Material Agreement Form 8 K

On April 17, 2023, ATI Physical Therapy, Inc. (the "Company") entered into a Second Lien Note Purchase Agreement, by and among the Company, Wilco Holdco, Inc. ("Wilco"), Wilco Intermediate Holdings, Inc. ("Holdings"), ATI Holdings Acquisition, Inc. ("Opco"), the purchasers from time to time party thereto (the "Purchasers") and Wilmington Savings Fund Society, FSB, as purchaser representative (the "Purchaser Representative") (as amended by that certain First Amendment to Note Purchase Agreement, dated as of June 15, 2023, the "Original Note Purchase Agreement"), pursuant to which the Company issued to certain Purchasers second lien PIK convertible notes in an initial aggregate principal amount of $103.3 million.

On October 2, 2024 (the "Closing Date"), the Company, Wilco, Holdings, Opco, the subsidiary guarantors party thereto, the Purchasers party thereto (in such capacity, the "Second Amendment Purchasers") and the Purchaser Representative, entered into the Second Amendment to Note Purchase Agreement (the "Amendment" and together with the Original Note Purchase Agreement, the "Note Purchase Agreement"), pursuant to which the Company issued the Second Amendment Purchasers new second lien PIK notes in aggregate principal amount of $10.5 million (the "Second Amendment Delayed Draw Notes").

The Second Amendment Delayed Draw Notes were funded on the Closing Date. The Second Amendment Delayed Draw Notes will mature on August 24, 2028 and will bear interest at a rate of 17% per annum, payable quarterly in-kind in the form of additional Second Amendment Delayed Draw Notes by capitalizing the amount of such interest on the outstanding principal balance of the Second Amendment Delayed Draw Notes in arrears on each interest payment date. The Second Amendment Delayed Draw Notes are not convertible into stock of the Company.

The foregoing descriptions of the Note Purchase Agreement and the Second Amendment Delayed Draw Notes do not purport to be complete and are qualified in their entirety by reference to the Note Purchase Agreement and Form of Second Amendment Delayed Draw Note, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.