Material Agreement Form 8 K

Priority Senior Secured Credit Agreement

On August 23, 2024, the Company entered into a priority credit agreement that provides for a new senior secured term loan credit facility (the "Priority Credit Agreement") with Lynrock as lender (the Priority Credit Agreement, together with the Notes and the Credit Agreement, the "Debt Agreements"). The Priority Credit Agreement is secured by a first priority lien on the Collateral, ranking senior in priority over the existing security interests securing the obligations under the Credit Agreement and the Notes, provides for term loans in the aggregate principal amount of $9,146,000 (less an upfront fee to the lender of 18%, yielding $7,500,000 of net cash proceeds to be used for working capital purposes), which bear interest at a rate of 19.5% per annum, payable monthly and is guaranteed by each of the Company's domestic subsidiaries. The terms of the Priority Credit Agreement are substantially similar to those of the Credit Agreement. The maturity date of the Priority Credit Agreement is February 23, 2025. In connection therewith, the Company has entered into a priority lien intercreditor agreement (the "Priority Intercreditor Agreement"), dated as of August 23, 2024, among Lynrock (in its capacity as lender under each of the Priority Credit Agreement and the Credit Agreement) and U.S. Bank Trust Company, National Association as the Notes Collateral Agent, the Company and the subsidiary guarantors of the company party thereto, which Priority Intercreditor Agreement subordinates the existing security interests securing the obligations under the Credit Agreement and the Notes to the security interests securing the obligations under the Priority Credit Agreement.

Supplemental Indenture

In connection with the consummation of the Priority Intercreditor Agreement, the Company, the Guarantors, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Notes Collateral Agent"), entered into the First Supplemental Indenture, dated as of August 23, 2024 (the "First Supplemental Indenture"), to the Indenture and First Amendment to the Collateral Agreement, dated as of November 14, 2023, between the Company, the Guarantors, the Trustee and the Notes Collateral Agent (the "Base Indenture"), relating to the Notes and the Collateral Agreement, dated as of November 14, 2024, between the Company, the subsidiary grantors thereto and the Note Collateral Agent, relating to the Collateral and the Notes.

The First Supplemental Indenture, among other things, provides that the Notes Collateral Agent is authorized, directed and instructed by the Company to execute and deliver the Priority Intercreditor Agreement and incorporates the concepts of the Priority Credit Agreement, Priority Intercreditor Agreement and the subordination of the secured obligations under the Notes to the secured obligations under the Priority Credit Agreement into the Base Indenture.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the First Supplemental Indenture. The First Supplemental Indenture is included as Exhibit 4.1 to this Current Report on Form 8-Kand is incorporated herein by reference.