Repair Obligation at Tenant’s sole cost and expense. If Tenant fails to perform any Tenant’s Repair Obligation within a reasonable time period, as reasonably determined by Landlord, then Landlord may, but need not, following delivery of notice to Tenant of such election, make such Tenant Repair Obligation, and Tenant shall pay Landlord the cost thereof, (including Landlord’s reasonable supervision fee) within thirty (30) days after receipt of an invoice therefor.

13.5.            Capital Replacements

. Notwithstanding anything to the contrary contained in this Lease, if, at any time during the Lease Term, the repair or replacements costs for (i) the HVAC System, (ii) dock levelers and roll up doors for the Premises installed by Landlord, or (iii) or other capital repairs which are Tenant’s responsibility hereunder, meets or exceeds or are anticipated to meet or exceed fifty percent (50%) of the estimated replacement cost of such items (i) through (iii), respectively (each a “Capital Replacement”), Tenant shall promptly notify Landlord of same. If in Landlord’s reasonable judgement the Capital Replacement has occurred and such is not the result of Tenant’s failure to perform Tenant’s maintenance obligations under this Lease or Tenant’s negligent acts, then in such event, subject to the terms of this Section 13.5, Landlord shall promptly engage a licensed contractor to promptly perform such Capital Replacement. The cost of such Capital Replacement shall be treated as a Qualifying Capital Improvements pursuant to Section 3 above and Tenant shall be liable for the payment of the same in accordance with the terms of Section 3 above.

13.6.            Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Lease, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance that are Landlord’s obligation to perform under the terms of this Lease, and Landlord fails to undertake such repairs and/or maintenance within a reasonable period of time, given the circumstances, after Landlord’s receipt of such notice, but in any event not later than thirty (30) days after Landlord’s receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and/or maintenance and Landlord commences such repairs and/or maintenance within such 30-day period and thereafter uses all commercially reasonable, diligent and good faith attempts to pursue the same to completion, provided that in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, Landlord shall have only two (2) business day after receipt of such notice or such later period of time as is reasonably necessary to commence such corrective action and thereafter use all commercially reasonable, diligent and good faith attempts to pursue the same to completion), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional five (5) business days’ notice to Landlord that Tenant is taking such required action (but no such additional notice shall be required in the event of any such emergency type repairs described hereinabove). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such 5-business day period with respect to non-emergency type repairs, and the expiration of such 2-business day or longer period with respect to emergency-type repairs (the “Outside Repair Period”), then Tenant shall be entitled to reimbursement by Landlord of Tenant’s actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord’s receipt of invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Base Rent only payable by Tenant under this Lease the amount of such invoice (Tenant shall not have the right to offset against the Operating Expenses payable under this Lease); provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period, a written objection to Tenant’s right to receive any such reimbursement based upon Landlord’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice based upon Landlord’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Base Rent, but Tenant, as its sole remedy, may proceed to institute a lawsuit against Landlord to determine and collect the amount, if any, of such reimbursement. If Tenant prevails in such lawsuit and receives a monetary award against Landlord, then Landlord shall pay such monetary award to Tenant within thirty (30) days after the date such award is issued. If such monetary award is not so paid, then, notwithstanding any contrary provision of this Lease, Tenant shall be entitled to offset against the Base Rent payable under this Lease only the amount of such monetary award. If Tenant undertakes such repairs and/or maintenance, and such work will affect the Building’s systems and equipment, any structural portions of the Building, any common areas of the Building or Park or other areas outside the Building and/or the exterior appearance of the Building or Park (or any portion thereof), then Tenant shall use only those unrelated third party contractors used by Landlord in the Building or at the Park for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in the Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs and/or maintenance.

14.    UTILITIES; SERVICES.

Tenant shall contract directly with the applicable utility providers for all utility services and shall provide for scavenger, janitorial, cleaning and extermination services in, to and for the benefit of the Premises. Tenant shall pay the utility charges for the Premises directly to the utility or municipality providing such service. All charges shall be paid by Tenant before they become delinquent. Tenant shall be solely responsible for the repair and maintenance of any meters necessary in connection with such utility services to the Premises. Tenant’s use of electrical energy in the Premises shall not, at any time, exceed the capacity of either or both of (x) any of the electrical conductors and equipment in or otherwise servicing the Premises; and (y) the HVAC systems of the Premises. If Landlord is required by Laws to perform energy benchmarking of the Premises, Tenant hereby authorizes Landlord to obtain information, from time to time throughout the Lease Term, regarding Tenant’s utility and energy usage at the Premises directly from the applicable utility providers and Tenant shall execute, within five (5) business days of Landlord’s request, any additional documentation required by any applicable utility provider evidencing such authorization. Landlord shall have no obligation to provide any utilities or services to the Premises.

15.    INVOLUNTARY CESSATION OF SERVICES.

Landlord reserves the right, upon no fewer than ten (10) business days advanced written notice to Tenant, which notice may be delivered via email to [***] and [***] (except in case of an emergency, in which event notice shall be given as soon as reasonably feasible), without any liability to Tenant and without affecting Tenant’s covenants and obligations hereunder, to stop service of any or all of the HVAC, electric, sanitary, elevator (if any), and other systems serving the Premises, or to stop any other services required by Landlord under this Lease, (collectively, “Utility Services”), whenever and for so long as may be necessary by reason of (i) Force Majeure (as defined below), or (ii) the making of repairs or changes which Landlord or Agent, in good faith, deems necessary or (iii) any other cause beyond Landlord’s reasonable control. Further, it is also understood and agreed that Landlord or Agent shall have no liability or responsibility for a cessation of Utility Services to the Premises or to the Premises that occurs as a result of Force Majeure. No such interruption of service shall be deemed an eviction or disturbance of Tenant’s use and possession of the Premises or any part thereof, or render Landlord or Agent liable to Tenant for damages, or relieve Tenant from performance of Tenant’s obligations under this Lease, including, but not limited to, the obligation to pay Rent. In the event that (i) Landlord’s or its Agent’s gross negligence or willful misconduct causes any interruption of Utility Services, (ii) Landlord fails to provide access to the Premises as required under this Lease, or (iii) Landlord fails to perform Landlord’s Repair Obligations under this Lease, within five (5) days after Landlord has received notice from Tenant of the need for such repairs (or such longer period of time as is reasonably required for such repair work if Landlord commences such repair work within such 5-day period and thereafter diligently prosecutes same to completion), and any such interruption and/or failure as referenced in items (i) through (iii) above, as the case may be, persists for a period in excess of five (5) consecutive business days and Tenant shall cease operating within the impacted portion of the Premises for such continuous period, Tenant, as Tenant’s sole remedy, shall be entitled to a proportionate abatement of Rent to the extent, if any, of any actual loss of use of the Premises by Tenant. To the extent that Tenant is able to operate its business temporarily within the balance of the Premises without interruption, Tenant shall not be entitled to any such abatement. The foregoing shall be Tenant’s sole remedy in the event of an interruption that is caused by Landlord or its Agents.

16.    LANDLORD’S RIGHTS.

Landlord, Agent, and their respective agents, employees and representatives shall have the right to enter and/or pass through the Premises at any time or times upon at least twenty four (24) hours prior notice in advance of such entry (except in the event of emergency): (a) to examine and inspect the Premises and to show them to actual and prospective lenders, prospective purchasers or mortgagees of the Premises or providers of capital to Landlord and its affiliates, and in connection with the foregoing, to install a sign at or on the Premises, to advertise the Premises for lease or sale (and, if the sign is for advertising the Premises for lease, any such sign shall not be displayed earlier than nine (9) months prior to the Expiration Date); and (b) to make such repairs, alterations, additions and improvements in or to all or any portion of the Premises, or the Premises’ facilities and equipment as Landlord desires to make and which are not otherwise in conflict with the provisions of this Lease. During the period of nine (9) months prior to the Expiration Date (or at any time, if Tenant has vacated or abandoned the Premises or is otherwise in default under this Lease beyond any applicable notice and cure period), Landlord and its agents may exhibit the Premises to prospective tenants upon at least twenty-four (24) hour prior email notice to Tenant at [***] and [***]. Additionally, Landlord and Agent shall have the following rights with respect to the Premises, exercisable without notice to Tenant, without liability to Tenant, and without being deemed an eviction or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for setoff or abatement of Rent: (i) to have pass keys, access cards, or both, to the Premises; and (ii) to decorate, remodel, repair, alter or otherwise prepare the Premises for re-occupancy at any time after Tenant vacates or abandons the Premises for more than thirty (30) consecutive days or without notice to Landlord of Tenant’s intention to reoccupy the Premises.

17.     NON-LIABILITY AND INDEMNIFICATION; FORCE MAJEURE.

17.1.            Non-Liability. Subject only to the Landlord Indemnity (as hereinafter defined), none of the Landlord Indemnified Parties (defined below) shall be liable to Tenant for any Losses (defined below) to Tenant or to any other person, or to its or their property, irrespective of the cause of such Loss. In the event that the Landlord Indemnity is applicable, it shall apply only as and to the specific extent expressly provided in Section 17.3. Further, none of the Landlord Indemnified Parties shall be liable to Tenant or to any other person (a) for any damage caused by other persons in, upon or about the Premises, or caused by operations in construction of any public or quasi-public work; (b) for consequential, punitive, speculative or indirect damages, including those purportedly arising out of any loss of use of the Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant; (c) for any defect, latent or otherwise, in the Premises; or (d) for injury or damage to person or property caused by fire, or theft, or resulting from the operation of HVAC or lighting apparatus, or from falling plaster, or from steam, gas, electricity, water, rain, snow, ice, or dampness, that may leak or flow from any part of the Premises, or from the pipes, appliances or plumbing work of the same.

17.2.            Tenant Indemnification. Except in the event of, and to the extent of, the gross negligence, sole negligence or willful misconduct of any of the Landlord Indemnified Parties, Tenant hereby indemnifies, defends, and holds Landlord, Agent, Landlord’s members and their respective affiliates, owners, partners, members, directors, officers, agents and employees (collectively, “Landlord Indemnified Parties”) harmless from and against any and all Losses arising from or in connection with any or all of: (a) the conduct or management of the Premises or any business therein by any or all of Tenant and/or the Tenant Parties, or any work or Alterations done by any or all of Tenant and/or the Tenant Parties, or any condition created by any or all of Tenant or the Tenant Parties in or about the Premises during the Lease Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to, the Premises; (b) any act, omission or negligence of any or all of Tenant and/or the Tenant Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon the Premises; and (d) any Tenant Haz Mat Use. Tenant also indemnifies, defends, and holds the Landlord Indemnified Parties harmless from and against any and all Losses arising from or in connection with any or all of: (i) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (ii) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (iii) the creation, existence or release of any Hazardous Materials in, at, on or under the Premises, if and to the extent brought to the Premises or caused by Tenant or any Tenant Party; and (iv) any violation or alleged violation by any or all of Tenant and the Tenant Parties of any Laws or Environmental Law. The obligations of Tenant in the two prior sentences are referred to collectively as “Tenant’s Indemnified Matters,” and shall include, but not be limited to, any claim for which the Tenant, the Tenant Parties, any contractors, subcontractors and material providers, would otherwise be entitled to immunity or defenses to such a claim under any workers’ compensation or similar law. In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but except in connection with third party tort claims, or government claims, not indirect, special, consequential, or punitive), natural resource damages, penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’ reasonable fees and expenses, and the costs of investigation, cleanup, remediation, removal and restoration or Response Actions, that are in any way related to any matter covered by the Tenant’s Indemnified Matters. The provisions of this Section 17.2 shall survive the expiration or termination of this Lease.

17.3.            Landlord Indemnification and Limitation of Landlord’s Liability. Except in the event of Tenant’s or the Tenant Parties negligence or willful misconduct, Landlord hereby indemnifies, defends and holds Tenant harmless from and against any and all Losses actually suffered or incurred by Tenant as the sole and direct result of Landlord’s gross negligence, sole negligence or willful misconduct or breach of this Lease. As further provided in Section 25.21 below, in all events and under all circumstances, the liability of Landlord to Tenant, whether under this Section 17.3 or any other provision of this Lease, shall be limited to the interest of Landlord in the Premises, and Tenant agrees to look solely to Landlord’s interest in the Premises for the recovery of any judgment or award against Landlord, it being intended that neither Landlord nor any of the Landlord Indemnified Parties shall be personally liable for any judgment or deficiency. This Section 17.3 is referred to as the “Landlord Indemnity”. The provisions of this Section 17.3 shall survive the expiration or termination of this Lease.

17.4.            Force Majeure. Each of the obligations of Tenant (except the obligation to pay Rent, the obligation to maintain insurance, and provide evidence thereof, in accordance with Tenant Insurance Requirements and any delay caused by labor disputes involving Tenant’s employees, contractors or agents) and each of the obligations of Landlord, shall be excused, and neither Landlord nor Tenant shall have any liability whatsoever to the other, to the extent that any failure to perform, or delay in performing such obligation arises out of either or both of (a) any labor dispute, governmental preemption of property in connection with a public emergency or shortages of fuel, supplies, or labor, or a cyber disruption or attack, incidence of disease or other illness that reaches outbreak, epidemic and/or pandemic proportions (including without limitation COVID-19) or other causes affecting the Premises and/or the area in which the Premises is located, the imposition by federal, state or local governmental authorities of “shelter in place” or other quarantine requirements, or any other cause, whether similar or dissimilar, beyond Landlord’s or Tenant’s, as the case may be, reasonable control; or (b) any failure or defect in the supply, quantity or character of utilities furnished to the Premises, or by reason of any requirement, act or omission of any public utility or others serving the Premises, beyond Landlord’s or Tenant’s, as the case may be, reasonable control (collectively, “Force Majeure”).

17.5.            Waiver of Consequential Damages. Notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any obligation on Landlord to be responsible or liable for, and Tenant hereby releases the Landlord from all liability for Consequential Damages. Additionally, notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any obligation on Tenant to be responsible or liable for, and Landlord hereby releases Tenant from all liability for Consequential Damages, other than those Consequential Damages incurred by Landlord in connection with (i) a holdover of the Premises by Tenant after the expiration or earlier termination of this Lease in accordance with the terms of Section 20 below, (ii) Tenant’s default or breach of the terms and provisions of Section 9 of this Lease, or (iii) Tenant’s indemnification obligations under Section 17.2 of the Lease.

18.    DAMAGE OR DESTRUCTION.

18.1.            Notification and Repair; Rent Abatement. Tenant shall give prompt notice to Landlord and Agent of (a) any fire or other casualty to the Premises, and (b) any damage to, or defect in, any part or appurtenance of the Premises’ sanitary, electrical, HVAC, elevator or other systems. In the event that, as a result of Tenant’s failure to promptly notify Landlord pursuant to the preceding sentence, Landlord’s insurance coverage is compromised or adversely affected, then Tenant is and shall be responsible for the payment to Landlord of any insurance proceeds that Landlord’s insurer fails or refuses to pay to Landlord as a result of the delayed notification. Subject to the Total Destruction provision below, if the Premises is damaged by fire or other insured casualty, Landlord shall repair (or cause Agent to repair) the damage and restore and rebuild the Premises (except Tenant’s Property) with reasonable dispatch after the adjustment of the insurance proceeds attributable to such damage. Landlord (or Agent, as the case may be) shall use its diligent and good faith efforts to make such repair or restoration promptly and in such manner as not to unreasonably interfere with Tenant’s use and occupancy of the Premises, but Landlord or Agent shall not be required to do such repair or restoration work except during normal business hours of business days. Provided that any damage to the Premises is not caused by, or is not the result of the negligent acts or omissions by, any or all of Tenant and the Tenant Parties, if the Premises are partially damaged by fire or other casualty, the Rent shall be proportionally abated to the extent of any actual loss of use of the Premises by Tenant.

18.2.            Total Destruction. If the Premises shall be totally destroyed by fire or other casualty, or if the Premises shall be so damaged by fire or other casualty that (in the reasonable opinion of a reputable contractor or architect designated by Landlord): (i) its repair or restoration of the Premises requires more than two hundred seventy (270) days or (ii) such repair or restoration requires the expenditure of more than (a) eighty percent (80%) of the full insurable value of the Premises on file with Landlord’s insurer immediately prior to the casualty or (b) fifty percent (50%) of the full insurable value of the Premises immediately prior to the casualty, Landlord and Tenant shall each have the option to terminate this Lease (by so advising the other, in writing) within ten (10) days after said contractor or architect delivers written notice of its opinion to Landlord and Tenant, but in all events prior to the commencement of any restoration of the Premises by Landlord. Additionally, if the damage (x) is less than the amount stated in (ii) above, but more than ten percent (10%) of the full insurable value of the Premises; and (y) occurs during the last two years of Lease Term, then Landlord, but not Tenant, shall have the option to terminate this Lease pursuant to the notice and within the time period established pursuant to the immediately preceding sentence. In addition (1) if the damage occurs during the last year of Lease Term and materially impairs Tenant’s use of the Premises, Tenant shall have the option to terminate this Lease pursuant to the notice and within the time period established pursuant to the immediately preceding sentence, or (2) Landlord fails to commence restoration within nine (9) months of the occurrence of the applicable casualty event, subject to Force Majeure, Tenant shall have the option to terminate this Lease by written notice to landlord given no later than 10 days following the expiration of such nine (9) month period. In the event of a termination pursuant to either of the preceding three (3) sentences, the termination shall be effective as of the date upon which either Landlord or Tenant, as the case may be, receives timely written notice from the other terminating this Lease pursuant to the preceding three (3) sentences. If neither Landlord nor Tenant timely delivers a termination notice, this Lease shall remain in full force and effect. Notwithstanding the foregoing, if (A) any holder of a mortgage or deed of trust encumbering the Premises or landlord pursuant to a ground lease encumbering the Premises (collectively, “Superior Parties”) or other party entitled to the insurance proceeds fails to make such proceeds available to Landlord in an amount sufficient for restoration of the Premises, or (B) the issuer of any commercial property insurance policies on the Premises fails to make available to Landlord sufficient proceeds for restoration of the Premises, then Landlord may, at Landlord’s sole option, terminate this Lease by giving Tenant written notice to such effect within 30 days after Landlord receives notice from the Superior Party or insurance company, as the case may be, that such proceeds shall not be made available, in which event the termination of this Lease shall be effective as of the date Tenant receives written notice from Landlord of Landlord’s election to terminate this Lease. Except as otherwise expressly set forth in this Lease, Landlord shall have no liability to Tenant for, and Tenant shall not be entitled to terminate this Lease by virtue of, any delays in completion of repairs and restoration. For purposes of this Section 18.2 only, “full insurable value” shall mean replacement cost, less the cost of footings, foundations and other structures below grade. This Section is referred to as the “Total Destruction”.

18.3.            Insurance Proceeds. In connection with any repairs and restoration pursuant to this Section 18, Landlord shall not be obligated to expend an amount in excess of the proceeds of insurance actually recovered by Landlord with respect to any casualty. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any property insurance coverage, whether carried by Landlord or Tenant, for damage to the Premises (excluding any proceeds for damage to Tenant’s Property). In the event that the Premises is not repaired or reconstructed, all proceeds of insurance (excluding any proceeds covering Tenant’s Property), whether carried by Landlord or Tenant, shall be payable to Landlord. Landlord’s duty to repair the Premises (excluding Tenant’s Property) is limited to repairing the Premises to substantially the same condition existing immediately prior to such fire or other casualty.

18.4.            Waiver of Statutory Provisions. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Park.

19.    EMINENT DOMAIN.

If the whole, or any substantial portion of the Premises (i.e., meeting or exceeding fifty percent (50%) of the Premises) is taken or condemned for any public use under any Law or by right of eminent domain, or by private purchase in lieu thereof, and/or such taking would prevent or materially interfere with the Permitted Use of the Premises, this Lease shall terminate effective when the physical taking of said Premises occurs. If less than a substantial portion of the Premises is so taken or condemned, or if the taking or condemnation is temporary (regardless of the portion of the Premises affected), this Lease shall not terminate, but the Rent payable hereunder shall be proportionally abated to the extent of any actual loss of use of the Premises by Tenant. Landlord shall be entitled to any and all payment, income, rent or award, or any interest therein whatsoever, which may be paid or made in connection with such a taking or conveyance, and Tenant shall have no claim against Landlord, or the condemning authority for the value of any unexpired portion of this Lease. Notwithstanding the foregoing, any compensation specifically and independently awarded to Tenant for relocation expenses, or for Tenant’s Property, shall be the property of Tenant, provided that such award does not diminish or otherwise adversely affect any award to Landlord. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure.

20.    SURRENDER AND HOLDOVER.

On the last day of the Lease Term, or upon any earlier termination of this Lease, or upon any re-entry by Landlord upon the Premises: (a) Tenant shall quit and surrender the Premises to Landlord “broom-clean” (as defined by Exhibit B attached hereto and incorporated herein by reference), and in a condition that would reasonably be expected, in Landlord’s reasonable determination, with normal and customary use in accordance with (i) prudent operating practices and (ii) the covenants and requirements imposed under this Lease, subject only to ordinary wear and tear (as is attributable to deterioration by reason of time and use, in spite of Tenant’s reasonable care), and such damage or destruction as Landlord is required to repair or restore under this Lease; (b) Tenant shall remove all of Tenant’s Property, the Tenant Improvements, Alterations, and Non-Mandatory Removable Items therefrom, except as otherwise expressly provided in this Lease; (c) all Required Permits and Environmental Permits applicable solely to Tenant’s use of the Premises shall have been terminated unconditionally; (d) Tenant shall have removed all Hazardous Materials from the Premises brought onto the Premises by Tenant or on behalf of Tenant’s from the Premises under manifests or bills of lading or profiles identifying Tenant as generator and with Tenant as signatory, (e) in the event of Tenant’s use of Hazardous Materials on the Premises, Tenant shall have delivered to Landlord a current Phase I Environmental Site Assessment prepared by an environmental professional reasonably acceptable to Landlord (“Approved Consultant”) upon which Landlord is entitled to rely as if it were the User thereof, prepared in accordance with the then-current ASTM standard or other standard identified by the United States Environmental Protection Agency for establishing “all appropriate inquiry” finding no Recognized Environmental Conditions (“REC”) at the Premises from Tenant’s Haz Mat Use or, if a REC is identified, a Phase II Environmental Site Assessment shall have been implemented by the Approved Consultant with a scope acceptable to Landlord confirming that there have been no releases from Tenant’s Haz Mat Use or if there are releases, then Tenant shall have conducted all Response Actions necessary to, and shall have received and delivered to Landlord an NFA, and (f) Tenant shall surrender to Landlord any and all keys, access cards, computer codes or any other items used to access the Premises. The terms of subsection (e) above shall not be applicable and Tenant shall not be required to provide a Phase I Environmental Site Assessment to Landlord if Tenant does not use Hazardous Materials on the Premises. Tenant’s use of cleaning supplies, toner for photocopying machines and other similar materials, in containers and quantities reasonably necessary for, and consistent with, normal and ordinary use by Tenant in the routine operation or maintenance of Tenant’s office equipment or in the routine janitorial service, cleaning and maintenance for the Premises shall not be deemed to constitute Tenant’s use of Hazardous Materials on the Premises. Subject to the advanced notice provisions provided for elsewhere in this Lease, Landlord shall be permitted to inspect and perform testing in, at and under the Premises in order to verify compliance with this Section 20 (x) not more than sixty (60) days prior to the Expiration Date, (y) the effective date of any earlier termination of this Lease, or (z) the surrender date otherwise agreed to in writing by Landlord and Tenant. The obligations imposed under the first sentence of this Section 20 shall survive the termination or expiration of this Lease. If Tenant remains in possession after the Expiration Date hereof or after any earlier termination date of this Lease or of Tenant’s right to possession or is deemed to not have achieved the surrender conditions as provided above: (A) such tenancy shall be deemed a tenancy at sufferance; (B) Tenant shall pay (1) 150% of the aggregate of the Base Rent last prevailing hereunder (without any proration for a partial month of holdover), (2) all Operating Expenses attributable to the Premises, and (3) all actual damages sustained by Landlord, directly by reason of Tenant’s remaining in possession after the expiration or termination of this Lease; (C) there shall be no renewal or extension of this Lease by operation of law. Nothing contained in this Section 20 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. If Tenant holds over without Landlord’s express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that such check has been cashed or wire transfer received. If Tenant fails to surrender the Premises within thirty (30) days following the termination or expiration of this Lease, then, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and Tenant shall be liable for any lost profits (i.e., consequential damages) to Landlord resulting therefrom. The provisions of this Section 20 shall not be deemed to limit or constitute a waiver by Landlord of any rights or remedies, including Landlord’s right of any re-entry provided hereunder or by Laws. The provisions of this Section 20 shall survive the expiration or sooner termination of this Lease.

21.    EVENTS OF DEFAULT.

21.1.            Bankruptcy of Tenant. It shall be a default by Tenant under this Lease (“Default” or “Event of Default”) if Tenant makes an assignment for the benefit of creditors, or files a voluntary petition under any state or federal bankruptcy (including the United States Bankruptcy Code) or insolvency law, or an involuntary petition is filed against Tenant under any state or federal bankruptcy (including the United States Bankruptcy Code) or insolvency law that is not dismissed within ninety (90) days after filing, or whenever a receiver of Tenant or of or for the property of Tenant, shall be appointed, or Tenant admits it is insolvent or is not able to pay its debts as they mature (collectively, “Bankruptcy Default”).

21.2.            Default Provisions. In addition to any Bankruptcy Default above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due and such delinquency continues for five (5) business days following Landlord’s delivery to Tenant of written notice of such delinquency (provided, however, that if Landlord has given Tenant two (2) such delinquency notices in the preceding twelve (12) month period, then Tenant’s subsequent failure to pay any Rent or other charge when due shall constitute a default under this Lease without requirement of any notice or cure period, and if Landlord has given Tenant three (3) such delinquency notices in the preceding 3-year period, then Tenant’s subsequent failure to pay any Rent or other charge when due shall constitute a default under this Lease without requirement of any notice or cure period; (b) except as otherwise specifically set forth in this Section 21.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of thirty (30) days after Landlord’s delivery to Tenant of written notice of such default under this Section; provided, however, that if the default cannot, by its nature, be cured within such thirty (30) day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial thirty (30) day cure period, then Landlord shall not exercise any Landlord Remedies (as hereinafter defined) unless such default remains uncured for more than ninety (90) days after the initial delivery of Landlord’s original default notice; (c) at Landlord’s election, if Tenant abandons the Premises within the meaning of Cal. Civ. Code Section 1951.3, and (d) the failure by Tenant to observe or perform according to the provisions of Sections 4, 10, 18 or 19 of this Lease, or any breach by Tenant of the representations and warranties set forth in this Lease, or the failure by Tenant to observe or perform any other provision, covenant or condition of this Lease which failure, because of the character of such provision, covenant or condition, would immediately jeopardize Landlord’s interest, where such failure continues for more than three (3) business days after notice from Landlord. Except in the event of a transfer to a Permitted Transferee in compliance with the terms of Section 8.3 of this Lease, it shall be an automatic Default under this Lease (for which no notice or cure period shall be required) in the event that (i) Tenant transfers all of some portion of its assets to another party, regardless of (x) the nature of the assets and (y) whether that transferee is an affiliate of Tenant or an unrelated third party, and (ii) as a result (directly or indirectly) of such transfer, Tenant no longer has sufficient assets to permit Tenant to timely and fully satisfy the obligations (monetary or otherwise) imposed on it under this Lease. The notice periods provided in this Section 21.2 are in lieu of, and not in addition to, any notice periods provided by law.

22.            RIGHTS AND REMEDIES.

22.1.            Landlord’s Cure Rights Upon Default of Tenant. If a Default occurs, then Landlord may (but shall not be obligated to) cure or remedy the Default for the account of, and at the expense of, Tenant, but without waiving such Default.

22.2.            Landlord’s Remedies. In the event of any Default by Tenant under this Lease, Landlord, at its option, may, in addition to any and all other rights and remedies provided in this Lease or otherwise at law or in equity, do or perform any or all of the following remedies, each and all of which shall be cumulative and nonexclusive:

22.2.1.            Either or both terminate this Lease and terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession to Landlord. In such event, Landlord shall be entitled to recover from Tenant all of: (i) the worth, at the time of award, of the unpaid Rent that is accrued and unpaid as of the date on which this Lease is terminated; (ii) the worth, at the time of award, of the amount by which (x) the unpaid Rent that would otherwise be due and payable under this Lease (had this Lease not been terminated) for the period of time from the date on which this Lease is terminated through the Expiration Date exceeds (y) the amount of such rental loss that the Tenant proves could have been reasonably mitigated; (iii) any other amount necessary to compensate Landlord for all the detriment proximately caused by the Tenant’s failure to perform its obligations under this Lease or which, in the ordinary course of events, would be likely to result therefrom, including but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Landlord in connection with this Lease applicable to the unexpired Lease Term (as of the date on which this Lease is terminated), and (iv) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable Law. The worth, at the time of award, of the amount referred to in provision (ii) of the immediately preceding sentence shall be computed by discounting such amount at the current yield, as of the date on which this Lease is terminated under this Section, on United States Treasury Bills having a maturity date closest to the stated Expiration Date of this Lease, plus one percent per annum. Efforts by Landlord to mitigate damages caused by Tenant’s Default shall not waive Landlord’s right to recover damages under this Section. If this Lease is terminated through any unlawful entry and detainer action, Landlord shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable in such action, or Landlord may reserve the right to recover all or any part of such Rent and damages in a separate suit; or

22.2.2.            Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due. Acts of maintenance, efforts to relet, and the appointment of a receiver to protect the Landlord’s interests shall not constitute a termination of the Tenant’s right to possession; or

22.2.3.            Landlord shall at all times have the rights and remedies (which shall be cumulative with each other and cumulative and in addition to those rights and remedies available under Sections 22.2.1 and 22.2.2, above, or any law or other provision of this Lease), without prior demand or notice except as required by applicable law, to seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision hereof.

22.2.4.            Pursue any other remedy now or hereafter available under the laws of the state in which the Premises is located.

22.2.5.            Without limitation of any of Landlord’s rights in the event of a Default by Tenant, Landlord may also exercise its rights and remedies with respect to the L-C as set forth herein.

22.2.6.            In no event shall Tenant be entitled to any surplus arising from Landlord’s re-leasing the Premises, regardless of whether Landlord terminates either or both of Tenant’s rights and this Lease, as provided above, or whether Landlord continues this Lease, as also provided above.

22.2.7.            Any and all of Tenant’s Property that may be removed from the Premises by Landlord pursuant to the authority of this Lease or of Laws may be handled, removed, disposed of and/ or stored by Landlord at the sole risk, cost and expense of Tenant, and in no event or circumstance shall Landlord be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such handling, removal, or disposal and all storage charges for such Tenant’s Property so long as the same shall be in Landlord’s possession or under Landlord’s control. Any Tenant’s Property not removed from the Premises as of the Expiration Date or any other earlier date on which this Lease is terminated shall be either, as Landlord elects (in whole or in part as to Tenant’s Property) (A) conclusively presumed to have been conveyed by Tenant to Landlord under this Lease as in a bill of sale, without further payment or credit by Landlord to Tenant, or (B) at Landlord’s election, abandoned by Tenant and disposed of by Landlord as it sees fit in its sole and absolute discretion. Neither expiration nor termination of this Lease, nor the termination of Tenant’s right to possession, shall relieve Tenant from its liability under the indemnity provisions of this Lease.

22.3.            Additional Rights of Landlord. All sums advanced by Landlord or Agent on account of Tenant under this Section, or pursuant to any other provision of this Lease, and all Base Rent and Additional Rent, if delinquent or not paid by Tenant and received by Landlord when due hereunder, shall bear interest at the Default Rate, from the due date thereof until paid, and such interest shall be and constitute Additional Rent and be due and payable upon Landlord’s or Agent’s submission of an invoice therefor. The various rights, remedies and elections of Landlord reserved, expressed or contained herein are cumulative and no one of them shall be deemed to be exclusive of the others or of such other rights, remedies, options or elections as are now or may hereafter be conferred upon Landlord by Laws.

22.4.            Event of Bankruptcy. In addition to, and in no way limiting the other remedies set forth herein, Landlord and Tenant agree that if Tenant ever becomes the subject of a voluntary or involuntary bankruptcy, reorganization, composition, or other similar type proceeding under the federal bankruptcy laws, as now enacted or hereinafter amended, then: (a) “adequate assurance of future performance” by Tenant pursuant to Bankruptcy Code Section 365 will include (but not be limited to) payment of an additional/new security deposit in the amount of three times the then current Base Rent payable hereunder; (b) any person or entity to which this Lease is assigned, pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations of Tenant arising under this Lease on and after the effective date of such assignment, and any such assignee shall, upon demand by Landlord, execute and deliver to Landlord an instrument confirming such assumption of liability; (c) notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as “Rent”, shall constitute “rent” for the purposes of Section 502(b)(6) of the Bankruptcy Code; and (d) if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered to Landlord or Agent (including Base Rent, Additional Rent and other amounts hereunder), shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the bankruptcy estate of Tenant. Any and all monies or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord or Agent shall be held in trust by Tenant or Tenant’s bankruptcy estate for the benefit of Landlord and shall be promptly paid to or turned over to Landlord.

22.5.            Sale of Premises. Notwithstanding anything contained in this Lease to the contrary, the sale of the Premises by Landlord shall not constitute Landlord’s acceptance of any abandonment of the Premises by Tenant that occurs pre-sale or the rejection of this Lease in any bankruptcy proceeding commenced or filed prior to the consummation of the sale, or in any way impair Landlord’s rights upon a pre-sale Default, including, without limitation, Landlord’s right to damages.

22.6.            Subleases of Tenant. If Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Section 22, then Landlord shall have the right, at Landlord’s option in its sole discretion, (i) to terminate any and all assignments, subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises, in which event Landlord shall have the right to repossess such affected portions of the Premises by any lawful means, or (ii) to succeed to Tenant’s interest in any or all such assignments, subleases, licenses, concessions or arrangements, in which event Landlord may require any assignees, sublessees, licensees or other parties thereunder to attorn to and recognize Landlord as its assignor, sublessor, licensor, concessionaire or transferor thereunder. In the event of Landlord’s election to succeed to Tenant’s interest in any such assignments, subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

22.7.            Efforts to Relet. No re-entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver to protect Landlord’s interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease.

Landlord’s rights and remedies under this Section are collectively referred to as “Landlord Remedies”.

23.    LANDLORD’S DEFAULT.

In the event that Landlord defaults in the observance or performance of any term or condition required to be performed by Landlord hereunder, Tenant may commence an action in a court of competent jurisdiction to compel performance by Landlord hereunder and/or to seek recovery of Tenant’s actual damages; provided, however, that Tenant may not exercise such remedy without first providing written notice of the alleged default to Landlord, setting forth with reasonable specificity and detail the nature of such default, and thereafter permitting Landlord a thirty (30) day period to cure such default (which cure period may be extended if Landlord is diligently pursuing performance of the applicable cure, but such cure is not completed within the 30 day period). Upon expiration of Landlord’s cure period, Tenant shall deliver written notice to Landlord advising of Tenant’s election to file the action contemplated above. The remedy provided in this Section is Tenant’s sole and exclusive remedy for Landlord’s breach of this Lease, whether at law or in equity. In connection with the exercise of the foregoing remedy or otherwise except as set forth in Section 15 of this Lease, Tenant shall not be entitled to any abatement of, deduction from, or set off against, the Rent payable hereunder.

24.    BROKER.

Tenant covenants, warrants and represents that Tenant’s Broker was the only broker to represent Tenant in the negotiation of this Lease. Landlord covenants, warrants and represents that Landlord’s Broker was the only broker to represent Landlord in the negotiation of this Lease. Landlord shall pay the brokerage commissions owing to the Tenant’s Broker and Landlord’s Broker in connection with this Lease pursuant to the terms of a separate written agreement or agreements between and/or among Landlord and Tenant’s Broker and Landlord’s Broker. Each party agrees to and hereby does indemnify, defend and hold the other harmless against and from any brokerage commissions or finder’s fees or claims thereof by a party claiming to have dealt with the indemnifying party and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, for any breach of the foregoing. The provisions of this Section 24 shall survive the termination or expiration of this Lease.

25.    MISCELLANEOUS.

25.1.            Merger. All prior understandings and agreements between the parties are merged in this Lease, which alone fully and completely expresses the agreement of the parties. No agreement shall be effective to modify this Lease, in whole or in part, unless such agreement is in writing, and is signed by the party against whom enforcement of said change or modification is sought.

25.2.            Notices. Any notice required to be given by either party pursuant to this Lease, shall be in writing and shall be deemed to have been properly given, rendered or made only if (a) personally delivered, or (b) if sent by Federal Express or other comparable commercial overnight delivery service, or (c) sent electronically, if, on the same date, a duplicate notice is sent pursuant to (a) or (b) above, addressed (in the case of any or all of (a), (b) and (c) above) to the other party at the addresses set forth below each party’s respective signature block (or to such other address as Landlord or Tenant may designate to each other from time to time by written notice), and shall be deemed to have been given, rendered or made (i) on the day so delivered or (ii) in the case of overnight courier delivery on the first business day after having been deposited with the courier service, and (iii) in the case of electronic delivery, on the date such electronic delivery occurs, provided that, on the same date, a duplicate copy is sent pursuant to clause (a) or (b).

25.3.            Non-Waiver. The failure of either party to insist, in any one or more instances, upon the strict performance of any one or more of the obligations of this Lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment (at that time) for the future of the performance of such one or more obligations of this Lease or of the right to exercise such election, but the Lease shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt and acceptance by Landlord or Agent of Base Rent or Additional Rent with knowledge of any breach by Tenant of any obligation of this Lease shall not be deemed a waiver of such breach.

25.4.            Legal Costs. Any party in breach or default under this Lease (the “Defaulting Party”) shall reimburse the other party (the “Nondefaulting Party”) upon demand for any reasonable legal fees and court (or other administrative proceeding) costs or expenses that the Nondefaulting Party incurs in connection with the breach or default, regardless whether suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, in the event of litigation, the court in such action shall award to the party in whose favor a judgment is entered a reasonable sum as attorneys’ fees and costs, which sum shall be paid by the losing party. Except as otherwise expressly set forth in this Lease, Tenant shall pay Landlord’s attorneys’ reasonable fees incurred in connection with Tenant’s request for Landlord’s consent under provisions of this Lease governing assignment and subletting, or in connection with any other act which Tenant proposes to do and which requires Landlord’s consent (subject to the limitations set forth in this Lease). All payments due hereunder from Tenant to Landlord shall be deemed Additional Rent.

25.5.            Parties Bound. Except as otherwise expressly provided for in this Lease, this Lease shall be binding upon, and inure to the benefit of, the successors and assignees of the parties hereto. Tenant hereby releases Landlord named herein from any obligations of Landlord for any period subsequent to the conveyance and transfer of Landlord’s ownership interest in the Premises. In the event of such conveyance and transfer, Landlord’s obligations hereunder shall thereafter be binding upon each transferee (whether Successor Landlord or otherwise). No obligation of Landlord shall arise under this Lease until the instrument is signed by, and delivered to, both Landlord and Tenant.

25.6.            Recordation of Lease. Tenant shall not record or file this Lease (or any memorandum hereof) in the public records of any county or state.

25.7.            Governing Law; Construction. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises is located. If any provision of this Lease shall be invalid or unenforceable, the remainder of this Lease shall not be affected but shall be enforced to the extent permitted by Laws. The captions, headings and titles in this Lease are solely for convenience of reference and shall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease to be drafted. Each covenant, agreement, obligation, or other provision of this Lease to be performed by Tenant, shall be construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require.

25.8.            Time. Time is of the essence for this Lease, unless waived by Landlord (which Landlord shall have the right, but not the obligation, to do). If the time for performance hereunder falls on a Saturday, Sunday or a day that is recognized as a holiday, either by the federal government or in the state in which the Premises is located, then such time shall be deemed extended to the next day that is not a Saturday, Sunday or holiday.

25.9.            Authority. Each of Tenant and Landlord represent, warrant, and covenant with and to the other party hereby as follows: the individual(s) acting as signatory on its behalf is(are) duly authorized to execute this Lease; it has procured (whether from its members, partners or board of directors, as the case may be), the requisite authority to enter into this Lease; and this Lease is and shall be fully and completely binding upon it.

25.10.            WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO THIS LEASE, THE PREMISES, OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE PREMISES.

25.11.            Financial Information. At any time during the Lease Term, but no more often than one time per each twelve (12) month period of the Lease Term (unless in connection with any sale, financing or refinancing of the Premises or Park or in the event that Tenant is in default beyond any applicable notice and cure period),Tenant shall deliver to Landlord information and documentation describing and concerning Tenant’s financial condition, and in form and substance reasonably acceptable to Landlord, within ten (10) days following Landlord’s written request therefor. Upon Landlord’s request, Tenant shall provide to Landlord the most currently available audited financial statement of Tenant; and if no such audited financial statement is available, then Tenant shall instead deliver to Landlord its most currently available balance sheet and income statement, certified, as to accuracy and completeness, by a duly authorized officer of tenant (e.g. chief financial officer or controller). Furthermore, upon the delivery of any such financial information from time to time during the Lease Term, Tenant shall be deemed to automatically represent and warrant to Landlord that the financial information delivered to Landlord is true, accurate and complete, and that there has been no adverse change in the financial condition of Tenant since the date of the then-applicable financial information. Notwithstanding the foregoing, in the event that (1) stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that “controls” Tenant or is otherwise an “Affiliate” of Tenant) is publicly traded on a national stock exchange, and (2) Tenant has its own, separate and distinct 10K and 10Q filing requirements or has a joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise Affiliates of Tenant but Tenant’s financial condition is separately and reasonably set forth in any such filings (and therefor Tenant’s financial statements can be accessed by the general public via the internet), then Tenant’s obligation to provide Landlord with any such financial statements shall be deemed satisfied. Tenant’s obligation to provide Landlord with any such financial statements shall not be deemed satisfied in the event that Tenant’s joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise Affiliates of Tenant does not set forth Tenant’s financial condition separately and reasonably in any such filings.

25.12.            Confidential Information. Tenant agrees to maintain in strict confidence the economic terms of this Lease and any or all other materials, data and information delivered to or received by any or all of Tenant and Tenants’ Parties either prior to or during the Lease Term in connection with the negotiation and execution hereof. Notwithstanding the foregoing, Tenant may disclose this Lease without the prior written consent of Landlord to (i) Tenant’s consultants, brokers, attorneys, property managers and employees that have a need to know such information, (ii) as required by applicable Law, and (iii) to bona fide prospective purchasers, lenders, assignees, or subtenants (collectively, the “Authorized Tenant Parties”), provided that Tenant shall instruct the Authorized Tenant Parties to keep such information confidential. Further, the foregoing prohibition in disclosure shall not apply to any disclosures required by laws, regulations or rules during any time that the shares of the tenant hereunder (whether the named Tenant or a transferee) are traded on a nationally-recognized stock exchange. The provisions of this Section 25.12 shall survive the termination of this Lease.

25.13.            Submission of Lease. Submission of this Lease to Tenant for signature does not constitute a reservation of space or an option to lease, or an offer to lease. This Lease is not effective until execution by and delivery to both Landlord and Tenant.

25.14.       Lien Prohibition. Tenant shall not permit any notice of unpaid balance or right to file lien, construction lien, construction lien claim, mechanics or materialmen’s liens to be filed or to attach to the Premises. Tenant, at its expense, shall procure the satisfaction or discharge of record of all such liens and encumbrances within 15 days after the filing thereof; or, within such fifteen (15) day period, Tenant shall provide Landlord, at Tenant’s sole expense, with endorsements (satisfactory, both in form and substance, to Landlord and the holder of any mortgage or deed of trust) to the existing title insurance policies of Landlord and the holder of any mortgage or deed of trust, insuring against the existence of, and any attempted enforcement of, such lien or encumbrance. In the event Tenant has not so performed, Landlord may, at its option, pay and discharge such liens and Tenant shall be responsible to reimburse Landlord, on demand and as Additional Rent under this Lease, for all costs and expenses incurred in connection therewith, together with interest at the Default Rate thereon, which expenses shall include reasonable fees of attorneys of Landlord’s choosing, and any costs in posting bond to effect discharge or release of the lien as an encumbrance against the Premises. THE INTEREST OF THE LANDLORD IN THE PREMISES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE SUBJECT TO LIENS FOR ALTERATIONS MADE BY THE TENANT OR ANY OTHER ACT OF TENANT. The provisions of this Section 25.14 shall survive the termination or expiration of this Lease.

25.15.            Landlord’s Covenants; No Termination Right. All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate, and to the extent permitted by Laws waives the benefit of any Laws now or hereafter in effect which would permit Tenant to terminate, this Lease for breach of Landlord’s obligations hereunder.

25.16.            Anti-Terrorism. Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of the Tenant Parties currently is, nor shall any of them be, at any time during the Lease Term, in violation of any laws or regulations relating to either or both terrorism and money laundering; (ii) none of the Tenant Parties is, nor shall any of them be, during the Lease Term (1) a person or entity owned or controlled by, affiliated with, or acting for or on behalf of, any person or entity that is identified as a “Specially Designated National” on the then - most current list published by the US Treasury Department’s Office of Foreign Assets Control or other replacement official publication of such list, or (2) a person or entity who is identified as, or affiliated with, a person or entity designated as a terrorist, or associated with terrorism or money laundering, pursuant to regulations promulgated in connection with the USA Patriot Act; and (iii) Tenant has taken and shall continue to take during the Lease Term, reasonably appropriate steps to understand its legal obligations under all anti-terrorism Laws and regulations, and has implemented, and shall continue to implement during the Lease Term, appropriate procedures to assure its continued compliance with them. At any time and from time to time during the Lease Term, Tenant shall deliver to Landlord, within ten (10) days after receipt of a written request therefor, a written certification and such other evidence as Landlord may reasonably request evidencing and confirming Tenant’s compliance with this Section 25.16. Notwithstanding anything to the contrary set forth in this Lease, no notice or cure period shall be required or provided with respect to any breach or default under this Section.

25.17.            Electronic Signatures; and Counterparts. The parties acknowledge and consent to be bound by electronic signatures, including signatures of any required witness. This Lease may be executed in multiple counterparts, but all such counterparts shall together constitute a single, complete and fully-executed document.

25.18.            Waiver of Right of Redemption. Tenant waives all right of redemption to which Tenant may be entitled by Laws.

25.19.            Injunctive Relief. Any violation, attempted violation, or threatened violation, of any provision of this Lease by Tenant, can be remedied by injunction, which shall be a cumulative remedy in addition to any Landlord Remedies under this Lease or by any Laws, and Tenant shall not raise as a defense thereto that Landlord has an adequate remedy at Law.

25.20.            Joint and Several Liability. All parties signing this Lease as Tenant shall be jointly and severally liable for all obligations of Tenant hereunder.

25.21.            Limitation of Liability. Notwithstanding any provision in this Lease to the contrary, under no circumstances shall Landlord’s liability for failure to perform any obligations arising out of or in connection with this Lease or for any breach of the terms or conditions of this Lease (whether written or implied) exceed Landlord’s equity interest in the Premises, including, subject to any rights of Landlord, Landlord’s mortgagee and other encumbrances affecting the Premises, all rental proceeds therefrom received by Landlord during Landlord’s period of ownership, but not any proceeds from any sale thereof once such sale proceeds have been distributed to Landlord’s shareholders, members, owners and/or similar ownership parties. Any judgments rendered against Landlord shall be satisfied solely out of proceeds of sale of Landlord’s interest in the Premises. No personal judgment shall lie against Landlord or its members, or any of their constituent members, or any officers, members, shareholders, partners or employees of any of the foregoing, upon extinguishment of Landlord’s rights in the Premises and any judgments so rendered shall not give rise to any right of execution or levy against the assets of Landlord or any of its members or their constituent members, or any officers, members, shareholders, partners or employees of any of the foregoing. The provisions hereof shall inure to Landlord’s successors and assigns including any lender of Landlord.

Additionally, notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable Laws to the contrary, neither Tenant’s officers, directors, shareholders, agents, or employees shall have any personal liability for the obligations of this Lease and Landlord hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Landlord.

25.22.            Environmental, Social and Governance.

25.22.1.            Sustainability Contact Information. Landlord and Tenant each hereby agree to provide a point of contact (as designated below) to discuss issues related to sustainability and energy involving the Premises. Such issues may include, but not be limited to, retrofit projects, billing processes, energy efficiency upgrades, and data access.

Tenant Sustainability Contact:

Name: [***]
Email: [***]
Phone: [***]

Landlord Sustainability Contact:

Name: [***]
Email: [***]
Phone: [***]

25.22.2.            Energy Star Score Disclosure. Tenant acknowledges that Landlord has advised Tenant that Landlord participates in an energy benchmarking program with the United States Environmental Protection Agency (EPA) called ENERGY STAR Portfolio Manager®. This program is intended to facilitate Landlord’s ability to improve the energy efficiency of the Building. Tenant shall provide Landlord with reasonable access (on a periodic basis, promptly after Landlord’s request therefor) to Tenant’s data on Tenant’s energy use (“Tenant’s Energy Use Information”) for inclusion in Landlord’s annual reports in connection with Landlord’s ENERGY STAR annual rating and other similar energy efficiency purposes. If and to the extent that Landlord makes use of Tenant’s Energy Use Information, Landlord shall not identify Tenant by name, nor separately break out, and provide to third parties, any of Tenant’s Energy Use Information. Furthermore, Landlord shall not have any right to dictate or control Tenant’s energy use in the Building, except if and to the extent otherwise expressly provided in this lease.

25.22.3.            Tenant Energy Disclosure. Upon Landlord’s request (but no more frequently than once every three (3) months), Tenant shall submit to Landlord Tenant’s own energy and water consumption, and waste production, data, including total usage and total charges as such charges appear on Tenant’s electric, gas, water, waste collection and other utility bills. If and to the extent Tenant has already provided electricity usage information to Landlord pursuant to Section 25.22.2 above, Tenant shall not be required to provide duplicative electricity use information under this Section 25.22.3. The format in which such information is delivered to Landlord shall be reasonably acceptable to Landlord. Landlord agrees, however, that such information may only be utilized by Landlord subject to the same disclosure limitations as are imposed under Section 25.22.2 above.

25.22.4.        Green Tenant Fit-Out Guide. Attached hereto as Schedule 25.22.5 is a so-called “fit out guide” so as to offer suggestions and guidance on practices and procedures that Tenant might choose to implement in its business operations in the Premises in order to ensure the efficient operation of Tenant’s business in the Premises and to facilitate Tenant’s ability to align its business operations in the Premises with Landlord’s ESG Policies (the “Guide”). If Tenant has any questions concerning the Guide and implementation of its suggestions, Tenant should contact Landlord’s Sustainability contact identified in Section 25.22.1 above.

25.22.5.            Renewable Energy Systems. During the Term, Landlord may, at its sole cost and expense, without Tenant’s consent, install or permit the installation by a Renewable Energy Developer (defined below) of one or more Renewable Energy Systems (defined below) on (i) not more than fifty percent (50%) of the roofs of the Building, and (ii) such other areas of the exterior of the Premises, the Building or the Park, that do not unreasonably interfere with Tenant’s operations within the Premises for the Permitted Use (collectively, “Designated Reserved Areas”). Tenant hereby agrees not to unreasonably interfere with the Renewable Energy Developer’s rights to the Designated Reserved Areas and the operation of the Renewable Energy System (defined below), and in connection therewith shall provide the Renewable Energy Provider reasonable access to the Designated Reserved Areas. A “Renewable Energy System” shall mean a mechanical, electrical or other installation comprised of solar/photovoltaic panels, mounting systems, transmission lines and cabling, and other related infrastructure, equipment and facilities which produces energy, including without limitation a rooftop solar electric or photovoltaic (PV) system. A “Renewable Energy Developer” shall mean a contractor, developer, or other person or entity that owns a Renewable Energy System or is engaged to develop, install, operate, manage and/or maintain a Renewable Energy System (including, but not limited to, an affiliate of Landlord), whether pursuant to a lease, sublease, license or other contractual arrangement with Landlord.

In connection with any Renewable Energy System that may be installed, if requested by Landlord, Tenant agrees to utilize power generated from the Renewable Energy System subject to the terms of this Section 25.22.5. To the extent applicable, Tenant shall pay the cost of Tenant’s use of power generated from the Renewable Energy System (“Renewable Energy Charges”), either directly to the Renewable Energy Developer or as Operating Expenses reimbursable to Landlord; provided, however, in no event shall the Renewable Energy Charges payable by Tenant exceed the rate that would otherwise be payable directly to the existing utility company for the provision of utility service to the Premises directly from the grid.

26.   RENTS FROM REAL PROPERTY. Landlord and Tenant agree that all Rent payable by Tenant to Landlord shall qualify as rents from real property within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). If Landlord, in its sole discretion, determines that there is any risk that all or part of any Rent shall not qualify as rents from real property for the purposes of the Code and the Regulations, Tenant agrees to cooperate with Landlord by entering into such amendment or amendments as Landlord reasonably deems necessary to qualify all Rent as rents from real property; provided, however, that any adjustments required pursuant to this Section 26 shall be made so as to produce the equivalent Rent (in economic terms) payable prior to such adjustment.

27.    SOLAR FACILITY. Subject to (i) the approval of all applicable governmental agencies, (ii) Tenant’s
compliance with all Easements, all applicable Laws, the provisions of this Section 27 and the other provisions of this Lease, and (iii) the rights of the Renewable Energy Developer to the roof of the Building, if applicable, Tenant shall have the non-exclusive right (at Tenant’s sole cost and expense but without any obligation to pay Landlord any rent or license fees with respect thereto) to: (A) install on the roof of the Building, in a location designated by Landlord (the “Solar Facility Equipment Area”), a reasonable scope of solar panels, the specifications of which shall be subject to Landlord’s reasonable approval (collectively, the “Solar Panel Equipment”); and (B) install connection equipment, such as conduits, cables, feeders and materials (collectively, the “Connecting Equipment”) in the existing risers, shafts, ducts, conduits, chases, utility closets and other facilities of the Building as is reasonably necessary to operate the Solar Panel Equipment. In no event shall the Solar Facility Equipment Area exceed more than thirty percent (30%) of the roof of the Building. Subject to Section 27.3 below and all of the terms and conditions of this Lease, and subject to all applicable Laws and such reasonable rules and regulations as Landlord may impose from time to time, Tenant shall also have the right of access twenty-four (24) hours per day, seven (7) days per week to the areas where the Solar Panel Equipment and Connecting Equipment (all collectively referred to herein as the “Solar Facility Equipment”) are located for the purposes of maintaining, repairing, testing and replacing the same. The Solar Facility Equipment shall be deemed Tenant’s Property.

27.1.            Installation. The installation of the Solar Facility Equipment shall constitute Alterations and shall be performed in accordance with and subject to the provisions of Section 11 above including, without limitation, Tenant’s obligation to obtain Landlord’s prior consent to the size and other specifications of the Solar Facility Equipment, and the Solar Facility Equipment shall be treated for all purposes of this Lease as if the Solar Facility Equipment were Tenant’s personal property. In no event shall Tenant be permitted to void any roof or other warranties pertaining to the Building and/or Park in connection with the installation of the Solar Facility Equipment. For purposes of determining Landlord’s and Tenant’s respective rights and obligations with respect to its use of the roof as herein provided, the portions of the Solar Facility Equipment Area (and any other portions of the roof where the Rooftop Equipment is actually located) shall be deemed to be a portion of Tenant’s Premises; consequently, all of the provisions of this Lease respecting Tenant’s obligations hereunder shall apply to the installation, use and maintenance of the such portions of the roof by Tenant (including, without limitation, provisions relating to compliance with requirements as to insurance, indemnity, repairs and maintenance), and all such provisions shall also apply, to the extent appropriate, to the installation, use and maintenance of the Solar Facility Equipment. Landlord shall have no obligation to make any changes, improvements or alterations to the areas where any of the Solar Facility Equipment is located.

27.2.            Non-Exclusive Right. It is expressly understood that Landlord retains the right to use and to grant to third parties, including a Renewable Energy Developer, the right to use the portions of the roof on which the Solar Facility Equipment is not located, provided that (i) Tenant shall have reasonable access to the Solar Facility Equipment, (ii) Landlord and such third parties shall not unreasonably interfere with Tenant’s use of the roof or the Solar Facility Equipment and (iii) Tenant shall not be responsible for repair of any damage caused to the roof by any such third parties, including, the repair or replacement of any skylight, or other roof membrane or components damaged by the use of such third parties, provided that the foregoing shall not be applicable to damages resulting from a Tenant Damage. Landlord shall indemnify, defend and hold Tenan harmless from and against any and all claims to the extent arising out of the use of the roof by the third parties as set forth in Section 27, provided that the foregoing shall not be applicable to any claims arising from Tenant’s negligence or willful misconduct.

27.3.            Tenant’s Covenants. Tenant shall install, use, maintain and repair the Solar Facility Equipment so as not to (i) cause damage to the Premises, the Building or the systems and equipment of the Premises, or (ii) unreasonably interfere with the operation of the Building or the Premises, or the operation of the businesses of other tenants, occupants or licensees of the Premises or such tenants’, occupants’ and licensees’ systems and equipment located in, on or about the Building or the Premises. In addition, Tenant shall (A) be solely responsible for any damage caused as a result of the Solar Facility Equipment, (B) promptly pay any tax, license or permit fees charged pursuant to any requirements in connection with the installation, maintenance or use of the Solar Facility Equipment and comply with all precautions and safeguards recommended by all governmental authorities, and (C) make necessary repairs, replacements or maintenance of the Solar Facility Equipment. Further, Tenant, at Tenant’s sole cost and expense, shall maintain such equipment and install such fencing and other protective equipment on or about the Solar Facility Equipment as Landlord may reasonably require. Tenant shall indemnify, defend and hold Landlord and the Landlord Parties harmless from and against any and all claims to the extent arising out of Tenant’s failure to comply with the provisions of this Section 27.

27.4.            Landlord’s Obligations. Landlord shall not have any obligations with respect to the Solar Facility Equipment or compliance with any requirements relating thereto nor shall Landlord be responsible for any damage that may be caused to the Solar Facility Equipment, except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord’s agents, contractors or employees and not insured or required to be insured by Tenant under this Lease. Landlord makes no representation that the Solar Facility Equipment and related Connecting Equipment will be able to receive or transmit communication signals without interference or disturbance, and Tenant agrees that Landlord shall not be liable to Tenant therefor.

27.5.            Hazardous Materials/Inspections. Tenant shall not use any Hazardous Materials in connection with the Solar Facility Equipment. Landlord shall have the right, after providing Tenant with not less than twenty-four (24) hours’ prior notice (except no such prior notice shall be required in case of emergency), to conduct such tests and/or inspections of the Solar Facility Equipment as Landlord may determine are reasonably necessary from time to time to ensure that Tenant is complying with the terms of this Section 27, and Tenant shall pay for the reasonable cost of such tests.

27.6.            Default. If any of the conditions set forth in this Section 27 are not complied with by Tenant, then without limiting Landlord’s rights and remedies it may otherwise have under this Lease, Tenant shall, upon written notice from Landlord, have the option either to: (i) immediately discontinue its use of the particular items of the Solar Facility Equipment that are non-compliant, remove the same, and make such repairs and restoration as required under Section 27.7 below, or (ii) correct such noncompliance either (A) immediately after receipt of such notice in cases of emergency, or (B) within ten (10) days after Tenant’s receipt of such notice in non-emergency situations (or such longer period as may be reasonably necessary to correct such noncompliance in such non-emergency situations, so long as Tenant commences to correct such noncompliance within such ten (10) day period and thereafter proceeds with due diligence to correct such noncompliance). If Tenant elects the option described in clause (ii) of the immediately preceding sentence and Tenant fails to correct such noncompliance within the applicable time period described in clause (ii), then Tenant shall immediately discontinue its use of the particular items of the Solar Facility Equipment which are non-compliant and remove the same.

27.7.            Removal at End of Term. Upon the expiration or earlier termination of this Lease, Tenant shall, at Tenant’s expense, remove the Solar Facility Equipment, repair any damage caused thereby, and restore the roof and other facilities of the Building to their condition existing prior to the installation of the Solar Facility Equipment.

27.8.            Rights Personal. Notwithstanding the foregoing provisions of this Section 27 to the contrary, Tenant’s rights under this Section 27: (i) are personal to the Original Tenant; and (ii) may not be transferred to or used by any person or entity other than the Original Tenant.

28.    OFAC LAWS AND REGULATIONS.

The person(s) who have executed this Lease on behalf of Tenant are duly authorized to do so. Tenant and no individual or entity owning directly or indirectly any interest in Tenant is an individual or entity whose property or interests are subject to being blocked under any of the OFAC Laws and Regulations (as hereinafter defined) or is otherwise in violation of any of the OFAC Laws and Regulations. Tenant shall immediately notify Landlord, in writing, if any individual or entity owning directly or indirectly any interest in Tenant or any director, officer, member, manager or partner of any of such holders is an individual or entity whose property or interests are subject to being blocked under any of the OFAC Laws and Regulations, is otherwise in violation of any of the OFAC Laws and Regulations, or is under investigation by any governmental entity for, or has been charged with, or convicted of, drug trafficking, terrorist-related activities or any violation of anti-money laundering laws, has been assessed civil penalties under these or related laws, or has had funds seized or forfeited in an action under these or related laws. For purposes of this Lease, “OFAC Laws and Regulations” means Executive Order 13224 issued by the President of the United States of America, the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), and the Cuban Assets Control Regulations (Title 31 Part 515 of the U.S. Code of Federal Regulations), and all other present and future federal, state and local laws, ordinances, regulations, policies, lists (including, without limitation, the Specially Designated Nationals and Blocked Persons List) and any other requirements of any governmental authority (including, without limitation, the United States Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist acts and acts of war, each as hereafter supplemented, amended or modified from time to time, and the present and future rules, regulations and guidance documents promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements of other states or localities.

29.    ANTI-CORRUPTION. During the Lease Term:

29.1.            Tenant represents that neither it nor, to its knowledge, after due inquiry, any of its officers, directors, employees, subsidiaries, Affiliates, agents or representatives has offered, promised or given, or will offer, promise or give, to any person, directly or through a third party, anything of value, for the person himself or herself or another person or entity, in order to improperly influence official actions, obtain or retain business, or otherwise secure an improper business advantage.

29.2.            Tenant represents and warrants that Tenant and, to its knowledge, after due inquiry, its respective affiliates, subsidiaries, officers, directors, employees, agents and representatives are and have been in compliance, and will comply strictly throughout the performance of this Lease, with all applicable Anti-Corruption Laws (as defined below) and have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein.

29.3.            Tenant is not now, nor will it be, owned, directly or indirectly, in whole or in part, or controlled by any government or Government Official. For purposes of this paragraph, the term “Government Official” means any officer or employee of a government or government controlled entity, or of a public international organization, or of companies that are partially or wholly-owned or controlled by governments or governmental agencies, or monarchies and royal families, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or official thereof, or candidate for political office.

29.4.            Tenant shall notify Landlord immediately if at any time the foregoing representations and warranties contained in this Section 28 shall not be true and correct. Upon receipt of such notification, Landlord shall have the right to either or both unilaterally terminate this Lease and pursue any other remedies available to it.

29.5.            Tenant shall not be obligated to take any action or omit to take any action that it believes, in good faith, would cause it to be in violation of any Anti-Corruption Laws and/or Anti-Money Laundering Laws (defined below).

29.6.            For the purposes of this Section 28, “Anti-Corruption Laws” means any laws, rules or regulations of any applicable jurisdiction concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act. The term “Anti-Money Laundering Laws” means any laws, rules or regulations, state and federal, criminal and civil, that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; or (ii) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, Pub. L. No. 107-56, and the Money Laundering Control Act of 1986, including the laws relating to prevention and detection of money laundering under 18 U.S.C. §§ 1956-1957.

30.   RULES AND REGULATIONS. Tenant shall comply with all reasonable rules and regulations established by Landlord covering use of the Premises and disclosed to Tenant in writing (the “Rules and Regulations”). Landlord’s current Rules and Regulations are attached hereto as Exhibit C. Any new or modified Rules and Regulations promulgated by Landlord shall not unreasonably interfere or impair Tenant’s use of, access to, or operations in the Premises or otherwise diminish Tenant’s rights or increase Tenant’s obligations under this Lease. In the event that the Rules and Regulations conflict with the express terms of this Lease, the terms of this Lease shall control. Landlord shall not have any liability or obligation for the breach of any Rules or Regulations.

31.     Permitted Dogs. Notwithstanding any provision to the contrary in this Lease, Tenant shall be permitted to bring into the Premises fully-domesticated, fully-vaccinated, trained dogs owned by the officers and/or employees of Tenant as pets (individually and collectively, “Permitted Dogs”), subject to compliance with applicable Laws and the terms and conditions of this Section 31. In no event shall more than five (5) Permitted Dogs be permitted at any one time, nor shall Tenant permit any Dangerous Breeds (as defined below) to enter the Premises, the Building or the Project. For the purposes herein, “Dangerous Breeds” shall mean the following breeds: Pit Bull Terrier, Rottweiler, Boxer, Chow, Presa Canario, German Shepherd, Alaskan Malamute, Husky and Doberman Pinscher. Landlord shall have the right, from time to time, to reasonably modify or add to the definition of Dangerous Breeds to be consistent with definitions commonly used by landlords of the Comparable Projects, or to comply with applicable Laws pertaining to the Premises. All Permitted Dogs shall be strictly controlled at all times and shall not be permitted to foul, damage or otherwise mar any part of the Premises or the Building, or bark excessively or otherwise create a nuisance. The Permitted Dogs shall be on a leash at all times that they are not within the Premises and shall not be allowed in the parking areas or in the common areas, except en route to and from the Premises, or in such areas as may be designated by Landlord from time to time, if any (i.e., any dog run or fenced dog park). Permitted Dogs shall not be allowed to urinate or defecate anywhere within the Premises or the Building. Permitted Dogs shall be guided to public areas or adjacent properties (where permitted) for urination or defecation, and Tenant shall be liable for any violations of public health restrictions made by any Permitted Dogs. Tenant shall be responsible for any additional cleaning costs and all other costs which may arise from the presence of the Permitted Dogs in or on the Premises, and Tenant shall immediately remove any waste, vomit and/or excrement of any Permitted Dogs from the Premises and properly clean the affected area. Upon Landlord’s request at any time, and from time to time, Tenant shall provide Landlord with evidence of all current vaccinations and current flea treatment for Permitted Dogs. In no event shall any of the Permitted Dogs be kept in the Premises overnight. Tenant shall be responsible for, and shall indemnify, defend, protect and hold Landlord and the Landlord Parties harmless from and against any and all claims arising from, resulting from or connected with the acts or presence of the Permitted Dogs in the Premises or Building or (including, without limitation, bodily injury to persons in the Premises or Building or any third party with rights to the Premises or invitee of the Premises). Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord that Tenant’s liability insurance provided pursuant to this Lease covers dog-related injuries and damage. Tenant shall comply with all applicable Laws associated with or governing the presence of the Permitted Dogs within the Premises or the Building or on the Project, and such presence shall not be allowed if it violates the certificate of occupancy for the Building. Notwithstanding the foregoing, Landlord shall have the right at any time to rescind Tenant’s right to have any particular dogs in the Premises (other than seeing eye dogs or other service animals in accordance with the Rules and Regulations and applicable Laws), if Tenant (or any applicable Permitted Dog) is in violation of one or more of the terms and conditions set forth in this Section 31 and fails to cure such violation within two (2) business days of receiving notice thereof from Landlord, Landlord shall have the right at any time to rescind Tenant’s right to have such particular Permitted Dog in the Premises if in Landlord’s reasonable business judgment, such complaints are legitimate and not intended solely to harass or frustrate Tenant’s use and occupancy of the Premises.

[Signature Pages Follow]

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the day and year first above written.

	LANDLORD:

	5801 SECOND STREET, LLC,
	a Delaware limited liability company

	By:	/s/ Nick Siegel
	Name:	Nick Siegel
	Its:	Vice President

Landlord’s Address for Notices:

c/o Bridge Industrial
11100 Santa Monica Blvd., Suite 700
Los Angeles, CA 90025
Attn: [***]
Telephone: [***]
Email: [***]

with a copy to:

Bridge Industrial
444 W. Lake Street, Suite 3125
Chicago, IL 60606
Attention: Legal Department
Email: [***]

Bridge Industrial
11100 Santa Monica Blvd., Suite 700
Los Angeles, CA 90025
Attn: [***]
Email: [***]

Perspective Law Group, P.C.
11100 Santa Monica Blvd., Suite 780
Los Angeles, CA 90025
Attn: [***]
Email: [***]

	TENANT:

	LYMI Inc.,
	a Delaware

	By:	/s/ Hali Borenstein
	Name:	Hali Borenstein
	Its:	CEO

Tenant’s Addresses for Notices:

LYMI Inc.
2263 East Vernon Avenue
Vernon, California 90058

After Commencement Date:

LYMI Inc.
5801 South 2nd Street
Vernon, California 90058

With a copy to:

Procopio, Cory, Hargreaves and Savitch LLP
12544 High Bluff Drive, Suite 400
San Diego, CA 92130
Attn: [***]
Email: [***]

Exhibit A

Legal Description

[INTENTIONALLY OMITTED]

A-1

Exhibit A-1

Outline of Premises

[INTENTIONALLY OMITTED]

A-1-1

Exhibit B

Broom Clean Condition and Repair Requirements

[INTENTIONALLY OMITTED]

B-1

Exhibit C

Rules & Regulations

[INTENTIONALLY OMITTED]

C-1

Exhibit D

Tenant Work Letter

[INTENTIONALLY OMITTED]

D-1

SCHEDULE 1 TO TENANT WORK LETTER

BASE BUILDING WORK

[INTENTIONALLY OMITTED]

D-2

Exhibit E

CONFIRMATION OF COMMENCEMENT DATE

[INTENTIONALLY OMITTED]

E-1

Exhibit F

TENANT CONTACT INFORMATION

[INTENTIONALLY OMITTED]

F-1

Exhibit G

TENANT OPERATIONS INQUIRY

[INTENTIONALLY OMITTED]

G-1

Exhibit H

FORM OF LETTER OF CREDIT

[INTENTIONALLY OMITTED]

H-1

SCHEDULE 25.22.5
Tenant Fit-Out Guide

[INTENTIONALLY OMITTED]

SCHEDULE 25.22.5

	REF TOPCO, INC.

	By:	/s/ Hali Borenstein
	Name: Hali Borenstein
	Title: Chief Executive Officer

ARTICLE I OFFICES

Section 1.1	Registered Office	1
Section 1.2	Other Offices	1

ARTICLE II MEETINGS OF STOCKHOLDERS

Section 2.1	Place of Meetings	1
Section 2.2	Annual Meetings	1
Section 2.3	Special Meetings	1
Section 2.4	Notice	1
Section 2.5	Adjournments	2
Section 2.6	Quorum	2
Section 2.7	Voting	2
Section 2.8	Proxies	2
Section 2.9	Consent of Stockholders in Lieu of Meeting	3
Section 2.10	List of Stockholders Entitled to Vote	4
Section 2.11	Record Date	4
Section 2.12	Stock Ledger	5
Section 2.13	Conduct of Meetings	5

ARTICLE III DIRECTORS

Section 3.1	Number and Election of Directors	6
Section 3.2	Vacancies	6
Section 3.3	Duties and Powers	6
Section 3.4	Meetings	6
Section 3.5	Organization	7
Section 3.6	Resignations and Removals of Directors	7
Section 3.7	Quorum	7
Section 3.8	Actions of the Board by Written Consent	7
Section 3.9	Meetings by Means of Conference Telephone	8
Section 3.10	Committees	8
Section 3.11	Compensation	8
Section 3.12	Interested Directors	8

ARTICLE IV OFFICERS

Section 4.1	General	9
Section 4.2	Election	9
Section 4.3	Voting Securities Owned by the Corporation	9
Section 4.4	Chairman of the Board of Directors	10
Section 4.5	President	10
Section 4.6	Vice Presidents	10
Section 4.7	Secretary	10
Section 4.8	Treasurer	11
Section 4.9	Assistant Secretaries	11
Section 4.10	Other Officers	11

ARTICLE V STOCK

Section 5.1	Shares of Stock	11
Section 5.2	Lost Certificates	11
Section 5.3	Transfers	12
Section 5.4	Dividend Record Date	12
Section 5.5	Record Owners	12
Section 5.6	Transfer and Registry Agents	12
Section 5.7	Fractional Shares	12

ARTICLE VI NOTICES

Section 6.1	Notices	13
Section 6.2	Waivers of Notice	13

ARTICLE VII GENERAL PROVISIONS

Section 7.1	Dividends	14
Section 7.2	Disbursements	14
Section 7.3	Fiscal Year	14

ARTICLE VIII INDEMNIFICATION

Section 8.1	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	14
Section 8.2	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	15
Section 8.3	Authorization of Indemnification	15
Section 8.4	Good Faith Defined	15
Section 8.5	Indemnification by a Court	16
Section 8.6	Expenses Payable in Advance	16
Section 8.7	Nonexclusivity of Indemnification and Advancement of Expenses	16
Section 8.8	Insurance	17
Section 8.9	Certain Definitions	17

Section 8.10	Survival of Indemnification and Advancement of Expenses	17
Section 8.11	Limitation on Indemnification	17
Section 8.12	Indemnification of Employees and Agents	17

ARTICLE IX AMENDMENTS

Section 9.1	Amendments	18
Section 9.2	Entire Board of Directors	18

LYMI INC.,
as Borrower and as a Grantor

By:	/s/ Joshua Moore
	Name:	Joshua Moore
	Title:	Chief Financial Officer

REF HOLDINGS, INC.,
as Holdings, as a Loan Guarantor and as a Grantor

By:	/s/ Joshua Moore
	Name:	Joshua Moore
	Title:	Vice President and Treasurer

BIG LADY LLC,
as a Loan Guarantor and as a Grantor

By:	/s/ Joshua Moore
	Name:	Joshua Moore
	Title:	Treasurer

HEY BUI LLC,
as a Loan Guarantor and as a Grantor

By:	/s/ Joshua Moore
	Name:	Joshua Moore
	Title:	Treasurer

UNICORN KISS LLC,
as a Loan Guarantor and as a Grantor

By:	/s/ Joshua Moore
	Name:	Joshua Moore
	Title:	Treasurer

REFORMATION MADISON LLC,
as a Loan Guarantor and as a Grantor

By:	/s/ Joshua Moore
	Name:	Joshua Moore
	Title:	Treasurer

	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent, Collateral Agent, 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Initial Term Lender, Revolving Lender, Issuing Bank and Swing Line Lender

	By:	/s/ Erica Ashby
	Name:	Erica Ashby
	Title:	Authorized Signer

	CITIBANK, N.A.,
	as 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Initial Term Lender and Revolving Lender

	By:	/s/ Martina Ciarrocchi
	Name:	Martina Ciarrocchi
	Title:	Senior Vice President

	MORGAN STANLEY SENIOR FUNDING, INC.,
	as 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Initial Term Lender and Revolving Lender

	By:	/s/ Michael King
	Name:	Michael King
	Title:	Vice President

	ROYAL BANK OF CANADA,
	as 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Initial Term Lender and Revolving Lender

	By:	/s/ Jennifer Xu
	Name:	Jennifer Xu
	Title:	Authorized Signatory

2026 Initial Term Lender	2026 Initial Term Loan Commitments		Applicable Percentage
JPMorgan Chase Bank, N.A.	$	16,956,521.74		32.6	%
Citibank, N.A.	$	11,304,347.83		21.7	%
Morgan Stanley Senior Funding, Inc.	$	5,652,173.91		10.9	%
Royal Bank of Canada	$	18,086,956.52		34.8	%
TOTAL	$	52,000,000		100.00	%

2026 Initial Delayed Draw Term Lender	2026 Initial Delayed Draw Term Commitments		Applicable Percentage
JPMorgan Chase Bank, N.A.	$	13,043,478.26		32.6	%
Citibank, N.A.	$	8,695,652.17		21.7	%
Morgan Stanley Senior Funding, Inc.	$	4,347,826.09		10.9	%
Royal Bank of Canada	$	13,913,043.48		34.8	%
TOTAL	$	40,000,000		100.00	%

“Attachments”	Means the documents attached to this LSA.
“Affiliate”	Means any corporation or other entity directly or indirectly controlling a party, directly or indirectly controlled by a party or under common control with a party to this LSA. “Control” for the purposes of this definition shall mean ownership of more than 50% of the shares or power to appoint more than 50% of the Directors or equivalent power over the management of the entity. Upon one party’s request the other party undertakes to promptly verify its Affiliates by providing the other party adequate information in writing;
“Confidential Information”	Means all information, of whatever nature, whatever form, whether or not marked as confidential, which has or will come into the possession or knowledge of the other party, or its Affiliates, or its employees, or independent contractors, in connection with or as a result of entering into this LSA.
“Effective Date”	Means the date the LSA enters into effect which is set at January 1^st, 2023;

“Goods”	Mean any or all physical products, component parts or spare parts manufactured or marketed by CUSTOMER, its Affiliates or third parties that are subject of the Services;
“Premises”	Means the CEVA warehousing and distribution centre situated at CEVA The Hague, Netherlands where the Goods are stored and/or the Services are performed;
“GO-LIVE Date”	Means the start date of full operational scope of Services as defined in Attachment 1a and Attachment 1b of the LSA which is set at April 12, 2023;
“Stowage”	Means the storing, packing, securing or arranging of the Goods in a vessel of transportation, in such a manner as to protect the Goods from friction, bruising or damage and to ensure the safety and stability of the vessel;
“Term”	Means the term of this LSA as defined in article 6.1 of this LSA.

For and on behalf of,		For and on behalf of,
CEVA Logistics Netherlands B.V.		LYMI Inc. d/b/a Reformation


By:	/s/ Willen Veekens	By:	/s/ Ivan Tchakarov

Name: Willem Veekens		Name: Ivan Tchakarov
Title: Managing director		Title: Chief Operating Officer


By:	/s/ Bouke Laskewitz	By:	/s/ Jennifer MacLellan

Name: Bouke Laskewitz		Name: Jennifer MacLellan
Title: Director		Title: Chief Financial Officer

Subsidiary name		Jurisdiction of incorporation
Ref Holdings, Inc.		Delaware, United States
LYMI Inc.		Delaware, United States
Big Lady LLC		California, United States
Hey Bui LLC		California, United States
Unicorn Kiss LLC		New York, United States
Reformation Madison LLC		New York, United States
Reformation Brand Canada Inc.		British Columbia, Canada
Reformation UK Ltd.		United Kingdom