Transaction Support Agreement, dated as of October 20, 2022, among Diebold Nixdorf, Incorporated, certain of its subsidiaries and the Initial Consenting Holders identified therein

Exhibit 10.1

TRANSACTION SUPPORT AGREEMENT

This Transaction Support Agreement (together with the exhibits and attachments hereto, including the Term Sheet (as defined below) as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 20, 2022 (the “Execution Date”), is entered into by and among:

This Agreement collectively refers to the Company Parties and the Consenting Parties signatory hereto as the “Parties” and each individually as a “Party.”

RECITALS

WHEREAS, the Parties have, in good faith and at arm’s length, negotiated or been apprised of the terms of the transactions contemplated in the term sheet attached as Exhibit A hereto (together with the exhibits and attachments hereto, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Term Sheet”) and have agreed to support and pursue the Transactions (as defined herein) in accordance with and subject to the terms and conditions set forth herein; and

WHEREAS, this Agreement sets forth the agreement among the Parties concerning their respective commitments, subject to the terms and conditions hereof, to support and implement the Transactions.

NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows:

AGREEMENT

1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Term Sheet or as otherwise expressly set forth herein. The following terms used in this Agreement are defined as:

“2024 Consent Solicitation and Exchange Offer” shall have the meaning set forth in the Term Sheet.

“2024 Notes” shall have the meaning set forth in the Term Sheet.

“2024 Offering Memorandum” means that certain Exchange Offering Memorandum and Solicitation of Consents related to the 2024 Consent Solicitation and Exchange Offer.

“2025 Consent Solicitation” shall have the meaning set forth in the Term Sheet.

“2025 Euro Notes” means the notes issued under the Existing Euro 2025 Indenture.

“2025 Notes” means, collectively, the 2025 Euro Notes and the 2025 U.S. Notes.

“2025 Supplemental Indentures” shall have the meaning set forth in the Term Sheet.

“2025 U.S. Notes” means the notes issued under the Existing U.S. 2025 Indenture.

“Ad Hoc Group” means the ad hoc group of holders of Existing Debt represented by the Ad Hoc Group Advisors.

“Ad Hoc Group Advisors” means, collectively, Davis Polk, Houlihan Lokey Capital, Inc., Ashurst LLP, and counsel to be selected by the Majority Consenting Parties in each Specified Jurisdiction (as defined in the Term Sheet); provided that, so long as an actual conflict of interest exists, the Term Loan Group and Ad Hoc Group may engage separate counsel in each Specified Jurisdiction where such conflict of interest exists.

“Ad Hoc Group Steering Committee” means those certain members of the ad hoc group of holders of Existing Debt represented by the Ad Hoc Group Advisors set forth on Exhibit D hereto.

“Ad Hoc Group Termination Event” has the meaning given to such term in Section 7(a) hereof.

“Additional Consenting Parties” has the meaning set forth in Section 27 hereof.

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“Advisors” means, collectively, the Ad Hoc Group Advisors and the Term Loan Group Advisors.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person. For the avoidance of doubt, Parties with investments managed by separate Persons shall be deemed to be Affiliates of one another if the Persons who manage their investments are themselves under common control.

“Agreement” has the meaning set forth in the preamble hereof.

“Agreement Effective Date” has the meaning set forth in Section 3 hereof.

“Alternative Transaction” means any dissolution, winding up, liquidation, receivership, assignment for the benefit of creditors, restructuring, reorganization, workout, material amendment, exchange, extension, sale, disposition, merger, amalgamation, acquisition, consolidation, partnership, plan of arrangement, plan of reorganization, plan of liquidation, investment, debt investment, equity investment, tender offer, refinancing, recapitalization, share exchange, business combination, joint venture or similar transaction involving all or a material portion of the assets, debt or equity of the Company Parties and their respective subsidiaries (taken as a whole), that is not consistent with, or an alternative to, the Transactions.

“Amendments” shall have the meaning set forth in the Term Sheet.

“Automatic Termination Event” has the meaning set forth in Section 7(e) hereof.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended from time to time.

“Business Day” means any day other than a Saturday, Sunday, or any other day on which banks in New York, New York are authorized or required by law to close.

“Claim” means (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed undisputed, secured, or unsecured, each as set forth in section 101(5) of the Bankruptcy Code.

“Closing Date” shall mean the date of the satisfaction (or waiver, if applicable) of the closing conditions set forth in the Definitive Documents and the consummation of the Transactions, including the funding of the Superpriority Facility.

“Commencement Date” means the date that is twenty (20) Business Days after the Execution Date or such later date acceptable to the Company and the Majority Consenting Parties.

“Commitment Notice” has the meaning set forth in Section 6(c) hereof.

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“Commitment Parties” means the Consenting Parties set forth on Exhibit B hereto (as updated and replaced in accordance with Section 6(c)).

“Company” has the meaning set forth in the preamble hereof.

“Company Parties” has the meaning set forth in the preamble hereof.

“Company Released Claims” has the meaning set forth in Section 10(a).

“Company Released Party” means each of: (a) the Company Parties and each of their Affiliates; (b) the predecessors, successors, and assigns of each of the foregoing; and (c) the current and former officers, directors, members, managers, partners, employees, shareholders, advisors, agents, professionals, attorneys, financial advisors, and other representatives of each of the foregoing, in each case in their capacity as such.

“Company Termination Event” has the meaning given to such term in Section 7(c) hereof.

“Consenting Parties” means, subject to footnote 1 hereof, collectively, (a) the undersigned holders of Existing Debt and (b) in their capacity as such, the undersigned investment advisors, sub-advisors, or managers (together with their respective successors and permitted assigns) of discretionary accounts or other beneficial owners that hold Existing Debt, which such accounts or beneficial owners such investment advisors, sub-advisors, or managers have authority to bind, and by executing this Agreement do thereby bind, to the terms of this Agreement (including, for the avoidance of doubt, the Additional Consenting Parties).

“Consenting Party Released Claims” has the meaning given to such term in Section 10(b) hereof.

“Control” (including the terms “controlling,” “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Davis Polk” means Davis Polk & Wardwell LLP.

“Diebold Industry” means the industries in which the Company Parties and their subsidiaries operate.

“Definitive Documents” means (a) the credit agreement for the Superpriority Facility (or indenture if structured in the form of notes), (b) the credit agreement for the ABL Facility (as defined in the Term Sheet), (c) the credit agreement for the New Term Loans (as defined in the Term Sheet), (d) the indenture for the New 2L Notes (as defined in the Term Sheet), (e) the Amendments, (f) any security or collateral documents entered into in connection with the Transactions, (g) the Intercreditor Agreements, (h) securities offering or exchange offer documents in connection with the Transactions, (i) consent solicitation statements or other solicitation

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materials, including related notices, ballots, or other election forms used in connection with the Transactions, (j) the Warrant Agreement (as defined in the Term Sheet) and (k) all other ancillary and related documents, schedules, exhibits, addenda and instruments entered into in connection with the Transactions.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Execution Date” has the meaning set forth in the preamble hereof.

“Existing 2024 Indenture” shall have the meaning set forth in the Term Sheet.

“Existing 2025 Indentures” shall have the meaning set forth in the Term Sheet.

“Existing Agent” means the administrative agent under the Existing Credit Agreement.

“Existing Credit Agreement” shall have the meaning set forth in the Term Sheet.

“Existing Debt” means the Existing Revolver Exposure, the Existing Term Loans, the 2025 Notes and the 2024 Notes.

“Existing Documents” means, collectively, the Existing Credit Agreement, the Existing 2025 Indentures, the Existing 2024 Indenture and all documents and agreements (including amendments and/or supplemental indentures) related thereto.

“Existing Euro 2025 Indenture” shall have the meaning set forth in the Term Sheet.

“Existing Revolver Exposure” shall have the meaning set forth in the Term Sheet.

“Existing Term Loans” shall have the meaning set forth in the Term Sheet.

“Existing Trustees” means the trustees under the Existing 2025 Indentures and the Existing 2024 Indenture, or any successor to any such Existing Trustee that has replaced it in accordance with the applicable provisions of the applicable indenture.

“Existing U.S. 2025 Indenture” shall have the meaning set forth in the Term Sheet.

“Gibson Dunn” means Gibson, Dunn & Crutcher LLP.

“Indemnification Obligations” has the meaning set forth in Section 11(a) hereof.

“Indemnified Party” has the meaning set forth in Section 11(a) hereof.

“Initial Eligible Consenting Parties” has the meaning set forth in Section 6(a) hereof.

“Intercreditor Agreements” has the meaning set forth in the Term Sheet.

“Losses” has the meaning set forth in Section 11(a) hereof.

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“Majority Ad Hoc Parties” means the members of the Ad Hoc Group holding a majority, in the aggregate, of the aggregate principal amount of the Specified Debt held by the Ad Hoc Group at the applicable time.

“Majority Consenting Parties” means the Initial Eligible Consenting Parties holding a majority of the principal amount of each tranche of (i) the Existing Term Loans, (ii) the 2025 Notes and (iii) the 2024 Notes, in each case held by the Initial Eligible Consenting Parties at the applicable time. For the avoidance of doubt, the test for Majority Consenting Parties is only satisfied if each of subsections (i)-(iii) of the immediately preceding sentence, tested separately for each tranche, is satisfied.

“Majority Term Loan Parties” means the members of the Term Loan Group holding a majority, in the aggregate, of the aggregate principal amount of the Specified Debt held by the Term Loan Group at the applicable time.

“Market Capitalization” shall mean an amount equal to (a) the total number of shares of issued and outstanding common stock of the Company at the close of trading on the trading day prior to the Closing Date multiplied by (b) the arithmetic mean of the per share volume weighted average price as displayed under the heading “Bloomberg VWAP” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on each such trading day as reported during the thirty (30) consecutive trading day-period ending on the trading day immediately preceding the Closing Date.²

“Material Adverse Effect” means (i) an effect, event, change, occurrence or circumstance that is materially adverse to the business, results of operations or financial condition of the Company and its subsidiaries taken as a whole or (ii) a material and adverse effect on the ability of the Company to consummate the Transactions; provided, however, that no effect, event, change, occurrence or circumstance arising or resulting from any of the following, either alone or in combination, shall constitute a Material Adverse Effect: (a) operating, business, regulatory, political or other conditions in the Diebold Industry in the United States, Germany or elsewhere in the world; (b) general economic conditions, including changes in the credit, debt, financial or capital markets (including changes in interest or exchange rates), in each case, in the United States, Germany or anywhere else in the world; (c) earthquakes, floods, hurricanes, tornadoes, natural disasters or other acts of nature, acts of war (whether or not declared), civil disobedience, sabotage, terrorism, military actions, hostilities or the escalation of any of the foregoing, whether perpetrated or encouraged by a state or non-state actor or actors, including cyberattacks, any outbreak of illness or other public health event, whether or not caused by any Person (other than the Company Parties or their subsidiaries); (d) the negotiation, execution, announcement or performance of this

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Agreement or the consummation of the Transactions contemplated hereby, including the impact thereof on relationships, contractual or otherwise, with, or actual or potential loss or impairment of, clients, customers, suppliers, distributors, partners, financing sources, employees and/or independent contractors and/or on revenue, profitability and/or cash flows; (e) any change in laws or GAAP or other applicable accounting rules, or the interpretation thereof; and (f) any actions taken or not taken by the Company Parties or any of their subsidiaries pursuant to this Agreement or permitted under this Agreement or with consent pursuant to the terms of this Agreement; provided, however, that in the case of the foregoing clauses (a), (b), (c) and (e), only to the extent such effects, events, changes, occurrences or circumstances do not materially disproportionately impact the Company and its subsidiaries, taken as a whole, as compared to other Persons operating in the Diebold Industry.

“Mutual Termination Event” has the meaning set forth in Section 7(d) hereof.

“Open Trade” means a transaction, agreement, or other arrangement, whether done through an oral or written confirmation, under which a Party to this Agreement is entitled or obligated to Transfer or receive a Transfer of any 2024 Notes, 2025 Notes, Existing Term Loans, and/or 2023 Revolving Credit Loans, with a trade date on or prior to the applicable date of determination.

“Other Eligible Consenting Parties” has the meaning set forth in Section 6(b) hereof.

“Other Released Party” means each of: (a) the Consenting Parties and each of their Affiliates; (b) the predecessors, successors, and assigns of each of the foregoing, and (c) the current and former officers, directors, members, managers, partners, employees, shareholders, advisors, agents, professionals, attorneys, financial advisors, and other representatives of each of the foregoing, in each case in their capacity as such.

“Party” or “Parties” has the meaning set forth in the preamble hereof.

“Permitted Transferee” has the meaning set forth in Section 8(a) hereof.

“Person” means an individual, partnership, joint venture, limited liability company, corporation, trust, unincorporated organization, group, or any other legal entity or association.

“Public Disclosure” has the meaning set forth in Section 24 hereof.

“Record Date” has the meaning set forth in Section 6(b) hereof.

“Revolver Exchange” shall have the meaning set forth in the Term Sheet.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Specified Debt” shall mean, collectively, Existing Term Loans, 2025 Notes and 2024 Notes.

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“Strategic Transaction” means any sale, disposition, merger, amalgamation, acquisition, consolidation, partnership, business combination, joint venture or similar transaction involving all or a material portion of the assets, debt or equity of the Company Parties and their respective subsidiaries (taken as a whole) that, in each case, provides for the payment at par in full in cash of the Existing Debt.

“Structuring Premium” has the meaning set forth in Section 6(g) hereof.

“Structuring Parties” means those certain Consenting Parties set forth on Exhibit C hereto.

“Structuring Premium Amount” has the meaning set forth in Section 6(g) hereof.

“Sullivan & Cromwell” means Sullivan & Cromwell LLP.

“Superpriority Commitment” means the commitments of the Commitment Parties set forth on Exhibit B hereto (as updated and replaced in accordance with Section 6(c)) to fund the Superpriority Facility and Superpriority Loans on the Closing Date, subject to the terms and conditions of this Agreement.

“Superpriority Facility” has the meaning set forth in the Term Sheet.

“Superpriority Loans” has the meaning set forth in the Term Sheet.

“Term Loan Exchange” shall have the meaning set forth in the Term Sheet.

“Term Loan Group” means the ad hoc group of holders of Existing Debt represented by the Term Loan Group Advisors.

“Term Loan Group Advisors” means, collectively, Gibson Dunn, PJT Partners Inc., and counsel to be selected by the Majority Consenting Parties in each Specified Jurisdiction (as defined in the Term Sheet); provided that, so long as an actual conflict of interest exists, the Term Loan Group and Ad Hoc Group may engage separate counsel in each Specified Jurisdiction where such conflict of interest exists.

“Term Loan Group Termination Event” has the meaning set forth in Section 7(b) hereof.

“Term Sheet” has the meaning set forth in the recitals hereof.

“Termination Date” has the meaning set forth in Section 7(f) hereof.

“Termination Event” means any of an Ad Hoc Group Termination Event, a Term Loan Group Termination Event, a Company Termination Event, a Mutual Termination Event, or an Automatic Termination Event.

“Transactions” means the transactions as described in this Agreement including, without limitation, the Revolver Exchange, the Term Loan Exchange, the 2025 Consent Solicitation, the

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2024 Consent Solicitation and Exchange Offer, entry into the Amendments, and all other transactions contemplated by the foregoing documents.

“Transfer” or “Transferred” has the meaning set forth in Section 8(a) hereof.

“Transferor” has the meaning set forth in Section 8(a) hereof.

2. Definitive Documents; Incorporation by Reference.

(a) The Definitive Documents remain subject to negotiation and completion. Except as otherwise set forth in this Agreement, the Definitive Documents shall be consistent in all respects with the terms set forth in this Agreement and shall otherwise be reasonably acceptable in form and substance to (1) the Company and (2) the Majority Consenting Parties; provided that from and after the Closing Date, the Indemnification Obligations in favor of any Consenting Party that becomes a “Lender” under the Superpriority Facility shall constitute “Obligations” as such term is used in the Superpriority Facility. Upon negotiation and completion of the Definitive Documents, the Definitive Documents and every other document, deed, agreement, indenture, filing, notification, letter or instrument related to the Transactions shall contain terms, conditions, representations, warranties and covenants consistent with the terms of this Agreement.

(b) The exhibits hereto are fully incorporated by reference herein and are made a part of this Agreement as if fully set forth herein, and all references to this Agreement shall include and incorporate all exhibits hereto; provided, however, that (i) to the extent that there is a conflict between this Agreement (excluding the Term Sheet), on the one hand, and the Term Sheet, on the other hand, the terms and provisions of the Term Sheet shall govern and, (ii) to the extent that there is a conflict between the Term Sheet, on the one hand, and any of the Definitive Documents, on the other hand, the terms and provisions of any such Definitive Document shall govern. Neither this Agreement nor any provision hereof may be modified, waived, amended, or supplemented, except in accordance with Section 16 hereof.

3. Agreement Effective Date. This Agreement shall become effective upon the occurrence of each of the following events (the date on which such events occur, the “Agreement Effective Date”):

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4. Commitments of the Company Parties. Subject to the terms and conditions of this Agreement, each Company Party agrees that it shall (and shall cause each of its direct and indirect subsidiaries to), so long as no Termination Event has occurred:

(a) support and take all commercially reasonable actions necessary to facilitate the implementation and consummation of the Transactions, including, without limitation, (i) taking all actions to support and complete the Transactions and all other actions contemplated in connection therewith and under the Definitive Documents, (ii) obtaining any and all required governmental, regulatory and/or third-party approvals or consents for the implementation and consummation of the Transactions, (iii) refraining from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement or the Definitive Documents, and (iv) seeking additional support for the Transactions to the extent reasonably prudent;

(b) (i) not directly or indirectly negotiate, enter into, issue, incur, arrange, participate in or consent to any credit facility, bond issuance or other financing, rights offering or issuance of debt or equity securities or (ii) undertake or otherwise support or participate in any reorganization, merger, consolidation, business combination or other recapitalization or debt restructuring (whether through a judicial process or otherwise) other than in the ordinary course of business or in connection with the Transactions;

(c) on the Closing Date, effectuate the Revolver Exchange in accordance with the provisions of this Agreement;

(d) on the Closing Date, effectuate the Term Loan Exchange in accordance with the provisions of this Agreement, and enter into the Existing Credit Agreement Amendment;

(e) on or prior to the Commencement Date, distribute the documents for the 2025 Consent Solicitation to the holders of the 2025 Notes in accordance with the provisions of the related consent solicitation statements, this Agreement and applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC thereunder and, on the Closing Date, enter into the 2025 Supplemental Indentures;

(f) on or prior to the Commencement Date, distribute the documents for the 2024 Consent Solicitation and Exchange Offer to the holders of the 2024 Notes and, on the Closing Date, (i) issue, in exchange for the tendered 2024 Notes, the New 2L Notes and the Warrants (as defined in the Term Sheet), and to cancel such tendered 2024 Notes, and (ii) enter into the 2024 Supplemental Indenture, in each case in accordance with the provisions of this Agreement, the

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2024 Offering Memorandum and applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC thereunder;

(g) not purchase or exchange, or offer to purchase or exchange, any Existing Debt, or solicit consents to any material amendments, modifications or supplements to the Existing Documents (other than an amendment to, or waiver of, a financial or reporting covenant included in the Existing Credit Agreement, unless such amendment or waiver requires the Company to provide value in exchange for such amendment or waiver that is not acceptable to the Majority Consenting Parties) or any related guarantees, security documents, intercreditor agreements or ancillary documents (other than, in each case, as contemplated by this Agreement);

(h) negotiate in good faith the Definitive Documents with the respective Parties thereto and execute and deliver each Definitive Document to which it is to be a party and consummate the Transactions, in each case as promptly as reasonably practicable;

(i) promptly provide a Consenting Party with any documentation or information that is reasonably requested by such Consenting Party or is reasonably necessary to consummate the Transactions, including “know your customer” and like materials, which documentation and information shall be subject to any confidentiality restrictions to which the Consenting Party may be subject;

(j) (i) no later than five (5) Business Days following the date hereof, the Company Parties shall pay all invoiced unpaid fees, costs, and out-of-pocket expenses of the Advisors; and (ii) promptly pay when due all the reasonable and documented and invoiced fees, costs, and out-of-pocket expenses of the Advisors in accordance with their respective engagement letters and/or fee letters entered into with the Company (if any);³

(k) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions, support and take all steps reasonably necessary or desirable to address any such impediment, including notifying the Advisors of any material governmental or third-party complaints, litigations, investigations or hearings related to the Transactions;

(l) conduct its business in the ordinary course substantially consistent with past practice and in light of then-current market conditions, and use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations required to operate its business, (iii) preserve relationships with its customers, suppliers and others having material business relationships with it, and (iv) maintain its good standing under the laws of the state or other jurisdictions in which they are incorporated or organized. Without limiting the generality of the foregoing, except as expressly contemplated by

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this Agreement, each Company Party shall not (and shall cause each of its direct and indirect subsidiaries not to):

(i) amend its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise);

(ii) split, combine or reclassify any shares of capital stock of any Company Party or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the capital stock of any Company Party, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Company Party securities (other than pursuant to an agreement in effect as of the date hereof pursuant to the Company Parties’ executive compensation plans);

(iii) issue, deliver or sell, or authorize the issuance, delivery or sale of, any Company Party securities or amend any term of any Company Party security (in each case, whether by merger, consolidation or otherwise);

(iv) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than in the ordinary course of business substantially consistent with past practice and permitted under the Existing Documents;

(v) sell, lease or otherwise transfer, or create or incur any lien on, any of the Company’s assets, securities, properties, interests or businesses, other than in the ordinary course of business, consistent with past practice and permitted under the Existing Documents;

(vi) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business substantially consistent with past practice;

(vii) make any payment in satisfaction of any existing funded indebtedness other than regularly scheduled payments of interest and principal;

(viii) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof (other than with respect to the Existing Debt), other than in the ordinary course of business substantially consistent with past practice and permitted under the Existing Documents;

(ix) seek, solicit, support, formulate, entertain, encourage, engage in any inquiries or discussions concerning, or enter into any agreements relating to, any Alternative Transaction, and if the Company receives an unsolicited bona fide proposal or expression of interest in undertaking an Alternative Transaction, the Company will, within 24 hours of the receipt of such proposal or expression of interests, notify the Advisors of the receipt thereof, with such notice to include the material terms thereof, including the identity of the Person or group of Persons involved in making such proposal;

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(x) enter into any agreement or arrangement that limits or otherwise restricts in any material respect it or any of its Affiliates or any successor thereto or that could, after the Closing Date, limit or restrict in any material respect it or any of its Affiliates, from engaging or competing in any line of business, in any location or with any Person; or

(xi) enter into any agreement or arrangement that waives, releases or assigns, or modifies in any material respect, any of its material rights, claims or benefits, other than in the ordinary course of business substantially consistent with past practice;

(m) notify the Advisors as promptly as reasonably possible (but in no event later than two (2) Business Days after the applicable occurrence) as to: (i) any material change in the business or financial (including liquidity) performance of the Company Parties (taken as a whole); (ii) the status and progress of the Transactions, including any material changes thereto; (iii) the receipt or rejection of any material authorizations (including any consents) from any competent judicial body, governmental authority, banking, taxation, supervisory or regulatory body or any stock exchange that are required for the implementation and consummation of the Transactions; (iv) any material governmental or third-party complaints, litigations, investigations or hearings; (v) any notice of any commencement of any involuntary insolvency proceedings of the Company or any of its Affiliates, or material legal suit for payment of debt or securement of security from or by any Person in respect of the Company; (vi) any material representation or statement made or deemed to be made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made; and (vii) any breach of any of its obligations or covenants set forth in this Agreement;

(n) not (i) form, designate, acquire or otherwise create an “Unrestricted Subsidiary” (as defined in the Existing Documents) or (ii) enter into any transaction with (including by selling or transferring property or assets to, or purchasing or acquiring property or assets from) any “Unrestricted Subsidiary”;

(o) promptly provide the Advisors, upon reasonable advance notice to the Company, timely responses to all reasonable diligence requests and any documentation or information that is reasonably requested by the Advisors for purposes of negotiating, documenting and effectuating the Transactions, subject to any confidentiality restrictions to which the Advisors may be subject; provided that the foregoing shall not require the disclosure of any legally privileged document or information of any Company Party; and

(p) to the extent any legal or structural impediments arise that would prevent, hinder, or delay the consummation of the Transactions, negotiate, subject to applicable laws and regulations, in good faith appropriate additional or alternative provisions to address any such impediments; provided that such alternative does not alter, in any material respect, the substance and economics of the Transactions.

Notwithstanding the foregoing or anything in this Agreement to the contrary, (i) nothing in this Agreement shall limit the rights, power or ability of the Company Parties to seek, solicit, support, formulate, entertain, encourage, engage, negotiate, participate in any inquiries or discussions concerning, or enter into any agreements relating to, any Strategic Transaction, excluding, for the

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avoidance of doubt, consummating or entering into a binding agreement to consummate a Strategic Transaction, and (ii) no such action shall constitute a breach of this Agreement.

5. Commitments of the Consenting Parties. Subject to the terms and conditions of this Agreement, each Consenting Party (severally and not jointly) agrees that it shall, so long as no Termination Event has occurred:

(a) support and take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the implementation and consummation of the Transactions, including, without limitation, (i) taking all actions to support and complete the Transactions and all other actions contemplated in connection therewith and in this Agreement and under the Definitive Documents, (ii) refraining from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement or the Definitive Documents; (iii) directing the Existing Agent and the Existing Trustees; and (iv) if requested by the Company and subject to the consent of the Majority Consenting Parties, facilitating the replacement of the Existing Agent or Existing Trustees, as applicable, in connection with the consummation of the Amendments;

(b) on a timely basis, negotiate in good faith the Definitive Documents with the Company and execute and deliver each Definitive Document to which it is to be a party;

(c) provide all consents required for the consummation of the Transactions;

(d) not directly or indirectly (i) object to, delay or impede the Transactions or the implementation thereof or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate, or impede the approval, solicitation, or consummation of, the Transactions, the Definitive Documents, or any other transactions outlined therein or in this Agreement, or take any other action that is barred by this Agreement; (ii) vote for, consent to, support or participate in the formulation of any other restructuring, exchange or settlement of any Existing Debt or other transaction that is inconsistent with this Agreement or the Transactions; or (iii) solicit, encourage, or direct any Person to undertake any action set forth in clauses (i) through (ii) of this subsection (d);

(e) to the extent any legal or structural impediments arise that would prevent, hinder, or delay the consummation of the Transactions, negotiate, subject to applicable laws and regulations, in good faith appropriate additional or alternative provisions to address any such impediments; provided that such alternative does not alter, in any material respect, the substance and economics of the Transactions;

(f) notify the Company and the Advisors as promptly as reasonably possible (but in no event later than two (2) Business Days after the applicable occurrence) as to: (i) any event or circumstance that such Consenting Party has actual knowledge of that has occurred, or that is reasonably likely to occur (and if it did so occur), that would permit any Party to terminate, or could reasonably be expected to result in the termination of, this Agreement; (ii) any matter or circumstance that such Consenting Party has actual knowledge of that constitutes or could reasonably be expected to constitute a material impediment to the implementation or

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consummation of the Transactions; (iii) any material representation or statement made or deemed to be made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, to the extent actually known by such Consenting Party and (iv) any breach of any of its obligations or covenants set forth in this Agreement.

(g) not instruct the Existing Agent or the Existing Trustees to take any action, or to refrain from taking any action, that would be inconsistent with this Agreement or the Transactions;

(h) timely exchange and assign (or cause to be assigned) to the Company for cancellation or termination all of its Existing Revolver Exposure as part of the Revolver Exchange, including with respect to any Existing Revolver Exposure for which the Consenting Party serves (now or hereafter) as nominee, investment manager, or advisor for beneficial holders thereof and not withdraw or revoke its assignment or consent with respect to such Existing Revolver Exposure;

(i) timely exchange and assign (or cause to be assigned) to the Company for cancellation all of its Existing Term Loans as part of the Term Loan Exchange, including with respect to any Existing Term Loans for which the Consenting Party serves (now or hereafter) as nominee, investment manager, or advisor for beneficial holders thereof and not withdraw or revoke its assignment or consent with respect to such Existing Term Loans;

(j) timely participate in, and provide consents under, the 2025 Consent Solicitation, in accordance with the applicable procedures set forth in the related consent solicitation statement and any other documents related thereto (e.g., notices, ballots, or other election forms), including with respect to any 2025 Notes for which the Consenting Party serves (now or hereafter) as nominee, investment manager, or advisor for beneficial holders thereof and not withdraw or revoke its consent with respect to such 2025 Notes; and

(k) (i) timely exchange and tender (or cause to be tendered) all if its 2024 Notes in accordance with the applicable procedures set forth in the 2024 Offering Memorandum, including with respect to any 2024 Notes for which the Consenting Party serves (now or hereafter) as nominee, investment manager, or advisor for beneficial holders thereof and (ii) not withdraw or revoke its tender or consent with respect to such 2024 Notes.

6. Superpriority Commitment.

(a) Each Structuring Party and other Consenting Party that was an initial party to the Transaction Support Agreement on the Execution Date with their signatures attached hereto (the “Initial Eligible Consenting Parties”) shall have the right to elect, on such date, by way of written notice (email being sufficient) to Houlihan Lokey Capital, Inc., PJT Partners, Inc. and Evercore Group LLC, to (or cause to) provide (or for any of its Affiliates to (or cause to) provide) a percentage of the aggregate principal amount of the Superpriority Loans on the Closing Date calculated on a pro rata basis based on such Initial Eligible Consenting Party’s pro rata share of all outstanding Specified Debt (reflecting any Open Trade as of such time) as of 11:59 pm EST on the Execution Date. The commitment amounts allocated to each Initial Eligible Consenting Party (including oversubscription amounts) as of the Execution

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Date are set forth on Exhibit B hereto; provided that the aggregate amount of the Superpriority Commitments (including oversubscription amounts) as of the Execution Date shall be in an amount equal to the aggregate principal amount of the Superpriority Loans. If the Term Loan Group terminates this Agreement in accordance with Section 7(b) hereto, then: (i) the Initial Eligible Consenting Parties that are members of the Ad Hoc Group shall have the right to elect, within five (5) Business Days of the occurrence of such termination, by way of written notice (email being sufficient) to Houlihan Lokey Capital, Inc. and Evercore Group LLC, to (or cause to) provide (or for any of its Affiliates to (or cause to) provide) an additional percentage of the aggregate principal amount of the Superpriority Loans corresponding to up to the Superpriority Commitments allocated to the Term Loan Group as set out in Exhibit B hereto; (ii) to the extent that such Initial Eligible Consenting Parties oversubscribe any available amount, then any oversubscribed amount shall be reduced such that the oversubscriptions are provided on a pro rata basis in accordance with the holdings of the oversubscribing Initial Eligible Consenting Parties of the Specified Debt (reflecting any Open Trade as of the relevant time); and (iii) to the extent that such Initial Eligible Consenting Parties do not fully subscribe for the Superpriority Commitments allocated to the Term Loan Group, then the Company shall be free to solicit commitments from any Person. If the Ad Hoc Group terminates this Agreement in accordance with Section 7(a) hereto, then: (i) the Initial Eligible Consenting Parties that are members of the Term Loan Group shall have the right to elect, within five (5) Business Days of the occurrence of such termination, by way of written notice (email being sufficient) to PJT Partners, Inc. and Evercore Group LLC, to (or cause to) provide (or for any of its Affiliates to (or cause to) provide) an additional percentage of the aggregate principal amount of the Superpriority Loans corresponding to up to the Superpriority Commitments allocated to the Ad Hoc Group as set out in Exhibit B hereto; (ii) to the extent that such Initial Eligible Consenting Parties oversubscribe any available amount, then any oversubscribed amount shall be reduced such that the oversubscriptions are provided on a pro rata basis in accordance with the holdings of the oversubscribing Initial Eligible Consenting Parties of the Specified Debt (reflecting any Open Trade as of the relevant time); and (iii) to the extent that such Initial Eligible Consenting Parties do not fully subscribe for the Superpriority Commitments allocated to the Ad Hoc Group, then the Company shall be free to solicit commitments from any Person.

(b) (i) Each Consenting Party that did not execute (and with respect to which no affiliate or associate thereof executed) a confidentiality agreement with the Company prior to the public announcement of this Agreement and that becomes party to this Agreement by the date that is five (5) Business Days after the public announcement of this Agreement or such later date acceptable to the Company and the Majority Consenting Parties (the “Record Date”), and each other Consenting Party designated by the Majority Consenting Parties in their sole discretion (together, the “Other Eligible Consenting Parties”) and (ii) each Initial Eligible Consenting Party that purchased Specified Debt after the public announcement of this Agreement but before the Record Date (including any purchase that remains an Open Trade as of the Record Date) shall have the right to elect, on the Record Date, by way of written notice (email being sufficient) to Houlihan Lokey Capital, Inc., PJT Partners Inc. and Evercore Group LLC, to (or cause to) provide (or for any of its Affiliates to (or cause to) provide) a percentage (or, in the case of an Initial Eligible Consenting Party described in clause (ii) of this paragraph, an additional percentage) of the aggregate principal amount of the Superpriority Loans on the Closing Date; provided that such

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percentage shall not exceed (x) in the case of an Other Eligible Consenting Party, such Other Eligible Consenting Party’s pro rata share of the Specified Debt of all outstanding Specified Debt (reflecting any Open Trade as of the Record Date) calculated based on the Specified Debt held by such Other Eligible Consenting Party as set forth on its executed Joinder and (y) in the case of an Initial Eligible Consenting Party described in clause (ii) of this paragraph, the pro rata share of the Specified Debt based on the amount of Specified Debt purchased as described in clause (ii) of this paragraph that was not held by a Person (or affiliate or associate thereof) that was party to a confidentiality agreement with the Company prior to the public announcement of this Agreement; provided, further, that with respect to an Initial Eligible Consenting Party described in clause (ii) of this paragraph making an election pursuant to this paragraph, such Initial Eligible Consenting Party shall provide supporting documentation reasonably acceptable to the Advisors evidencing that the Specified Debt purchased as described in clause (ii) of this paragraph was not held by a Person (or affiliate or associate thereof) that was party to a confidentiality agreement with the Company prior to the public announcement of this Agreement. In order to reflect the additional Superpriority Commitments of Other Eligible Consenting Parties or Initial Eligible Consenting Parties who have elected to fund or cause to be funded the Superpriority Facility and the Superpriority Loans in accordance with this paragraph, the Superpriority Commitments representing oversubscribed amounts of the Initial Eligible Consenting Parties as determined under Section 6(a) shall be reduced such that such oversubscriptions by Initial Eligible Consenting Parties are provided on a pro rata basis, in accordance with their portion of the oversubscribed amounts allocated to them as determined under Section 6(a).

(c) One (1) Business Day following the Record Date, the Company shall deliver to each of the Initial Eligible Consenting Parties and Other Eligible Consenting Parties that have elected to fund or cause to be funded the Superpriority Facility in accordance with this Section 6 and the Advisors a notice (the “Commitment Notice”) including a schedule in the form of Exhibit B hereto setting forth the amount of the Superpriority Loans that the applicable Initial Eligible Consenting Parties and Other Eligible Consenting Parties have elected to commit to fund or cause to be funded; provided that the Commitment Notice shall be (x) in form and substance reasonably acceptable to the Advisors, (y) redacted such that it shall not disclose to a Consenting Party the holdings of Existing Debt or the commitments of any other Consenting Party, and (z) deemed to update and replace Exhibit B hereto.

(d) On the terms, subject to the conditions and limitations, and in reliance on the representations and warranties set forth in this Agreement, each of the Initial Eligible Consenting Parties hereby (and each of the Other Eligible Consenting Parties by electing to (or cause to) provide a portion of the aggregate principal amount of the Superpriority Loans on the Closing Date pursuant to Section 6(b)), severally and not jointly, grants the Company the right to require such Initial Eligible Consenting Party or Other Eligible Consenting Party, as applicable, and, upon exercise of such right by the Company, each such Initial Eligible Consenting Party or Other Eligible Consenting Party, as applicable, has agreed, to fund or cause to be funded in cash an amount equal to its Superpriority Commitment in accordance with Sections 6(a) and 6(b) on the Closing Date as set out in the Commitment Notice. The commitments of the Commitment Parties hereunder are several, not joint, obligations of such Commitment Parties, such that no

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Commitment Party shall be liable or otherwise responsible for the commitments of any other Commitment Party.

(e) On the Closing Date, provided that the Company has timely delivered the Commitment Notice to such Commitment Party, each Commitment Party (or any of its Affiliates) shall, severally and not jointly, fund or cause to be funded the Superpriority Loans in an amount equal to the total amount of such Commitment Party’s Superpriority Commitment.

(f) The Consenting Parties reserve the right to employ the services of their Affiliates (including, without limitation, funds, vehicles, entities, accounts and clients managed or advised by or under common management with such Consenting Party, or whose investment manager shares a common investment team with the investment manager or investment advisor through secondment, outsourcing or other similar contractual arrangements with such Consenting Party) in providing or causing to be provided all or a portion of their Superpriority Commitment, including by way of transfer, assignment or reallocation of such Superpriority Commitment.

(g) Subject to the terms and conditions of this Agreement, as consideration for the agreements of the Structuring Parties to structure the Superpriority Facility and the Transactions, the Company shall pay a structuring premium (the “Structuring Premium”) to the Structuring Parties. The Structuring Premium shall be (i) payable in cash (or, if applicable, as provided in Section 7(g)(ii)) in an aggregate amount equal to $8,981,261.10 (the “Structuring Premium Amount”), (ii) fully earned on the Agreement Effective Date and due and payable by the Company to the Structuring Parties on the Closing Date (or, if applicable, as provided in Section 7(g)(ii)), and (iii) allocated to the Structuring Parties pro rata in accordance with their holdings of Specified Debt held by all Structuring Parties on the Agreement Effective Date (reflecting any Open Trade as of such time, but excluding any Exempt Notes), as set forth opposite such Structuring Party’s name on Exhibit C, as applicable hereto. The Structuring Parties shall use the proceeds from the Structuring Premium in full (except as otherwise and to the extent permitted under subclause (x) of the proviso to this Section 6(g) and provided that the Structuring Parties shall not be required to use any amounts in excess of the proceeds from the Structuring Premium, after accounting for the top-up amount described under subclause (y) of the proviso to this Section 6(g)) to purchase from the Company, and the Company shall use commercially reasonable efforts to issue, up to 4.00% in the aggregate of the shares of common stock of the Company pursuant to an equity purchase agreement entered into by such Structuring Parties and the Company on the Closing Date, which purchase of shares of common stock shall close no later than three (3) Business Days thereafter; provided that (x) if the Structuring Premium Amount exceeds 4.00% of the Company’s Market Capitalization, then the Structuring Parties shall not be required to purchase any shares of common stock of the Company in excess of 4.00% and shall be permitted to retain any excess Structuring Premium Amount, (y) if the Structuring Premium Amount is less than 4.00% of the Company’s Market Capitalization, then the Company shall pay to the Structuring Parties in cash an aggregate top-up amount that is the lesser of (1) the amount equal to 4.00% of the Company’s Market Capitalization minus the Structuring Premium Amount and (2) $3,018,738.90, and (z) to the extent that the Company is not able to issue shares of common stock up to 4.00% in the aggregate of the shares of common stock of the Company after the use of commercially reasonably efforts to do so, the Structuring Parties shall be permitted to retain any excess Structuring Premium Amount and

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any excess top-up amount described under subclause (y). The Structuring Parties shall be permitted to allocate all or a portion of the Structuring Premium Amount or the Structuring Premium to their Affiliates and to employ the services of their Affiliates in fulfilling their obligations under this paragraph to purchase shares of common stock from the Company. Notwithstanding anything herein to the contrary, solely to the extent that and so long as applicable fund policies of a Consenting Party prohibit such Consenting Party from accepting the Structuring Premium through the receipt or purchase of stock or equity interests, and such Consenting Parties provide notice of such prohibition within two (2) Business Days of the Agreement Effective Date, such Consenting Party shall receive payment of its pro rata share of the Structuring Premium in cash.

7. Termination.

(a) Termination by the Ad Hoc Group. This Agreement may be terminated by the Majority Ad Hoc Parties as to the Ad Hoc Group, in their sole and absolute discretion, upon three (3) days’ prior written notice thereof to all of the Parties, upon the occurrence of any of the following events (each, an “Ad Hoc Group Termination Event”):

(i) a breach, in any material respect, by any Company Party of any of its material representations, warranties, covenants, or obligations set forth in this Agreement or any other agreement to be entered into in connection with the Transactions that (if susceptible to cure) remains uncured for a period of five (5) Business Days after the receipt by the Company of written notice of such breach; provided that nothing in this Section 7(a)(i) shall impair the Consenting Parties’ ability to terminate this Agreement pursuant to the remaining provisions in this Section 7(a); provided, further, that the notice and cure period contained in this Section 7(a)(i) shall run concurrently with the notice period contained in Section 7(a) hereof;

(ii) any Definitive Document does not comply with Section 2 of this Agreement;

(iii) any Company Party (x) (1) publicly announces its intention to pursue, (2) delivers a term sheet or proposal in respect of, or (3) consummates, or enters into a binding agreement to consummate, in each case, an Alternative Transaction (other than a Strategic Transaction) or (y) publicly announces its intention to not pursue the Transactions;

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(iv) any Company Party has breached, in any material respect, any of its obligations under the Existing Documents or any related guarantees, security documents, agreements, amendments, instruments or other relevant documents; provided that such breach has not been waived or cured pursuant to the relevant documents;

(v) the occurrence of an event of default set forth in any of the Existing Documents; provided that such event of default has not been waived or cured pursuant to the relevant documents;

(vi) the failure of the Company Parties to pay the documented and invoiced fees, costs, and out-of-pocket expenses of the Ad Hoc Group Advisors in accordance with Section 4(j) of this Agreement; provided that there shall be no notice requirement or cure right to terminate this Agreement in the event of a failure to timely satisfy Section 4(j)(i);

(vii) there shall have occurred any event or condition that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect as compared to the date hereof;

(viii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction of, or the initiation or threatened initiation of any legal action by any governmental authority seeking, any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of a material portion of the Transactions, which legal action, threatened initiation of a legal action, ruling or order has not been withdrawn or discharged after thirty (30) days; or

(ix) the termination of this Agreement in accordance with its terms by either the Term Loan Group or the Company.

(b) Termination by the Term Loan Group. This Agreement may be terminated by the Majority Term Loan Parties as to the Term Loan Group, in their sole and absolute discretion, upon three (3) days’ prior written notice thereof to all of the Parties, upon the occurrence of any of the following events (each, a “Term Loan Group Termination Event”):

(i) a breach, in any material respect, by any Company Party of any of its material representations, warranties, covenants, or obligations set forth in this Agreement or any other agreement to be entered into in connection with the Transactions that (if susceptible to cure) remains uncured for a period of five (5) Business Days after the receipt by the Company of written notice of such breach; provided that nothing in this Section 7(b)(i) shall impair the Consenting Parties’ ability to terminate this Agreement pursuant to the remaining provisions in this Section 7(b); provided, further, that the notice and cure period contained in this Section 7(b)(i) shall run concurrently with the notice period contained in Section 7(b) hereof;

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(ii) any Definitive Document does not comply with Section 2 of this Agreement;

(iii) any Company Party (x) (1) publicly announces its intention to pursue, (2) delivers a term sheet or proposal in respect of, or (3) consummates, or enters into a binding agreement to consummate, in each case, an Alternative Transaction (other than a Strategic Transaction) or (y) publicly announces its intention to not pursue the Transactions;

(iv) any Company Party has breached, in any material respect, any of its obligations under the Existing Documents or any related guarantees, security documents, agreements, amendments, instruments or other relevant documents; provided that such breach has not been waived or cured pursuant to the relevant documents;

(v) the occurrence of an event of default set forth in any of the Existing Documents; provided that such event of default has not been waived or cured pursuant to the relevant documents;

(vi) the failure of the Company Parties to pay the documented and invoiced fees, costs, and out-of-pocket expenses of the Term Loan Advisors in accordance with Section 4(j) of this Agreement; provided that there shall be no notice requirement or cure right to terminate this Agreement in the event of a failure to timely satisfy Section 4(j)(i);

(vii) there shall have occurred any event or condition that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect as compared to the date hereof;

(viii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction of, or the initiation or threatened initiation of any legal action by any governmental authority seeking, any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of a material portion of the Transactions, which legal action, threatened initiation of a legal action, ruling or order has not been withdrawn or discharged after thirty (30) days; or

(ix) the termination of this Agreement in accordance with its terms by either the Ad Hoc Group or the Company.

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(c) Termination by the Company. The Company may terminate this Agreement, on behalf of itself and the Company Parties, as to all Parties upon three (3) days’ prior written notice thereof to all of the Parties, upon the occurrence of any of the following events (each, a “Company Termination Event”):

(i) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction of, or the initiation or threatened initiation of any legal action by any governmental authority seeking, any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of a material portion of the Transactions, which legal action, threatened initiation of a legal action, ruling or order has not been withdrawn or discharged after thirty (30) days;

(ii) with respect to any particular Consenting Party (but not as to all of the other Parties) upon three (3) days’ prior written notice thereof upon the occurrence of a breach, in any material respect, by such Consenting Party of any of the representations, warranties, covenants or obligations with respect to such Consenting Party set forth in this Agreement that (if susceptible to cure) remains uncured for a period of five (5) Business Days after the receipt by all of the Consenting Parties of written notice of such breach (which notice periods shall run concurrently); provided that nothing in this Section 7(c)(ii) shall impair the Company’s ability to terminate this Agreement pursuant to the remaining provisions of this Section 7(c); provided, further, that the notice and cure period contained in this Section 7(c)(ii) shall run concurrently with the notice period contacted in Section 7(c) hereof; or

(iii) the termination of this Agreement in accordance with its terms by either the Ad Hoc Group or the Term Loan Group.

(d) Mutual Termination. This Agreement may be terminated as to all Parties at any time by mutual written consent of the Company Parties, the Majority Term Loan Parties, and the Majority Ad Hoc Parties (a “Mutual Termination Event”).

(e) Automatic Termination. This Agreement will automatically terminate as to all Parties upon (the occurrence of any such event, an “Automatic Termination Event”):

(i) 5:00 p.m., New York City time, on December 31, 2022 if the Closing Date has not occurred before such date, as such date may be extended by mutual written consent of the Company and the Majority Consenting Parties; provided that in the event of an extension beyond January 31, 2023, any Consenting Party that does not consent to such extension may terminate this Agreement solely with respect to itself upon notice to the Company and the other Consenting Parties;

(ii) any Company Party or any of its respective material subsidiaries commencing insolvency proceedings, including (A) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, (B) consenting to the institution of, or failing to contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (C) filing an answer admitting the material allegations of a petition filed against it in any such proceeding, (D) applying for or consenting to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or

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similar official for a Company Party for a substantial part of its assets or (E) making a general assignment or arrangement for the benefit of creditors; provided in each case that such insolvency proceeding is not dismissed, vacated or otherwise closed within five (5) Business Days following notice thereof to the Company Parties by an Advisor;

(iii) the entry of an order, judgment or decree adjudicating the Company Parties or any of their respective material subsidiaries bankrupt or insolvent, including the entry of any order for relief with respect to any of the Company Parties or any of their respective subsidiaries under the Bankruptcy Code; provided that such order, judgment or decree is not overturned or vacated within five (5) Business Days following notice thereof to the Company Parties by an Advisor;

(iv) the taking of any binding corporate action by any of the Company Parties or any of their respective material subsidiaries in furtherance of any action described in the foregoing clauses (ii)—(iii);

(v) the funding of the Superpriority Facility and Superpriority Loans in full and the consummation of the other Transactions on the Closing Date; or

(vi) the board of directors of the Company, after consultation with outside legal counsel and in the good faith exercise of its fiduciary duties, (A) determines that continued performance under this Agreement (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties or applicable law, or (B) enters into an Alternative Transaction (including for the avoidance of doubt any Strategic Transaction).

(f) Termination Date and Survival. The date on which this Agreement is terminated in accordance with this Section 7 with respect to a Party shall be referred to as the “Termination Date” with respect to such Party and the provisions of this Agreement shall terminate on the Termination Date; provided that Sections 1, 6(g), 7(f), 7(g), 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24 and 25 hereof shall survive the Termination Date.

(g) Effect of Termination.

(i) Upon the Termination Date, this Agreement shall forthwith become null and void and have no further force or effect, each Party hereto shall be released from its commitments, undertakings and agreements under or related to this Agreement and there shall be no liability or obligation hereunder on the part of any Party hereto; provided that in no event shall any such termination relieve a Party hereto from (i) liability for its breach or non-performance of its obligations hereunder prior to such Termination Date, notwithstanding any termination of this Agreement by any other Party, and (ii) obligations under this Agreement which expressly survive any such termination pursuant to Section 7(f). For the avoidance of doubt, (a) if the Term Loan Group terminates this Agreement in accordance with Section 7(b) hereto, the Ad Hoc Group does not terminate this Agreement in accordance with Section 7(a) hereto and the Company Parties do not terminate this Agreement in accordance with Section 7(c) hereto, then (x) the Term Loan Group shall be released from its commitments, undertakings and agreements under or related to

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this Agreement and there shall be no liability or obligation hereunder on the part of the Term Loan Group and any Party hereto with respect to the Term Loan Group and (y) the Ad Hoc Group shall not be released from its commitments, undertakings and agreements under or related to this Agreement; and (b) if the Ad Hoc Group terminates this Agreement in accordance with Section 7(a) hereto, the Term Loan Group does not terminate this Agreement in accordance with Section 7(b) hereto and the Company Parties do not terminate this Agreement in accordance with Section 7(c) hereto, then (x) the Ad Hoc Group shall be released from its commitments, undertakings and agreements under or related to this Agreement and there shall be no liability or obligation hereunder on the part of the Ad Hoc Group and any Party hereto with respect to the Ad Hoc Group and (y) the Term Loan Group shall not be released from its commitments, undertakings and agreements under or related to this Agreement. Upon any Termination Event, unless the Closing Date has occurred, any and all consents, tenders, waivers, forbearances and votes delivered by a Consenting Party in connection with the Transactions automatically shall be deemed, for all purposes, to be null and void ab initio. Notwithstanding the foregoing or anything herein to the contrary, no Party may exercise any of its respective termination rights as set forth in clauses (a), (b) or (c) of this this Section 7 if such Party has failed to perform or comply in all material respects with the terms and conditions of this Agreement unless such failure to perform or comply arises as a result of another Party’s actions or inactions or would not otherwise give rise to a Termination Event in favor of the other Party.

(ii) Notwithstanding anything in this Agreement to the contrary: (a) in the event of a termination of this Agreement under Section 7(e)(vi), 7(a)(iii) or 7(b)(iii), the applicable portion of the Structuring Premium shall become due and payable and be paid in full by the Company Parties to the applicable Structuring Parties within one (1) Business Day of the occurrence of such termination, provided that in such case the applicable portion of the Structuring Premium shall be paid as 4.00% in the aggregate of the shares of common stock of the Company, rather than in cash, and (b) in the event of a termination of this Agreement under Section 7(a)(i) or Section 7(b)(i), each of the applicable portion of (u) the Structuring Premium, (v) the Participation Premium (as defined in the Term Sheet), (w) the Term Loan Transaction Premium (as defined in the Term Sheet), (x) the 2025 Transaction Premium (as defined in the Term Sheet), (y) the 2024 Transaction Premium (as defined in the Term Sheet) and (z) the Ticking Fee (as defined in the Term Sheet) shall become due and payable and be paid in full by the Company Parties to the applicable Consenting Parties within one (1) Business Day of the expiration of the cure period set forth in Section 7(a)(i) or Section 7(b)(i), as applicable; provided that in the case of the Structuring Premium, such amount shall be paid as 4.00% in the aggregate of the shares of common stock of the Company, rather than in cash and in the case of the Term Loan Transaction Premium, the 2025 Transaction Premium and the 2024 Transaction Premium, such amounts shall be paid in cash, and not in the form of New Term Loans, 2025 Notes or New 2L Notes. The payment by the Company Parties of the premiums set out in this Section 7(g)(ii) shall be the sole and exclusive remedy of the Consenting Parties for any loss suffered by any Consenting Party as a result of the failure of the Transactions to be consummated, and upon such payment thereof in accordance with this Section 7(g)(ii), the Company Parties shall not have any further liability or obligation relating to or arising out of this Agreement. The Parties acknowledge that the agreements contained in this Section 7(g)(ii) are an integral part of the Transactions, and that

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without these agreements, the Parties would not enter into this Agreement, and that any amounts payable pursuant to this Section 7(g)(ii) do not constitute a penalty.

8. Transfer of Claims and Interests.

(a) Subject to the terms and conditions of this Agreement, each Consenting Party agrees, solely with respect to itself, as expressly identified and limited on its signature page, and not in any other manner with respect to any Affiliates, not to (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to any of such Consenting Party’s Existing Debt, in whole or in part, or (ii) deposit any of such Consenting Party’s Existing Debt into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 8(a) is referred to herein as a “Transfer”; “Transferred” shall have a meaning correlative thereto; and the Consenting Party making such Transfer is referred to herein as the “Transferor”), unless the Transfer is to another Consenting Party, an Affiliate of the Transferor, an Affiliate of another Consenting Party or any other entity; provided that, such entity, unless it is already a Consenting Party, shall first agree in writing to be bound by the terms of this Agreement by executing and delivering to Sullivan & Cromwell, Davis Polk and Gibson Dunn a joinder agreement in the form attached hereto as Exhibit E; provided, further, the Transferor shall provide prompt notice of any such Transfer to the Company, Sullivan & Cromwell, Davis Polk and Gibson Dunn, which such notice shall be no later than the date of such Transfer (any such transferee, a “Permitted Transferee”). Any Transfer in violation of this Section 8 shall be void ab initio. Notwithstanding anything to the contrary in this Section 8(a), the restrictions set forth on Transfers set forth in this Section 8(a) shall not apply to the grant of any liens or encumbrances on Existing Debt in favor of a bank or broker-dealer holding custody of such Existing Debt in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such Existing Debt.

(b) Upon the consummation of a Transfer in accordance herewith, such Permitted Transferee shall be deemed to make all of the representations, warranties and covenants of a Consenting Party, as applicable, as set forth in this Agreement, and shall be deemed to be a Party and a Consenting Party for all purposes under this Agreement.

(c) A Consenting Party that Transfers Existing Debt to a Permitted Transferee in accordance with the terms of this Section 8 shall (i) be deemed to relinquish its rights and be released from its obligations under this Agreement solely to the extent of such Transferred Existing Debt, (ii) not be liable to any Party to this Agreement for the failure of the Permitted Transferee to comply with the terms and conditions of this Agreement, provided that in no event shall any such Transfer relieve (x) a Consenting Party hereto from liability for its breach or non-performance of its obligations hereunder prior to the date of such Transfer or (y) an Initial Eligible Consenting Party or an Other Eligible Consenting Party from its obligations pursuant to Sections 6(d) and 6(e), and (iii) within five (5) Business Days of the Transfer, deliver written notice of the Transfer to the Company, Sullivan & Cromwell, Davis Polk and Gibson Dunn, which notice may be provided through counsel and shall include the amount and type of Existing Debt that was Transferred.

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(d) This Agreement shall not limit, restrict, or otherwise affect in any way any right, authority, or power of any Consenting Party to acquire additional Existing Debt after the Agreement Effective Date. Any such acquired Existing Debt (including pursuant to an Open Trade) shall automatically and immediately upon acquisition by the Consenting Party be deemed to be subject to the terms of this Agreement. Within five (5) Business Days of any acquisition (calculated based on the settled trade debt) of Existing Debt by a Consenting Party from a person that, to the acquiring party’s actual knowledge, is not a Consenting Party, such Consenting Party shall deliver written notice of the acquisition to the Company, Sullivan & Cromwell, Davis Polk and Gibson Dunn, which notice may be provided through counsel and shall include the amount and type of Existing Debt that was acquired.

(e) Notwithstanding anything to the contrary herein, Existing Debt that is Transferred to or by a Consenting Party pursuant to an Open Trade shall not be subject to, or bound by, the terms and conditions of this Agreement (it being understood that such Existing Debt so Transferred to and held by a Consenting Party for its own account (i.e., not as part of a short transaction, or to be Transferred by the Consenting Party under an Open Trade or any other transaction entered into by such Consenting Party prior to, and pending as of the date of, such Consenting Party’s entry into this Agreement) shall be subject to the terms of this Agreement, as provided in Section 8(d)).

(f) The Parties understand that the Consenting Parties may be engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Parties acknowledge and agree that, to the extent a Consenting Party expressly indicates on its respective signature page hereto that it is executing this Agreement solely on behalf of a specific trading desk(s) and/or business group(s) of the Consenting Party, the obligations set forth in this Agreement shall apply only to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk, business group or Affiliate of the Consenting Party unless they separately become a party hereto.

(g) Notwithstanding anything to the contrary herein, a (i) a Qualified Marketmaker⁴ that acquires any Existing Debt subject to this Agreement held by a Consenting Party with the purpose and intent of acting as a Qualified Marketmaker for such Existing Debt, shall not be required to become a party to this Agreement as a Consenting Party, if such Qualified Marketmaker transfers such Existing Debt (by purchase, sale, assignment, or other similar means) to a Permitted Transferee within the earlier of ten (10) Business Days after the Qualified Marketmaker acquires such Existing Debt and three (3) Business Days prior to the Closing Date; provided that a Qualified Marketmaker’s failure to comply with this Section 8(g) shall result in the Transfer of such Existing Debt to such Qualified Marketmaker being deemed void ab initio, and (ii) to the extent any person is acting solely in its capacity as a Qualified Marketmaker, it may transfer any ownership interests in the Existing Debt that it acquires from a holder of Existing Debt that is not a Consenting Party

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to a transferee that is not a Consenting Party at the time of such transfer without the requirement that the transferee be a Permitted Transferee.

9. Representations and Warranties.

(a) Each Party (severally and not jointly), other than, with respect to Section 9(a)(i), Section 9(a)(ii), Section 9(a)(iii) and Section 9(b)(iv), any Party that is a managed account (or portion thereof), represents and warrants to each other Party that:

(i) such Party is duly organized, validly existing, and in good standing (where such concept is recognized) under the laws of the jurisdiction of its organization, and has all requisite corporate, partnership, limited liability company or other organizational power and authority to enter into this Agreement and to carry out the Transactions contemplated herein, and to perform its respective obligations under this Agreement and the Definitive Documents;

(ii) the execution, delivery, and performance of this Agreement by such Party does not and shall not (A) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its organizational documents or those of any of its subsidiaries, or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under its organizational documents or any material contractual obligations to which it or any of its subsidiaries is a party;

(iii) as of the Agreement Effective Date (or such later date that it delivers its signature page hereto to the other Parties), such Party has no actual knowledge of any event that, due to any fiduciary or similar duty to any other Person or entity, would prevent it from taking any action required of it under this Agreement; and

(iv) this Agreement is a legally valid and binding obligation of such Party, enforceable against it in accordance with its terms.

(b) Each Consenting Party (severally and not jointly) represents and warrants to the Company that, as of the Agreement Effective Date:

(i) it is not a “Defaulting Lender” (under and as defined in the Existing Credit Agreement);

(ii) it either (A) is the beneficial or record owner of the principal amount of the Existing Debt indicated on its respective signature page hereto (other than with respect to Existing Debt that is subject to an Open Trade) or (B) has sole investment or voting discretion with respect to the principal amount of the Existing Debt indicated on its respective signature page hereto and has the power and authority to bind the beneficial owner of such Existing Debt to the terms of this Agreement (other than with respect to Existing Debt that is subject to an Open Trade);

(iii) other than pursuant to this Agreement, the Existing Debt held by it indicated on its respective signature page hereto is free and clear of any equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition of any kind that could reasonably

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be expected to adversely affect in any way such Consenting Party’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed;

(iv) other than the Existing Debt indicated on its respective signature page hereto, such Consenting Party does not own any other Existing Debt as of the Agreement Effective Date (other than with respect to Existing Debt that is subject to an Open Trade); and

(c) Each Consenting Party represents to each other Party that it is (i) a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act, (ii) an institutional “accredited investor” within the meaning of Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of Regulation D under the Securities Act, or (iii) not a “U.S. person” as defined in Rule 902 under the Securities Act.

(d) Each Party that is a managed account (or portion thereof) (severally and not jointly) represents and warrants that the manager or investment adviser executing this Agreement on behalf of such Party has the authority to execute, on behalf of such Party, this Agreement and any transactions that this Agreement requires such Party to execute.

(e) The Company represents and warrants that, as of the Agreement Effective Date, neither the Superpriority Borrower, nor any of the German Guarantors is over-indebted (“überschuldet”) within the meaning of section 19 of the German Insolvency Code (“Insolvenzordnung”) (as applicable from time to time) or unable to pay its debts as they fall due (“zahlungsunfähig”) within the meaning of section 17 of the German Insolvency Code, or intend to suspend making payments on all or a material part of its debts or to announce an intention to do so.

10. Releases.

(a) Subject to the occurrence of, and effective from and after, the Closing Date, in exchange for the cooperation with, participation in, and entering into the Transactions by the Consenting Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company Parties (on behalf of themselves and each of their respective predecessors, successors, assigns, agents, subsidiaries, Affiliates, representatives and any other person or entity who has rights through them) hereby finally and forever release and discharge the Other Released Parties and their respective property, to the fullest extent permitted under applicable law, from any and all causes of action and any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law, at equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including, without limitation, violation of any securities law (federal, state or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor), or any domestic or foreign law similar to the foregoing, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstance existing immediately prior to the occurrence of or before the Closing Date arising from, relating to, or in connection with the Existing Debt, the Existing Documents, the Transactions, the negotiation, formulation, or preparation of this Agreement, the Definitive Documents or any related guarantees, security documents, agreements, amendments, instruments,

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or other documents, including those that the Company Parties and their respective subsidiaries or any holder of a claim against or interest in the Company Parties or any other entity could have been legally entitled to assert derivatively or on behalf of any other entity (collectively, the “Company Released Claims”). Further, subject to the occurrence of, and effective from and after, the Closing Date, the Company Parties (on behalf of themselves and each of their subsidiaries) hereby covenant and agree not to, directly or indirectly, bring, maintain, or encourage any cause of action or other claim or proceeding against an Other Released Party relating to or arising out of any Company Released Claim. The Company Parties (on behalf of themselves and each of their subsidiaries) further stipulate and agree with respect to all Claims, that, subject to the occurrence of, and effective from and after, the Closing Date, they hereby waive to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, any foreign law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 10(a).

(b) Subject to the occurrence of, and effective from and after, the Closing Date, in exchange for the cooperation with, participation in, and entering into the Transactions by the Company Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consenting Parties hereby finally and forever release and discharge the Company Released Parties and their respective property, to the fullest extent permitted under applicable law, from any and all causes of action and any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law, at equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including, without limitation, violation of any securities law (federal, state or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor), or any domestic or foreign law similar to the foregoing, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstance existing immediately prior to the occurrence of or before the Closing Date arising from, relating to, or in connection with the Existing Debt, the Existing Documents, the Transactions, the negotiation, formulation, or preparation of this Agreement, the Definitive Documents or any related guarantees, security documents, agreements, amendments, instruments, or other documents, including those that a Consenting Party or any holder of a claim against or interest in the Consenting Party or any other entity could have been legally entitled to assert derivatively or on behalf of any other entity (collectively, the “Consenting Party Released Claims”). Further, subject to the occurrence of, and effective from and after, the Closing Date, each Consenting Party hereby covenants and agrees not to, directly or indirectly, bring, maintain, or encourage any cause of action or other claim or proceeding against any Company Released Party relating to or arising out of any Consenting Party Released Claim. Each Consenting Party further stipulates and agrees with respect to all Claims, that subject to the occurrence of, and effective from and after, the Closing Date, it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, any foreign law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 10(b).

(c) Each Consenting Party and each Company Party acknowledges that it is aware that it or its attorneys may hereafter discover claims or facts in addition to or different from those which

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they now know or believe to exist with respect to either the subject matter of this Agreement or any party hereto, but hereto further acknowledges that it is the intention of the Company Parities and each Consenting Party to hereby fully, finally, and forever settle and release all claims among them to the extent provided in this Agreement, whether known or unknown, suspected or unsuspected, which now exist, may exist, or heretofore have existed.

(d) Notwithstanding the foregoing Sections 10(a), 10(b) and 10(c), nothing in this Agreement is intended to, and shall not, (i) release any Party’s rights and obligations under this Agreement or any of the Definitive Documents (including, but not limited to, the indemnification contained in Section 11), (ii) bar any Party from seeking to enforce or effectuate this Agreement or any of the Definitive Documents, (iii) release any obligation of any Company Party (or its subsidiaries) under the Existing Documents to the extent that any such obligation survives the closing of the Transactions or (iv) release any causes of action and any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, or liabilities arising out of or resulting from any act or omission of a Party that constitutes fraud, willful misconduct or gross negligence, each solely to the extent as determined by a final order of a court of competent jurisdiction.

11. Indemnification.

(a) Without limiting any Company Party’s obligations under the Existing Documents, the Definitive Documents or any related guarantees, security documents, agreements, amendments, instruments or other relevant documents, each Company Party hereby agrees to indemnify, pay and hold harmless each Consenting Party and each of its Affiliates and all of their respective officers, directors, members, managers, partners, employees, shareholders, advisors, agents, and other representatives of each of the foregoing and their respective successors and permitted assigns (each, an “Indemnified Party”) from and against any and all losses, claims, damages, actions, obligations, penalties, judgments, suits, costs, expenses, disbursements and liabilities, joint or several, of any kind or nature whatsoever (including the reasonable and documented out-of-pocket fees and disbursements of counsel for any Indemnified Party, and including any out-of-pocket costs associated with any discovery or other information requests), whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations) on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party, in any manner relating to or arising out of, in connection with, or as a result of (i) this Agreement, the Transactions, the Definitive Documents or any related guarantees, security documents, agreements, instruments or other documents, (ii) the negotiation, formulation, preparation, execution, delivery or performance of the foregoing, or (iii) any actual claim, litigation, investigation or proceeding relating to the foregoing, regardless of whether any Indemnified Party is a party thereto and whether or not the transactions contemplated hereby are consummated (such foregoing amounts, “Losses” and such Company Party obligation, the “Indemnification Obligations”). The Company Parties shall reimburse each Indemnified Party reasonably promptly upon written demand therefor (together with reasonable backup documentation supporting such reimbursement request). No Indemnified Party shall be entitled to indemnity hereunder in respect of any Losses to the extent that it is found

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by a final, non-appealable judgment of a court of competent jurisdiction that such Losses arise from (i) the bad faith, gross negligence or willful misconduct by such Indemnified Party, (ii) the willful and material breach of this Agreement by such Indemnified Party or (iii) any disputes solely among Indemnified Parties and not arising out of or related to any act or omission of any of the Company Parties.

(b) Notwithstanding anything to the contrary contained in this Agreement, the Indemnification Obligations set forth herein (i) shall survive the expiration or termination of this Agreement, (ii) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Consenting Parties or any other Indemnified Party and (iii) shall be binding on any successor or assign of the Company Parties and the successors or assigns to any substantial portion of its business and assets.

12. Entire Agreement; Prior Negotiations. This Agreement, including all of the exhibits attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other prior negotiations, agreements and understandings, whether written, oral, or implied, among the Parties with respect to the subject matter of this Agreement; provided, however, that any confidentiality agreement or non-disclosure agreement executed by any Party shall survive this Agreement and shall continue in full force and effect, subject to the terms thereof, irrespective of the terms hereof.

13. Reservation of Rights. If the Transactions contemplated herein are not consummated, or if this Agreement is terminated in accordance with its terms (except as a result of the occurrence of the Closing Date), nothing shall be construed herein as a waiver by any Party of any or all of such Party’s rights, remedies or defenses and the Parties expressly reserve any and all of their respective rights, remedies or defenses.

14. FRE 408. To the extent provided in Federal Rule of Evidence 408 and any other applicable rules of evidence in any applicable jurisdiction, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

15. Counterparts; Execution. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute one and the same instrument, and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (PDF) or by DocuSign. This Agreement may be executed on behalf of one or more Consenting Parties by such Consenting Party’s investment manager or advisor, which is a signatory hereto solely in its capacity as the investment manager or advisor of such Consenting Party.

16. Amendments and Waivers.

(a) Except as otherwise provided herein, this Agreement may not be modified, amended, or supplemented, and no provision of this Agreement may be waived, without the prior written consent of the Company Parties and the Majority Consenting Parties; provided that any modification or amendment to the definition of “Majority Consenting Parties” shall require the

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consent of the Company Parties and each Structuring Party; provided, further that any modification or amendment to the Structuring Premium, including Section 6(g) and related definitions, and any modification or amendment to the definition of “Structuring Parties” or Exhibit C hereto shall require the consent of each Structuring Party; provided, further that any modification or amendment to the definition of “Majority Ad Hoc Parties,” “Ad Hoc Steering Committee” or Exhibit D hereto shall require the consent of each member of the Ad Hoc Steering Committee; provided, further that any modification or amendment to the definition of “Majority Term Loan Parties” shall require the consent of each member of the Term Loan Group; provided, further, that any modification or amendment to this Section 16(a) or Section 7(e)(i) shall require the consent of the Company Parties and all Consenting Parties; provided, further, that (i) to the extent such modification, amendment or supplement has a material, disproportionate and adverse effect, taken as a whole, on the Consenting Parties who hold a tranche of Existing Debt (i.e., the Existing Revolver Exposure, the Existing Term Loans, the 2025 Notes or the 2024 Notes), in their capacity as holders of such tranche of Existing Debt, then the consent of Consenting Parties holding a majority of such tranche of Existing Debt held by all Consenting Parties shall also be required, (ii) to the extent such modification, amendment or supplement has a material, disproportionate and adverse effect, taken as a whole, on the Consenting Parties that are not Structuring Parties, then the consent of Consenting Parties that are not Structuring Parties holding a majority of Existing Debt held by all Consenting Parties that are not Structuring Parties shall also be required and (iii) to the extent such modification, amendment or supplement has a material, disproportionate and adverse effect, taken as a whole, on the Consenting Parties that were not Consenting Parties as of the Execution Date, the consent of such Consenting Parties holding a majority of Existing Debt held by all such Consenting Parties shall also be required. For the avoidance of doubt, Exhibit B shall be updated, replaced, amended and restated in accordance with Section 6(c) hereof. Prior to any funding of the Superpriority Loans, (a) except as otherwise set forth in Section 6(c) hereto, any change, modification, or amendment to Exhibit B hereto that affects the Commitment Amount of any Commitment Party shall require the consent of such Commitment Party and (b) any change, modification, or amendment of the maturity, interest rate, call protection or fees set forth in the Term Sheet with respect to the Superpriority Facility shall require the consent of each Commitment Party and, if such consent is withheld, the commitment of any Commitment Party to provide its portion of the Superpriority Loans may be terminated by such Commitment Party; provided that to the extent such Commitment Party terminates its commitment to provide its portion of the Superpriority Loans, the Company shall be free to solicit commitments to provide such Superpriority Loans from any Person.

(b) No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision of this Agreement, whether or not such provisions are similar, nor shall any waiver of a provision of this Agreement be deemed a continuing waiver of such provision.

17. Headings. The headings of the sections, paragraphs, and subsections of this Agreement are included for convenience only and shall not affect the interpretation of the provisions contained herein.

18. Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting Parties, the obligations of the Consenting Parties under this Agreement are several and neither joint nor joint and several. No Consenting Party shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party under this Agreement, and nothing contained herein, and no action taken by any Consenting Party pursuant hereto shall be deemed to constitute the Consenting Party as a partnership, an association or joint venture of any kind, or create a presumption that the Consenting Parties are in any way acting other than in their individual capacities. None of the Consenting Parties shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company Parties or any of the Company’s other lenders, noteholders or stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Party

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acknowledges that no other Consenting Party will be acting as agent of such Consenting Party in connection with monitoring such Consenting Party’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any other documents to be entered into in connection with the consummation of the Transactions. Each Consenting Party acknowledges, and acknowledges its Affiliates’ understanding, to each other Consenting Party, that: (a) the Transactions described herein are arm’s-length commercial transactions between the Company and the Company’s Affiliates and each Consenting Party, (b) it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (c) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby, and (d) the Consenting Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the other Consenting Parties, the Company’s and those of the Company’s Affiliates or the Affiliates of other Consenting Parties, and the Consenting Parties have no obligation to disclose any of such interests to any other Consenting Party, the Company, the Company’s Affiliates of the Affiliates of other Consenting Parties. Each Consenting Party acknowledges that it has, independently and without reliance upon any other Consenting Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting Party. No securities of the Company are being offered or sold hereby and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Act.

19. Consenting Party Enforcement. A Consenting Party may only enforce this Agreement against the Company Parties and not against another Consenting Party.

20. Specific Performance; Damages. It is understood and agreed by the Parties that money damages may be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach of this Agreement, including, without limitation, a court of competent jurisdiction requiring any Party to comply promptly with any of its obligations in this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall any Party or their representatives be liable to any other Party hereunder for any punitive, incidental, consequential, special or indirect damages, including the loss of future revenue or income or opportunity, relating to the breach or alleged breach of this Agreement.

21. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law provision that would require the application of the laws of another jurisdiction. By the execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any action, suit, or proceeding against it with respect to any matter arising under or out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding may be brought in either a state or federal court of competent jurisdiction in the State and County of New York, Borough of Manhattan. By the execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts

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and submits itself to the exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit, or proceeding. By executing and delivering this Agreement, each of the Parties hereto irrevocably and unconditionally submits to the personal jurisdiction of each such court described in this Section 21, solely for purposes of any action, suit, or proceeding arising out of or relating to this Agreement or for the recognition or enforcement of any judgment rendered or order entered in any such action, suit, or proceeding. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING REFERRED TO ABOVE. Each Party (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 have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 21.

22. Notices. All notices (including, without limitation, any notice of termination as provided for herein) and other communications from any Party given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given upon the earliest of the following: (a) upon personal delivery to the Party to be notified; (b) when sent by confirmed electronic mail if sent during the normal business hours of the recipient, and if not so confirmed, on the next Business Day; (c) three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; and (d) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next-day delivery (with an email upon sending to the Party to be notified), with written verification of receipt. All communications shall be sent:

Diebold Nixdorf, Incorporated

5995 Mayfair Road

North Canton, Ohio 44720

Attn: Jonathan Leiken

Email: ***@***

With copies to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10006

Attn: Ari Blaut

Email: ***@***

and

Evercore Group LLC

55 East 52nd Street

New York, NY 10055

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Attn: Gregory Berube

Email: ***@***

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn:    Damian S. Schaible

Adam L. Shpeen

Dylan Consla

Email:   ***@***

***@***

***@***

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attn:    Scott J. Greenberg

Steven Domanowski

Email: ***@***

***@***

JPMorgan Chase Bank (N.A.), as administrative agent under the Existing Credit Agreement, shall receive copies of all notices given or made pursuant to this Agreement. Such copies shall be sent to:

JPMorgan Chase Bank (N.A.)

383 Madison Avenue

New York, New York 10179

Attn:    Spencer Liu

Charles Dieckhaus

Email: ***@***

***@***

With copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn:    Patrick Ryan

Art Robinson

Daniel Kay

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David Azarkh

Stephanie Rotter

Patrick Baron

Email:   ***@***

***@***

***@***

***@***

***@***

***@***

23. No Third-Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties, and no other Person shall be a third-party beneficiary hereof; provided that it is acknowledged and agreed that (a) each Other Released Party is a third party beneficiary with respect to Section 10(a) hereof and shall be permitted to enforce such provision in accordance with its terms and (b) each Company Released Party is a third-party beneficiary with respect to Section 10(b) hereof and shall be permitted to enforce such provision in accordance with its terms.

24. Publicity; Non-Disclosure.

(a) The Company will disclose this Agreement on the Agreement Effective Date at 5:00 p.m. (EST) or promptly thereafter (but, in any event, no later than 11:59 p.m. (EST) on the Agreement Effective Date) by publicly filing a Form 8-K or any periodic report required or permitted to be filed by the Company under the Exchange Act with the SEC or, if the SEC’s EDGAR filing system is not available, on a press release that results in prompt public dissemination of such information (the “Public Disclosure”). The Company will deliver drafts to the Advisors of such Public Disclosure at least one (1) Business Day before making any such disclosure. Any Public Disclosure shall be reasonably acceptable to the Company Parties and reasonably acceptable to the Majority Consenting Parties. For the avoidance of doubt, the Company Parties shall be permitted to make any Public Disclosure upon the failure of the Majority Consenting Parties (including by or through the Advisors) to respond within one (1) Business Day of receipt of such consent request. Under no circumstances may any Party make any Public Disclosure of any kind that would disclose either: (a) the holdings of any Consenting Party (including on the signature pages of the Consenting Parties, which shall not be publicly disclosed or filed) of any Existing Debt, or of any other debt obligations of the Company, whether prior to or after the consummation of the Transactions or (b) the identity of any Consenting Party, in each case without the prior written consent of such Consenting Party or an order of a court with competent jurisdiction; provided, however, that, notwithstanding the foregoing, the Company Parties shall not be required to keep confidential the aggregate holdings of all Consenting Parties, and each Consenting Party hereby consents to the disclosure of the execution of this Agreement by the Company Parties, and the terms and contents hereof, to the administrative agents, collateral agents, or trustees under the Existing Documents, and in any filings required by applicable law or regulation or the rules of any applicable stock exchange or regulatory body.

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(b) Other than as may be required by applicable law and regulation or by any governmental or regulatory authority as determined by a Party based on reasonable advice of counsel, no Party shall issue any press release, make any filing with the SEC or make any other public announcement with respect to this Agreement or the Transactions without the consent of the Company Parties and the Majority Consenting Parties, which consent shall not be unreasonably delayed, conditioned, or withheld. The Company Parties shall be permitted to make any filing or publish, issue or file any public announcement or communication upon the failure of the Majority Consenting Parties (including by or through the Advisors) to respond within one (1) Business Day of receipt of such consent request. Each Supporting Party shall be permitted to make any filing or publish, issue or file any public announcement or communication upon the failure of the Company Parties to respond within one (1) Business Day of receipt of such consent request by the Company Parties. For the avoidance of doubt, each Party shall have the right, without any obligation to any other Party, to decline to comment to the press with respect to this Agreement.

25. Successors and Assigns; Severability. This Agreement is intended to bind and inure to the benefit of the Parties and their respective permitted successors, assigns, heirs, executors, estates, administrators, and representatives, provided that this Section 25 shall not be deemed to permit Transfers other than in accordance with the express terms of this Agreement. The invalidity or unenforceability at any time of any provision hereof in any jurisdiction shall not affect or diminish in any way the continuing validity and enforceability of the remaining provisions hereof or the continuing validity and enforceability of such provision in any other jurisdiction; provided that, after excluding the provision that is declared to be invalid or unenforceable, the remaining terms provide for the consummation of the Transactions contemplated hereby in substantially the same manner as originally set forth at the later of the date hereof and the date this Agreement was last amended.

26. Error; Ambiguity. Notwithstanding anything to the contrary herein, to the extent counsel to the Company Parties or the Advisors identify, within four (4) Business Days following the Agreement Effective Date, any clear errors, material ambiguities or internally inconsistent provisions within or among this Agreement, each Party hereto covenants and agrees that it will endeavor in good faith to enter into reasonable and mutually satisfactory modifications to this Agreement to remedy such errors, ambiguities, or inconsistent provisions.

27. Joinder. Additional holders of Existing Debt and/or investment advisors, sub-advisors, or managers of discretionary accounts (together with their respective successors and permitted assigns) that hold Existing Debt and that have authority to bind the beneficial owners of such Existing Debt to the terms of this Agreement, as applicable, may become party to this Agreement from time to time (i) in accordance with Section 8 or (ii) on or before the Record Date (or thereafter solely with the consent of the Majority Consenting Parties) by agreeing in writing to be bound by the terms of this Agreement (any such person, an “Additional Consenting Party”) by executing and delivering to the Company, Sullivan & Cromwell, Davis Polk and Gibson Dunn a joinder agreement in the form attached hereto as Exhibit F. Upon the execution and delivery of such joinder agreement, such Additional Consenting Party shall be deemed to make all of the representations, warranties, and covenants of a Consenting Party, as applicable, as set forth in this

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Agreement, and shall be deemed to be a Party and a Consenting Party for all purposes under this Agreement as if they were originally party hereto.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers, all as of the day and year first written above.

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Consenting Parties’ signature pages on file with the Company.]

[Signature Page to Transaction Support Agreement]

Exhibit A

Term Sheet

Diebold Nixdorf, Incorporated

Summary of Terms and Conditions for

Potential Financing Transaction

Terms used but not defined herein shall have the meanings ascribed to them in the Transaction Support Agreement to which this term sheet is attached.

Reference is made to (i) that certain Credit Agreement, dated as of November 23, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement,” and the revolving loans and revolving commitments issued thereunder the “Existing Revolver Exposure” and the term loans issued thereunder the “Existing Term Loans”), by and among Diebold Nixdorf, Incorporated (the “Company”), JPMorgan Chase Bank (N.A.), as the administrative agent, the Company’s subsidiary borrowers party thereto, the guarantors party thereto from time to time and the lenders party thereto, (ii) that certain Senior Notes Indenture, dated as of April 19, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date, the “Existing 2024 Indenture,” and the notes issued thereunder, the “2024 Notes”), by and among the Company, U.S. Bank National Association, as the trustee, and the Company’s subsidiary guarantors party thereto, (iii) that certain Senior Secured Notes Indenture, dated as of July 20, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from prior to the Closing Date, the “Existing U.S. 2025 Indenture”), by and among the Company, U.S. Bank National Association, as the trustee, and the Company’s subsidiary guarantors party thereto and (iv) that certain Senior Secured Notes Indenture, dated as of July 20, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date, the “Existing Euro 2025 Indenture,” together with the Existing U.S. 2025 Indenture, the “Existing 2025 Indentures,” and the notes issued under the Existing 2025 Indentures, the “2025 Notes”), by and among Diebold Nixdorf Dutch Holding B.V., the Company, U.S. Bank National Association, as the trustee, and the Company’s subsidiary guarantors party thereto.

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Annex A

Other Terms

[attached]

Diebold 2023 Credit Agreement and 2025 Indentures¹

Baskets and Other Terms

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Exhibit B

Superpriority Commitments

Exhibit C

Structuring Parties

Exhibit D

Ad Hoc Group Steering Committee

Exhibit E

FORM OF PERMITTED TRANSFEREE JOINDER

The undersigned (the “Transferee”) hereby (a) acknowledges that it has read and understands the Transaction Support Agreement (together with the exhibits and attachments thereto (including the Term Sheet (as defined therein)), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), dated as of October 20, 2022, entered into by and among (i) Diebold Nixdorf, Incorporated (the “Company”), (ii) certain affiliates of the Company and (iii) [Transferor’s Name] (the “Transferor”), and (iv) other holders of the Existing Revolver Exposure, the Existing Term Loans, the 2025 Notes, and/or the 2024 Notes (as defined in the Agreement); and (b) with respect to the Existing Revolver Exposure, the Existing Term Loans, the 2025 Notes, and/or the 2024 Notes to be acquired from the Transferor, agrees from and after such acquisition to be bound by the terms and conditions of the Agreement, without modification, and shall be deemed a “Consenting Party” and a “Party” under the terms of the Agreement. The Transferee hereby makes as of the date hereof all representations and warranties made in the Agreement by all other Consenting Parties. All Existing Revolver Exposure, the Existing Term Loans, the 2025 Notes, and/or the 2024 Notes held by the Transferee (now or hereafter) shall be subject in all respects to the Agreement. All notices and other communications given or made pursuant to the Agreement shall be sent to the Transferee at the address set forth below in the Transferee’s signature below. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.

This Form of Permitted Transferee Joinder shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law provision that would require the application of the laws of another jurisdiction.

Date Executed: _____________, 202[•]

Holdings:

Exhibit F

FORM OF ADDITIONAL CONSENTING PARTY JOINDER

The undersigned (the “Additional Consenting Party”) hereby (a) acknowledges that it has read and understands the Transaction Support Agreement (together with the exhibits and attachments thereto (including the Term Sheet (as defined therein)), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), dated as of October 20, 2022, entered into by and among (i) Diebold Nixdorf, Incorporated (the “Company”), (ii) certain affiliates of the Company and (iii) other holders of Existing Debt (as defined in the Agreement), (b) represents that it (x) either (A) is the beneficial or record owner of the principal amount of Existing Debt indicated on its respective signature page hereto or (B) has sole investment or voting discretion with respect to the principal amount of Existing Debt indicated on its respective signature page hereto and has the power and authority to bind the beneficial owner of such Existing Debt to the terms of this Agreement and (c) with respect to the Existing Debt held by such Additional Consenting Party, agrees from and after the date of this joinder to be bound by the terms and conditions of the Agreement, and shall be deemed a “Consenting Party” and a “Party” under the terms of the Agreement. The Additional Consenting Party hereby makes as of the date hereof all representations and warranties made in the Agreement by all other Consenting Parties. All Existing Debt held by the Additional Consenting Party (now or hereafter) shall be subject in all respects to the Agreement. All notices and other communications given or made pursuant to the Agreement shall be sent to the Additional Consenting Party at the address set forth below in the Additional Consenting Party’s signature below. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.

This Form of Permitted Transferee Joinder shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law provision that would require the application of the laws of another jurisdiction.

Date Executed: _____________, 202[•]

Holdings: