Material Agreement Form 8 K

On November 22, 2024, Parent, Merger Sub, the Company (upon the consummation of the Merger, the "Borrower"), certain financial institutions party thereto (collectively, the "Lenders") and U.S. Bank National Association, as administrative agent, lender under a swing line of credit and issuer of letters of credit, entered into a Credit Agreement (the "Credit Agreement"), pursuant to which the Lenders committed to provide, on the terms and subject to the conditions set forth in the Credit Agreement, senior secured credit facilities consisting of a revolving line of credit of up to $60,000,000 (only $35 million of which may be drawn on the Closing Date) and a term loan of $125,000,000. The proceeds of the revolving credit facility and the term loan will be utilized to pay a portion of the consideration for the Merger, to pay certain fees and expenses in connection with the credit facility and the transactions relating to the Merger, to refinance the existing indebtedness of the Borrower and its subsidiaries and to satisfy the ongoing working capital needs of the Borrower and its subsidiaries.

Interest on the loans will be payable at the rate equal to Adjusted Term SOFR (Term SOFR plus a credit adjustment spread of 0.10%) plus the applicable Term SOFR Margin set forth below, which shall be determined based upon the Net Leverage Ratio, or the Base Rate (determined using the prime rate of U.S. Bank National Association), plus the applicable Base Rate Margin set forth below determined based upon Net Leverage Ratio.

The loans will be guaranteed on a joint and several basis by Parent and all of the existing and future direct and indirect material domestic subsidiaries of Parent after giving effect to the Merger. The loans will be secured by a first-priority security interest, subject to permitted liens and other agreed upon exceptions, on substantially all of the assets of Parent, and each subsidiary guarantor, including the pledge of all equity interests (other than any equity interest in UNIS Document Solutions Co, Ltd and its subsidiary).

The loans under the Credit Agreement mature on November 22, 2029. The revolving loans are repayable on the maturity date. The term loan is repayable in quarterly installments equal to 1.25% of the principal amount of the term loan. The Borrower is required to prepay the loans on an annual basis in an amount equal to a percentage (determined based upon the net leverage for such fiscal year) of excess cash flow.

The Credit Agreement also contains reporting requirements, events of default and other customary covenants (including affirmative, negative and financial covenants) and mandatory prepayment provisions.

The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement, which is attached as exhibit 10.1 hereto.