SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT

SECOND AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

This Second Amendment to Securities Purchase Agreement (the “Amendment”) is entered into as of June 14, 2024 among KLDiscovery Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including their permitted successors and assigns, each a “Purchaser” and, collectively, the “Purchasers”). The Company together with the Purchasers are referred to herein as the “Parties.” Capitalized terms used herein and not defined shall have the meaning ascribed to them in the Securities Purchase Agreement (as defined below).

WHEREAS, the Company is party to that certain Securities Purchase Agreement dated as of December 16, 2019, as amended by that certain First Amendment to Securities Purchase Agreement dated as of November 19, 2021 (as so amended, the “Securities Purchase Agreement”), among the Company and the purchasers identified on the signature pages thereto (such purchasers, collectively, the “Original Purchasers”);

WHEREAS, pursuant to the Securities Purchase Agreement, the Company issued 8.00% convertible debentures (the “Debentures”) in the aggregate principal amount of $200,000,000, upon the terms and subject to the conditions set forth therein, to the Original Purchasers, in the names and amounts set forth in Schedule I thereto;

WHEREAS, as of the date hereof, the undersigned Purchasers collectively hold 100% of the issued and outstanding Debentures; and

WHEREAS, the Parties wish to amend further the Securities Purchase Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Part (c) of Section 3 of the form of Debenture and each issued and outstanding Debenture is hereby amended as follows, with deleted terms indicated in strikethrough text and new terms indicted in bold text:

“(c) Reliance on Debenture Register. Prior to due presentment for transfer to the Company of this debenture, the The Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.”

Part (d) of the form of Debenture and each issued and outstanding Debenture is hereby amended as follows, with deleted terms indicated in strikethrough text and new terms indicted in bold text:

“(d) Issuance of Debentures. Upon delivery to the Company of a request to surrender for registration of register the transfer or exchange of this Debenture, and satisfaction of the requirements for such transfer set forth herein, the Company shall execute, in the name of the designated transferee or exchanging party, issue one or more new Debentures of any authorized denominations and of a like aggregate principal amount to the designated transferee by entering such transferee as the holder of record of such new Debentures on the Debenture Register and removing the transferor as the holder of record of this Debenture on the Debenture Record. All Debentures issued upon any registration of transfer or exchange of a Debenture in accordance with the terms hereof shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits as the Debenture transferred or exchanged.”

“Each Debenture may be transferred upon delivery to the Company of a request to register the transfer of such Debenture by the relevant Purchaser, and upon delivery of the information described in the preceding sentence the Company shall issue one or more new Debentures of like tenor and of a like aggregate principal amount to the applicable transferee by removing the transferor, and entering such transferee, as a holder of record on the Debenture Register.”

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed as of the day and year first above written.

KLDISCOVERY INC.

By: /s/ Dawn Wilson

Name: Dawn Wilson

Title: CFO

1397225 ONTARIO LIMITED

By: /s/ Antony Waszkiewicz

Name: Antony Waszkiewicz

Title: Authorized Signatory

By: /s/ Kevin Griffin

Name: Kevin Griffin

Title: CEO

Exhibit A

Debenture Register