Form of 8.00% Convertible Debenture due 2024

Exhibit 4.4

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR OTHER JURISDICTION AND HAS BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.

THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DAWN WILSON, CHIEF FINANCIAL OFFICER, AT 8201 GREENSBORO DR., SUITE 300, MCLEAN, VIRGINIA 22102, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS SECURITY THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE SECURITY, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE SECURITY AND (3) THE YIELD TO MATURITY OF THE SECURITY.

Issue Date: December 19, 2019

Principal Amount: $[ 🌑 ]

Conversion Price (subject to adjustment as set forth herein): $18.00

8.00% CONVERTIBLE DEBENTURE DUE DECEMBER 19, 2024

THIS 8.00% CONVERTIBLE DEBENTURE is one of a series of 8.00% convertible debentures of KLDiscovery Inc. (f/k/a Pivotal Acquisition Corp.), a Delaware corporation (the “Company”), having its principal place of business at 8201 Greensboro Drive, McLean, Virginia 22102 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, this “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

FOR VALUE RECEIVED, the Company promises to pay to [ 🌑 ] or its registered assigns (the “Holder” and, together with the other holders of Debentures, the “Holders”), or shall have paid pursuant to the terms hereunder, the principal sum of $[ 🌑 ] on or prior to December 19, 2024 (subject, only for purposes of the date on which principal sums outstanding are due under this Debenture, to adjustment in accordance with the second paragraph of Section 4(a)) (the “Maturity Date”), or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then-outstanding principal amount of this Debenture (including any PIK Interest (as defined below) paid) in accordance with the provisions hereof. This Debenture was issued pursuant to the securities purchase agreement, dated December 16, 2019 among the Company, the Holder and the other Holders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

“Additional Payment” means, with respect to clauses (i), (ii) and (iii) of Section 2(d) hereof, an amount equal to (a) $6,000,000, and (b) with respect to clause (iv) of Section 2(d) hereof, the Optional Redemption Additional Payment Amount, in each case, multiplied by a fraction (i) the numerator of which is the number of days elapsing since the last payment pursuant to Section 2(d) hereof (or the Issue Date if no payment has previously been made) and (ii) the denominator of which is 360; provided that the amount in clause (a) of this definition shall be decreased by an amount equal to the product of $6,000,000 and a fraction (x) the numerator of which is all original principal amounts of the Debentures previously redeemed and (y) the denominator of which is $200,000,000.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliate Transaction” shall have the meaning set forth in Section 7(a)(iii) hereof.

“Alternate Consideration” shall have the meaning set forth in Section 5(b) hereof.

“Annual Net Cash Proceeds Threshold” shall have the meaning set forth in Section 6(c)(i) hereof.

“Applicable Proceeds” shall have the meaning set forth in Section 6(c)(i) hereof.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Asset Sale Offer” shall have the meaning set forth in Section 6(c)(iv) hereof.

“Business Combination” means the transactions contemplated by the Merger Agreement and the related agreements and any of the other related transactions as more fully described in the proxy statement/prospectus filed with the SEC on November 20, 2019.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York City.

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“Capitalized Lease” means, at the time any determination thereof is to be made, an obligation that is required to be classified and accounted for as a financing lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP as in effect on the Issue Date, and the amount of Indebtedness represented thereby at such time shall be the amount of the liability in respect thereof that would at that time be required to be reflected as a liability on a balance sheet in accordance with GAAP as in effect on the Issue Date.

“Cash Equivalents” means any of the following types of investments, to the extent owned by the Company or any of its Restricted Subsidiaries:

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Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (j) above; provided that such amounts are converted into any currency listed in clause (a) or (j) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Interest” shall have the meaning set forth in Section 2(a) hereof.

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“Cash Interest Rate” shall have the meaning set forth in Section 2(a) hereof.

“Cash Interest Payment Date” shall have the meaning set forth in Section 2(a) hereof.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit, purchasing or debit card, electronic funds transfer and other cash management arrangements to any the Company or any Restricted Subsidiary.

“Change of Control” means (a) for any reason whatsoever the Company shall cease to own, directly or indirectly, 50.1% of the Equity Interests of LD Topco, Inc., a Delaware corporation, (b) for any reason whatsoever LD Topco, Inc., a Delaware corporation, shall cease to own, directly or indirectly, 50.1% of the Equity Interests of each of LD Intermediate Holdings, Inc., a Delaware corporation and LD Lower Holdings, Inc., a Delaware corporation, (c) at any time prior to a Qualified IPO and for any reason whatsoever, the Permitted Holders shall cease to own, directly or indirectly, at least 50.1% of the Equity Interests of the Company having the power, directly or indirectly, to designate (and do so designate) a majority of the board of directors of the Company, (d) at any time after a Qualified IPO and for any reason whatsoever, any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Issue Date, but excluding any employee benefits plan of the Company or any of its Subsidiaries) other than the Permitted Holders shall beneficially own a percentage of the then-outstanding Voting Equity Interests of the Company that is more than the greater of (i) 35% of the outstanding Voting Equity Interests of the Company and (ii) the percentage of such Voting Equity Interests owned, directly or indirectly, by the Permitted Holders or (e) at any time, a Change of Control (as defined in the First Lien Credit Agreement or the Second Lien Credit Agreement, as applicable) shall have occurred (except with respect to clause (a) of the definition thereof).

“Change of Control Date” means the date on which a Change of Control is consummated.

“Change of Control Conversion Date” shall have the meaning set forth in Section 4(b) hereof.

“Change of Control Notice Date” shall have the meaning set forth in Section 4(b) hereof.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Common Stock” means the Class A common stock, par value $0.0001 per share, of the Company, subject to Section 5(b) hereof.

“Common Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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“Company” shall have the meaning set forth in the Recitals.

“Consolidated EBITDA” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the sum of:

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“Consolidated Net Income” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, net income, excluding, without duplication:

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There shall be excluded from Consolidated Net Income for any period (a) the accounting effects of adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to

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the Company and/or its Restricted Subsidiaries), as a result of any acquisition consummated prior to the Issue Date, the Transactions and any acquisitions or investments not prohibited hereby or the amortization or write-off of any amounts thereof and (b) any income (loss) for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts and (iii) other derivative instruments.

“Consolidated Total Assets” means, the consolidated total assets of the Company and its Restricted Subsidiaries as set forth on the consolidated balance sheet of the Company as of the most recent period for which financial statements were required to have been delivered pursuant to Section 9(a)(i)(1) or 9(a)(i)(2) hereof (and, in the case of any determination relating to any incurrence of Indebtedness or any investment, Restricted Payment or acquisition, on a Pro Forma Basis including any property or asset being acquired or disposed of in connection therewith) (or prior to such initial delivery hereunder, the most recent financial statements publicly filed with the SEC).

“Consulting Services Agreement” means those certain consulting services agreements between LDisc Holdings, LLC, on the one hand, and an affiliate of the Sponsor, on the other hand, dated as of December 22, 2015, as such consulting services agreements may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but only to the extent that such amendments, supplements or modifications (a) do not increase the obligation of LDisc Holdings, LLC or any of its subsidiaries to make payments thereunder and (b) are otherwise permitted under the terms of the Transaction Documents.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and “Controlling” and “Controlled” have meanings correlative thereto.

“Control Investment Affiliate” means, as to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose of making equity investments in one or more companies.

“Conversion Date” shall have the meaning set forth in Section 4(a) hereof.

“Conversion Price” means $18.00 per share of Common Stock, subject to adjustment as set forth herein.

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Debenture in accordance with the terms hereof and the Purchase Agreement.

“Debenture” and “Debentures” shall each have the meaning set forth in the Recitals.

“Debenture Register” shall have the meaning set forth in Section 2(b) hereof.

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“Debt Issuance” means the issuance by any Person of any Indebtedness for borrowed money.

“Debtor Relief Laws” means Title 11 of the United States Code, as amended, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Restricted Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided, however, that “Disposition” and “Dispose” shall not be deemed to include any issuance by the Company of any of its Equity Interests to another Person.

“Disposition Transaction” means any Disposition, the Net Cash Proceeds of which are required to be applied to the repayment of First Lien Obligations under the First Lien Credit Agreement (as in effect on the Issue Date) and without giving effect to any amendment, waiver or other modification thereof.

“Distribution” shall have the meaning set forth in Section 5(a) hereof.

“Disqualified Equity Interest” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale; provided that any purchase requirement triggered thereby may not become operative until compliance with provisions of this Debenture (including the purchase of any amount of this Debenture tendered pursuant thereto)), (b) is redeemable at the option of the holder thereof (except as a result of a change of control or asset sale; provided that any purchase requirement triggered thereby may not become operative until compliance with provisions of this Debenture (including the purchase of any amount of this Debenture tendered pursuant thereto)), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees or other service providers of the Company or any Restricted Subsidiary or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Company or any Restricted Subsidiary in order to satisfy applicable statutory or regulatory obligations or in connection with such employee’s or other service provider’s termination, death or disability.

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“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities); provided that any instrument evidencing Indebtedness convertible or exchangeable for Equity Interests shall not be deemed to be Equity Interests unless and until such instrument is so converted or exchanged.

“Equity Issuance” means any issuance by any Person to any other Person of (a) its Equity Interests for cash, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests.

“Event of Default” shall have the meaning set forth in Section 8(a) hereof.

“Exchange Act” means the U.S. Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Holder or required to be withheld or deducted from a payment to a Holder: (a) Taxes imposed on or measured by such Holder’s net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Holder being organized under the laws of or having its principal office in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) any Taxes that are imposed as a result of any other present or former connection between such Holder and the jurisdiction imposing such Tax (other than connections arising from holding this Debenture); (b) any U.S. federal withholding Taxes imposed pursuant to applicable law (including any applicable tax treaty) in effect on the date on which such Holder becomes a Holder or changes its relevant lending office, except, in each case, to the extent that additional amounts with respect to such Taxes were payable to such Holder’s assignor immediately before such Holder became a party hereto; (c) Taxes attributable to a Holder’s failure to deliver documentation meeting the Tax Form Requirements; (d) Taxes imposed under FATCA; or (e) U.S. backup withholding Taxes.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Debenture (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“First Lien Credit Agreement” means that certain first lien credit agreement, dated as of December 9, 2016, among LD Intermediate Holdings, Inc. and LD Lower Holdings, Inc., as co-borrowers, LD Topco, Inc., as holdings, the lenders and other persons party thereto from time to time and Royal Bank of Canada, as administrative agent and collateral

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agent, as the same may be amended, restated, modified, supplemented, extended, increased, renewed, refunded, replaced, restructured or refinanced from time to time in one or more agreements (in each case with the same or new lenders, investors or agents), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof with new lenders or a different agent, in each case as and to the extent permitted by this Debenture.

“First Lien Incremental Loans” means the “New Term Loans,” any “Term Commitment Increase” or “Revolving Credit Commitment Increase,” each as defined in the First Lien Credit Agreement.

“First Lien Net Leverage Ratio” means, on any date of determination, with respect to the Company and its Restricted Subsidiaries on a consolidated basis, the ratio of (a) Funded First Lien Indebtedness (less the Unrestricted Cash of the Company and its Restricted Subsidiaries as of such date) of the Company and its Restricted Subsidiaries on such date to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the four fiscal quarter period most recently then ended.

“First Lien Incremental Notes” means the “New Incremental Notes” as defined in the First Lien Credit Agreement.

“First Lien Obligations” means the “Obligations” as defined in the First Lien Credit Agreement.

“Foreign Disposition” shall have the meaning set forth in Section 6(c)(iii) hereof.

“Fundamental Transaction” shall have the meaning set forth in Section 5(b) hereof.

“Funded First Lien Indebtedness” means Funded Indebtedness that is secured by a Lien on any asset or property of the Company or any Restricted Subsidiary; provided that such Funded Indebtedness (i) is not expressly subordinated pursuant to a written agreement in right of payment to the First Lien Obligations or (ii) is not secured by Liens on the collateral securing the First Lien Obligations that are expressly junior to the Liens securing the First Lien Obligations.

“Funded Indebtedness” means all Indebtedness of the type described in clauses (a), (b)(i), (f) and, without duplication, (h) of the definition of “Indebtedness” (to the extent relating to Indebtedness of the type described in clauses (a), (b)(i) or (f) of the definition thereof), of a Person and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet (in the case of such clause (h), of the Person whose Indebtedness is guaranteed) prepared as of such date on a consolidated basis in accordance with GAAP (but (x) subject to Section 10(b)(iii) hereof and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire stated principal amount thereof, without giving effect to any discounts or upfront payments), excluding (i) obligations in respect of letters of credit, except to the extent of unreimbursed amounts thereunder that are not reimbursed within two Business Days after such amount is drawn and (ii) Attributable Indebtedness of the type described in clause (b) of the definition of Attributable Indebtedness. For the avoidance of doubt, it is understood that obligations (x) under Swap Contracts and Cash Management Agreements, and (y) owed by Unrestricted Subsidiaries, do not constitute Funded Indebtedness.

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“Funded Senior Secured Indebtedness” means Funded Indebtedness that is secured by a Lien on any asset or property of the Company or any Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case, in the ordinary course of business, or customary or reasonable indemnity obligations in effect on the Issue Date, or entered into in connection with any acquisition or disposition of assets not prohibited hereby (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Holder” and “Holders” shall each have the meaning set forth in the Recitals.

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“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or Joint Venture (other than a joint venture that is itself a corporation or limited liability company or the foreign equivalent thereof) in which such Person is a general partner or a joint venturer, (i) unless such Indebtedness is expressly made non-recourse to such Person or (ii) except to the extent such Person’s liability for such Indebtedness is otherwise limited in recourse or amount, but only up to the amount of the value of the assets to which recourse is limited or the amount of such limit and (B) in the case of the Company and its Restricted Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of roll over or extensions of term). The amount of any net obligation under any Swap Contract on any date shall be

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deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) of this definition shall be deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” shall have the meaning set forth in Section 10(n) hereof.

“Indemnities” shall have the meaning set forth in Section 10(n) hereof.

“Immaterial Subsidiary” means any Subsidiary of the Company that, as of the date of the most recent financial statements required to be delivered pursuant to Section 9(a)(i)(1) or 9(a)(i)(2) hereof, (a) does not have (x) assets (when combined with the assets of all other Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 5.0% of Consolidated Total Assets or (y) revenues (when combined with the revenues of all other Immaterial Subsidiaries, after eliminating intercompany obligations) for the period of four consecutive fiscal quarters ending on such date in excess of 5.0% of the consolidated revenues of the Company and its Restricted Subsidiaries for such period or (b) whose contribution to Consolidated EBITDA (when combined with the contribution to Consolidated EBITDA of all other Immaterial Subsidiaries, after eliminating intercompany obligations) for the period of four consecutive fiscal quarters ending on such date does not exceed 5.0% of the Consolidated EBITDA of the Company and its Restricted Subsidiaries for such period (or prior to such initial delivery hereunder, the most recent financial statements publicly filed with the SEC).

“Indemnified Taxes” means all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Company under this Debenture.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged and that is independent of the Company and its Affiliates.

“Initial Public Company Costs” means, as to any Person, costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act, as applicable to companies with equity securities held by the public, the rules of national securities exchange companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing fees, in each case, to the extent arising solely by virtue of the initial listing of such Person’s equity securities on a national securities exchange and in connection with the consummation of the transactions contemplated by the Business Combination; provided that any such costs arising from the costs described above in respect of the ongoing operation of such Person as a result of its listed equity or

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its listed debt securities following the initial listing of such Person’s equity securities or debt securities, respectively, on a national securities exchange and in connection with the consummation of the transactions contemplated by the Business Combination shall not constitute Initial Public Company Costs.

“Interest Payment Date” shall have the meaning set forth in Section 2(a) hereof.

“Interest Rate” shall have the meaning set forth in Section 2(a) hereof.

“Issue Date” means the date of the first issuance of this Debenture, regardless of any transfers of this Debenture and regardless of the number of instruments which may be issued to evidence this Debenture.

“Joint Venture” means (a) any Person that is not a Subsidiary of the Company that would constitute an “equity method investee” of the Company or any of its Restricted Subsidiaries and (b) any Person other than an individual or a Subsidiary of the Company in which the Company or any Restricted Subsidiary holds or acquires a beneficial ownership interest (by way of ownership of Equity Interests or other evidence of ownership) in such Person.

“Laws” means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“LCA Election” shall have the meaning set forth in Section 7(e) hereof.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance having the effect of security, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement or any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by one or more of the Company and its Restricted Subsidiaries of any assets, business or Person not prohibited hereby whose consummation is not conditioned on the availability of, or on obtaining, third-party acquisition financing and which is designated as a Limited Condition Acquisition by the Company or such Restricted Subsidiary in writing to the Holder.

“Manulife” means Manulife Investment Management Limited.

“Market Disruption Event” means (a) a failure by the Trading Market to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

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“Maturity Date” shall have the meaning set forth in the Recitals.

“Maximum Rate” shall have the meaning set forth in Section 10(i) hereof.

“Merger Agreement” means that certain agreement and plan of reorganization, dated as of May 20, 2019, as amended by that certain amendment to agreement and plan of reorganization, dated as of October 30, 2019, and as further amended by that second amendment to agreement and plan of reorganization, dated as of December 16, 2019, by and among the Company, Pivotal Merger Sub Corp., LD Topco, Inc. and, solely in its capacity as representative of the stockholders of LD Topco, Inc., Carlyle Equity Opportunity GP, L.P., as the same may be amended, restated, supplemented or otherwise modified.

“MGG” means MGG Investment Group LP.

“Net Cash Proceeds” means:

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“New York Courts” shall have the meaning set forth in Section 10(f) hereof.

“Notice of Conversion” shall have the meaning set forth in Section 4(a) hereof.

“Offer Amount” shall have the meaning set forth in Section 6(c)(iv) hereof.

“Optional Redemption Additional Payment Amount” means $6,000,000 (as decreased pursuant to the proviso in the definition of “Additional Payment”) multiplied by a fraction (a) the numerator of which is the original principal amount of the Debentures being redeemed and (b) the denominator of which is $200,000,000.

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“Optional Redemption Date” shall have the meaning set forth in Section 6(b) hereof.

“Optional Redemption Notice” shall have the meaning set forth in Section 6(a) hereof.

“OTPP” means 1397225 Ontario Limited.

“Permitted Affiliate Transactions” means:

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“Permitted Holders” means the collective reference to (a) Permitted Transferees, (b) the Sponsor, (c) MGG, (d) OTPP, (e) Manulife and, in each case, their respective Control Investment Affiliates (but excluding any operating portfolio companies of the foregoing), managers and members of management of the Company or any of its Subsidiaries that have ownership interests in the Company and one or more third-party co-investors identified to the Holder prior to the Closing Date (it being understood any such managers or members of management and third-party co-investors shall only constitute “Permitted Holders” to the extent that the ownership interests held by any such managers or members of management and third-party co-investors collectively are less than the ownership interests held by the Sponsor, with any excess ownership interests being excluded from the ownership deemed held by Permitted Holders for purposes of determining whether a Change of Control has occurred).

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“Permitted Indebtedness” means:

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“Permitted Liens” means:

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“Permitted Ratio Debt” means (a) unsecured Indebtedness, (b) secured Indebtedness secured by a Lien ranking pari passu to the Liens securing the First Lien Obligations of the Company or any Restricted Subsidiary, (iii) secured Indebtedness secured by a Lien junior to the Liens securing the First Lien Obligations of the Company or any Restricted Subsidiary or (iv) Indebtedness of the Company or any Restricted Subsidiary that is subordinated in right of payment to the obligations under this Debenture; provided, in each case, that immediately after giving Pro Forma Effect thereto and to the use of the proceeds thereof, (i) (1) in the case of Permitted Ratio Debt incurred to finance an investment or acquisition, no Event of Default shall exist on the date that the applicable the Company or the Restricted Subsidiary enters into a binding agreement with respect to such transaction and no Event of Default under Section 8(a)(i), 8(a)(v) or 8(a)(vi) hereof shall be continuing or result therefrom or (2) in all other cases, no Event of Default shall be continuing or result therefrom, (ii) (1) in the case of unsecured Permitted Ratio Debt, the Total Net Leverage Ratio (determined on a Pro Forma Basis) is no greater than 5.25 to 1.00 or (2), in the case of secured Permitted Ratio Debt, (x) the First Lien Net Leverage Ratio (determined on a Pro Forma Basis) is no greater than 3.75 to 1.00 if such secured Permitted Ratio Debt is ranked pari passu with the First Lien Obligations or (y) the Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis) is no greater than 5.25 to 1.00 for all other secured Permitted Ratio Debt and (iii) with respect to any incurrence of Permitted Ratio Debt, any identifiable proceeds of Indebtedness incurred pursuant to clause (s) of the definition of “Permitted Indebtedness” shall not qualify as “cash or Cash Equivalents” for the purposes of calculating any net obligations or liabilities for purposes of such incurrence.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, exchange or extension of any Indebtedness of such Person; provided that:

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“Permitted Transferee” means, in the case of any member of management, (a) his or her executor, administrator, testamentary trustee, legatee or beneficiaries, (b) his or her spouse, parents or siblings, members of his or her immediate family (including adopted children and step children) and/or direct lineal descendants or (c) a trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only a member of management and his or her spouse, parents or siblings, members of his or her immediate family (including adopted children) and/or direct lineal descendants (in each case, for so long as the ownership interests held by such persons are less than the ownership interests held by the Sponsor).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“PIK Interest” shall have the meaning set forth in Section 2(a) hereof.

“PIK Interest Rate” shall have the meaning set forth in Section 2(a) hereof.

“PIK Interest Payment Date” shall have the meaning set forth in Section 2(a) hereof.

“Pro Forma Basis” and “Pro Forma Effect” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable period of measurement for the applicable covenant or requirement on the basis of the financial information most recently furnished to the Holder pursuant to Section 9(a)(i)(1) or 9(a)(i)(2) hereof (or prior to such initial delivery hereunder, the most recent financial statements publicly filed with the SEC): (a) historical income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction shall be (i) excluded (in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary or any division, product line or facility used for operations of the Company or any Restricted Subsidiary or a designation of a Subsidiary as an Unrestricted Subsidiary) and (ii) included (in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of a Subsidiary as a Restricted Subsidiary), (b) in the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by

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redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable measurement period or (ii) subsequent to the end of the applicable measurement period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable measurement period; provided that (1) Pro Forma Basis and Pro Forma Effect in respect of any Specified Transaction shall be calculated in a reasonable and factually supportable manner and certified by a Responsible Officer of the Company and (2) any such calculation shall be subject to the applicable limitations set forth below.

Notwithstanding anything to the contrary herein, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio and Consolidated EBITDA shall be calculated on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation. The calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio and Consolidated EBITDA on a Pro Forma Basis for the purpose of determining if any action is permitted under an incurrence test hereunder shall be based on the financial statements that have been most recently furnished pursuant to Section 9(a)(i)(1) or 9(a)(i)(2) hereof (or prior to such initial delivery hereunder, the most recent financial statements publicly filed with the SEC).

Whenever Pro Forma Effect is to be given to a Specified Transaction, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Company in good faith to be realized (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period and as if such items were realized during the entirety of such period) as a result of specified actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company), with “run-rate” meaning the full recurring benefit for a period that is associated with any action taken or committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent measurement period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (a) such cost savings, operating expense reductions, other operating improvements and synergies are factually supportable in the good faith judgment of the Company and as determined in good faith by the Company and are reasonably anticipated to be realized within 18 months after the consummation of any operational change or the acquisition or disposition which is expected to result in such cost savings, expense reductions, operating improvements or synergies, (b) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this paragraph to the extent duplicative of any

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expenses or charges otherwise added to Consolidated Net Income or Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period, (c) projected amounts (that are not yet realized) may no longer be added in calculating Consolidated EBITDA to the extent occurring more than six full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions, operating improvements and synergies and (d) amounts added to Consolidated EBITDA pursuant to this paragraph shall not, when combined with amounts added to Consolidated EBITDA pursuant to clause (b)(vi) of the definition thereof (other than to the extent in connection with the Transactions), in the aggregate exceed 25% of Consolidated EBITDA (determined prior to giving effect to such amounts) in any four consecutive fiscal quarter period.

“Purchase Agreement” shall have the meaning set forth in the Recitals.

“Purchase Date” shall have the meaning set forth in Section 6(c)(iv) hereof.

“Qualified IPO” means the issuance by the Company of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8), resulting in such Equity Interests being listed on a nationally recognized stock exchange in the applicable jurisdiction.

“Relevant Transaction” shall have the meaning set forth in Section 6(c)(i) hereof.

“Required Holders” means the Holders of a majority in aggregate principal amount of outstanding Debentures; provided, however, that such Required Holders shall include both an Affiliate of MGG and an Affiliate of OTPP.

“Responsible Officer” means the chief executive officer, representative, director, manager, president, vice president, executive vice president, chief financial officer, treasurer or assistant treasurer, secretary or assistant secretary, authorized signatory, attorney-in-fact (to the extent empowered by the board of directors or managers of the Company or such Restricted Subsidiary), or other similar officer of the Company or a Restricted Subsidiary. Any document delivered hereunder that is signed by a Responsible Officer of the Company or a Restricted Subsidiary shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Company or such Restricted Subsidiary, as applicable, and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Company or such Restricted Subsidiary, as applicable.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof).

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“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

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

“Second Lien Credit Agreement” means that certain second lien credit agreement, dated as of December 9, 2016, among LD Intermediate Holdings, Inc. and LD Lower Holdings, Inc., as co-borrowers, LD Topco, Inc., as holdings, the lenders party thereto from time to time and Royal Bank of Canada, as administrative agent and collateral agent, as the same may be amended, restated, modified, supplemented, extended, increased, renewed, refunded, replaced, restructured or refinanced from time to time in one or more agreements (in each case with the same or new lenders, investors or agents), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof with new lenders or a different agent, in each case, as and to the extent permitted by this Debenture.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Senior Secured Net Leverage Ratio” means, on any date of determination, with respect to the Company and its Restricted Subsidiaries on a consolidated basis, the ratio of (a) Funded Senior Secured Indebtedness (less the Unrestricted Cash of the Company and its Restricted Subsidiaries as of such date) of the Company and its Restricted Subsidiaries on such date to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the four fiscal quarter period most recently then ended.

“Share Delivery Date” shall have the meaning set forth in Section 4(c)(ii) hereof.

“Specified Transaction” means any incurrence or repayment of Indebtedness or investment that results in a Person becoming a Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or as an Unrestricted Subsidiary, any acquisition or any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Company, any investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any disposition of a business unit, line of business or division of the Company or any of its Restricted Subsidiaries, in each case, whether by merger, consolidation, amalgamation or otherwise or any material restructuring of the Company or implementation of any initiative (including cost saving and operating expense reduction initiatives not in the ordinary course of business).

“Sponsor” means CEOF II DE AIV, L.P., a Delaware limited partnership, and each of its Control Investment Affiliates (but excluding any operating portfolio companies of the foregoing).

“Standard Settlement Period” shall have the meaning set forth in Section 4(c)(ii) hereof.

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“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (a) of which a majority of the shares of securities or other Equity Interests having ordinary voting power for the election of directors, managers or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned or (b) the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting purposes. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Successor Entity” shall have the meaning set forth in Section 5(b) hereof.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement, including any obligations or liabilities under any such master agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

“Synthetic Lease Obligation” means the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease as determined pursuant GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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“Total Net Leverage Ratio” means, on any date of determination, with respect to the Company and its Restricted Subsidiaries on a consolidated basis, the ratio of (a) Funded Indebtedness (less the Unrestricted Cash of the Company and its Restricted Subsidiaries as of such date) of the Company and its Restricted Subsidiaries on such date to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the four fiscal quarter period most recently then ended.

“Transaction Costs” has the meaning given to such term in the definition of “Transactions.”

“Transaction Documents” means, collectively, the Debentures, the Purchase Agreement and any other document designated as a Transaction Document by the Company.

“Transactions” means:

“UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York.

“Unrestricted Cash” means, as of any date of determination, the aggregate amount of all cash and Cash Equivalents on the consolidated balance sheet of the Company and its Restricted Subsidiaries that is not restricted for purposes of GAAP.

“Unrestricted Subsidiary” means (a) any Subsidiary of the Company designated as an Unrestricted Subsidiary hereunder; provided that the Company shall only be permitted to so designate an Unrestricted Subsidiary so long as (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) no such Subsidiary or any of its Subsidiaries owns any Equity Interests, or owns or holds any Lien on any property of, the Company or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, (iii) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Company or any Restricted Subsidiary) through investments not prohibited hereby and such Unrestricted Subsidiary and any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be valued at its fair market value (as determined by the Company in good faith) at the time of such designation, (iv) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under the First Lien Credit Agreement and the Second Lien Credit Agreement and all Permitted Refinancings in respect thereof, and any Permitted Ratio Debt, in each case, with an aggregate outstanding principal amount in excess of $20,000,000 and (v) the Required Holders shall have otherwise given their prior written consent of such designation. The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this

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Debenture (each, a “Subsidiary Redesignation”); provided that (1) no Event of Default has occurred and is continuing or would result therefrom, (2) any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such Subsidiary Redesignation shall be deemed newly incurred or established, as applicable, at such time and (3) the Required Holders shall have otherwise given their prior written consent of such Subsidiary Redesignation; provided, further, that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary.

“Voting Equity Interests” means, with respect to any Person, the outstanding Equity Interests of a Person having the power, directly or indirectly, to designate the board of directors (or equivalent governing body) of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof) obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then-remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then-outstanding principal amount of such Indebtedness; provided that the effects of any prepayments or amortization made on such Indebtedness shall be disregarded in making such calculation.

Section 2. Interest; Mandatory Prepayments.

(a) Payment of Interest. The Company shall pay interest on the aggregate unconverted and then-outstanding principal amount (including any PIK Interest paid) of this Debenture from the most recent Interest Payment Date or, if no interest has been paid, the Issue Date, at the rate of 8.00% per annum, paid 4.00% in cash (the “Cash Interest Rate” and such interest paid in cash, the “Cash Interest”) and 4.00% in kind (the “PIK Interest Rate” and, together with the Cash Interest Rate, the “Interest Rate”; and such interest paid in kind at the PIK Interest Rate, the “PIK Interest”). Cash Interest shall be payable quarterly on the last Business Day of each of March, June, September and December, beginning on March 31, 2020 (each such date, a “Cash Interest Payment Date”), and on the Conversion Date (subject to Section 3(a) hereof), each Optional Redemption Date and the Maturity Date. PIK Interest shall be payable quarterly on the last Business Day of each of March, June, September and December, beginning on March 31, 2020 (each such date, a “PIK Interest Payment Date,” and together with each Cash Interest Payment Date, an “Interest Payment Date”), and shall be paid in-kind by adding such interest on each PIK Interest Payment Date to the aggregate unconverted and then-outstanding principal amount of this Debenture; provided that accrued PIK Interest with respect to the principal amount being repaid shall be paid in cash on each Optional Redemption Date and the Maturity Date.

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(b) Interest Calculations. Interest on this Debenture shall be calculated on the basis of a 360-day year and the actual number of days elapsed. Interest shall accrue at the applicable Interest Rate from the most recent applicable Interest Payment Date or, if no interest has been paid, the Issue Date. Interest shall cease to accrue with respect to any principal amount (including any PIK Interest paid) of this Debenture converted. Interest hereunder will be paid to the Person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of this Debenture (the “Debenture Register”). If any Interest Payment Date, or other date on when any payment or other obligation hereunder shall be due, is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day, and no interest or other amounts shall accrue for the intervening period.

(c) Default Interest. Upon the occurrence and during the continuance of any Event of Default, the PIK Interest Rate shall be increased by 2.00% per annum (as permitted by law, and in no event shall the PIK Interest Rate exceed 6.00% per annum) (the “Default Interest”).

(d) Additional Payments. On (i) each yearly anniversary of the Issue Date (or if such day is not a Business Day, the next succeeding Business Day), (ii) the Maturity Date (immediately prior to payment), (iii) the Conversion Date and (iv) each Optional Redemption Date, the Company shall add to the unconverted and then-outstanding principal amount of the Debentures, on a pro rata basis, the Additional Payment. For the avoidance of doubt, to the extent any portion of the Additional Payment has been made in connection with an optional redemption in any year, then the Additional Payment shall be reduced by such portion of the Additional Payment made in that year.

Section 3. Registration of Transfers and Exchanges.

(a) Different Denominations. This Debenture is exchangeable for an equal aggregate principal amount (including any PIK Interest paid) of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

(b) Investment Representations. This Debenture has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

(c) Reliance on Debenture Register. Prior to due presentment for transfer to the Company of this Debenture, 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.

(d) Issuance of Debentures. Upon surrender for registration of transfer or exchange of this Debenture to the Company, 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, one or more new Debentures of any authorized denominations and of a like aggregate principal amount. 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 surrendered upon such registration of transfer or exchange.

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Section 4. Conversion.

(a) Voluntary Conversion. From and after the Issue Date (or if Stockholder Approval is required by stock exchange rule or other Law, commencing on and following the Stockholder Approval Date) until the Change of Control Notice Date (unless the notice of the Change of Control is rescinded), the Holder may, at its option, require the Company to convert all (and not less than all) of the then-outstanding principal amount (including any PIK Interest paid) of this Debenture (and any or all accrued and unpaid interest thereon and all other amounts owing to the Holder under this Debenture, excluding any amounts owed under the indemnity provision set forth in Section 10(n) hereof) into shares of Common Stock. The Holder shall request a voluntary conversion under this Section 4(a) by delivering to the Company a notice of conversion, the form of which is attached hereto as Annex A (the “Notice of Conversion”), specifying therein that all principal amounts (including any PIK Interest paid) of this Debenture are to be converted and the date on which such conversion shall be effected (which date shall be a Business Day of the Holder’s choosing that is no more than ten or fewer than two Business Days after the Holder sends the Notice of Conversion) (such date, the “Conversion Date”) and the Share Delivery Date. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of the Notice of Conversion be required. Upon delivery of the Notice of Conversion, the Holder shall surrender this Debenture to the Company as promptly as is reasonably practicable without delaying or otherwise affecting the Company’s delivery of the Conversion Shares on the Share Delivery Date. A voluntary conversion under this Section 4(a) shall have the effect of terminating this Debenture and the obligations of the Company hereunder (other than, for the avoidance of doubt, delivery of the Conversion Shares on the Share Delivery Date), and interest shall cease to accrue on this Debenture on the Conversion Date.

(b) Voluntary Conversion in Connection with a Change of Control. Notwithstanding Section 4(a) hereof, from and after the Issue Date (or if Stockholder Approval is required by stock exchange rule or other Law, commencing on and following the Stockholder Approval Date), if the Company notifies the Holder of its intention to consummate a Change of Control (the date such notice is delivered to the Holder, the “Change of Control Notice Date”), the Holder may, at its option, require the Company to convert all (and not less than all) of the then-outstanding principal amount (including any PIK Interest paid) of this Debenture (and any or all accrued and unpaid interest thereon and all other amounts owing to the Holder under this Debenture, excluding any amounts owed under the indemnity provision set forth in Section 10(n) hereof) into shares of Common Stock. The notice delivered by the Company shall, to the extent determined, contain (i) the identity of the prospective purchaser, including (to the extent applicable) the ultimate beneficial holder thereof, (ii) the number and classes of shares of Common Stock proposed to be acquired by the prospective purchaser under the terms of the Change of Control, (iii) the form and consideration to be paid for such shares, (iv) the expected timing for

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completion of the Change of Control and (v) any definitive documentation relating to such Change of Control (provided, that if such documentation is not available at the time of the delivery of such notice, then such documentation shall be delivered promptly following its execution). The Holder shall request a voluntary conversion under this Section 4(b) by delivering to the Company a Notice of Conversion, no later than eight Business Days after the Change of Control Notice Date, specifying therein that all amounts (including any PIK Interest paid) of this Debenture are to be converted (the date such Notice of Conversion is delivered, the “Change of Control Conversion Date”). If, during the period from the Change of Control Conversion Date to the Share Delivery Date, there is a change in the information delivered by the Company to such Holder with respect to such Change of Control (other than (A) a change to the identity of the prospective purchaser to an affiliate of such prospective purchaser, (B) an immaterial change in the expected timing for completion of the Change of Control or (C) after the execution of a definitive agreement with respect to such Change of Control, a change in the expected timing for completion of the Change of Control solely due to the receipt of regulatory approvals), the Company shall promptly notify such Holder of such change (such notice, a “Subsequent Company Notice”), and such Holder, within two Business Days of receipt of such notice, shall, (1) if it has delivered a Notice of Conversion, notify the Company in writing of either its rescission of its Notice of Conversion or its intention to proceed with conversion or (2) if it has not delivered a Notice of Conversion, deliver a Notice of Conversion or provide written notice that such Holder intends not to convert its Debenture; provided, however, if the Subsequent Company Notice includes any change to the information referenced in sub-clauses (i), (ii) or (iii) above, which would, directly or indirectly, have a material impact or effect on the Holder in the proposed Change of Control transaction, then the Holder agrees to act in good faith to respond as set forth in sub-clauses (1) or (2) above as soon as possible and in any event no later than eight Business Days following of receipt of such Subsequent Company Notice. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of the Notice of Conversion be required. The Holder shall surrender this Debenture to the Company promptly on the Share Delivery Date. A voluntary conversion under this Section 4(b) shall have the effect of terminating this Debenture and the obligations of the Company hereunder (other than, for the avoidance of doubt, delivery of the Conversion Shares on the Share Delivery Date), and interest shall cease to accrue on this Debenture on the Share Delivery Date.

(c) Mechanics of Conversion.

(i) Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount (including any PIK Interest paid) of this Debenture to be converted, plus all accrued and unpaid interest thereon and all other amounts owing to the Holder under this Debenture (excluding any amounts owed under the indemnity provision set forth in Section 10(n) hereof) by (y) the Conversion Price.

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(ii) Delivery of Conversion Shares Upon Conversion. Not later than (1) in connection with a voluntary conversion pursuant to Section 4(a) hereof, the number of Trading Days comprising the Standard Settlement Period after each Conversion Date, and (2) in connection with a voluntary conversion pursuant to Section 4(b) hereof, a date designated by the Company that is no earlier than five Business Days prior to the Change of Control Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares and (B) a wire order in the amount of all amounts due to the Holder under Section 4(c)(iv) hereof (if the Company is required to pay such amounts in cash) to the account specified by the Holder no less than one Business Day prior to the Share Delivery Date. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion.

(iii) Failure to Deliver Conversion Shares. If, (x) in the case of any Notice of Conversion delivered pursuant to Section 4(a) hereof, such Conversion Shares are not delivered to or as directed by the Holder by the Share Delivery Date, or (y) in the case of any Notice of Conversion delivered pursuant to Section 4(b) hereof the Company notifies the Holders in writing that the Change of Control will not be consummated (which the Company shall promptly provide notice of if the definitive agreement with respect to the Change of Control expires or is terminated) or such Change of Control ultimately is not consummated, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such Conversion Shares, to rescind such Notice of Conversion, in which event the Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return to the Company the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion. If, in the case of any Notice of Conversion delivered pursuant to Section 4(b) hereof, the Company notifies the Holder in writing that the Change of Control will not be consummated, the Notice of Conversion will be deemed to be rescinded and the Company shall promptly return to the Holder any original Debenture delivered to the Company.

(iv) Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Debenture. As to any fraction of a share to which the Holder would otherwise be entitled upon a voluntary conversion under this Section 4, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price.

(v) Taxes and Expenses. The Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any Conversion Shares upon conversion in a name other than that of the Holder of this Debenture so converted, and the Company shall not be required to issue or deliver any such Conversion Shares to a Person other than the Holder of this Debenture so converted until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of the Notice of Conversion.

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(d) Reserve and Status of Common Stock Issued Upon Conversion.

(i) At all times from and after the Issue Date, when any Debentures are outstanding, the Company will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Debentures, giving effect to any adjustment to the Conversion Price in accordance with Section 5 hereof.

(ii) The Conversion Shares shall have been duly authorized and, when issued and delivered to the Holder, the Conversion Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s Organizational Documents or under the Delaware General Corporation Law.

Section 5. Certain Adjustments.

(a) Stock Dividends and Stock Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”) payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment with respect to, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction, of which (x) the numerator shall be the number of shares of Common Stock outstanding immediately before such event and (y) the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or Distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) Fundamental Transaction. If, at any time while this Debenture is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders

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of Common Stock are permitted to sell, tender or exchange their shares of Common Stock for other securities, cash or property and has been accepted by the holders of more than 50.0% of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions, effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property or (v) the Company, directly or indirectly, in one or more related transactions, consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50.0% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each, a “Fundamental Transaction”), then, upon any subsequent conversion of this Debenture pursuant to Section 4(a), the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation (the “Successor Entity”) or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Debenture is convertible immediately prior to such Fundamental Transaction. For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under this Debenture and the other Transaction Documents in accordance with the provisions of this Section 5(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder prior to or concurrently with such Fundamental Transaction. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Debenture and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Debenture and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. If, in the case of any Fundamental Transaction, the Alternate Consideration includes shares of stock, securities or other property or assets of a Person other than the Successor Entity, then such other Person shall execute a letter agreement that shall contain such additional provisions to protect the interests of the Holder as deemed reasonable by the Company. The above provisions of this Section 5(b) shall similarly apply to successive Fundamental Transactions.

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(c) Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

(d) Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

Section 6. Optional Redemption; Mandatory Prepayments.

(a) Optional Redemption at Election of Company. The Company may, at any time and from time to time, deliver a notice to the Holders (an “Optional Redemption Notice”) of its election to redeem some or all of the then-outstanding principal amount (including any PIK Interest paid) of the Debentures for cash in an amount equal to the principal amount (including any PIK Interest paid) of that portion of the Debentures being redeemed, plus any accrued and unpaid interest on such principal amount (including any PIK Interest paid) being redeemed. Redemptions of amounts outstanding under the Debentures under this Section 6(a) shall be on a pro rata basis.

(b) Redemption Procedures. In connection with any optional redemption pursuant to Section 6(b) hereof, the Company shall deliver to the Holders an Optional Redemption Notice setting out the principal amount of the Debentures to be redeemed, any accrued and unpaid interest thereon and the date fixed for redemption (each, an “Optional Redemption Date”). Any optional redemption of any principal amount (including any PIK Interest paid) of the Debentures may, at the Company’s discretion, be subject to one or more conditions precedent. The Optional Redemption Date of any optional redemption that is subject to satisfaction of one or more conditions precedent may, in the Company’s discretion, be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such optional redemption may not occur and any related Optional Redemption Notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Optional Redemption Date, or by the Optional Redemption Date so delayed. In addition, such Optional Redemption Notice may be extended, if such conditions precedent have not been satisfied or waived by the Company, by providing notice to the Holders.

(c) Mandatory Prepayments.

(i) If the Company or any Restricted Subsidiary Disposes of any property or assets pursuant to a Disposition Transaction in any transaction or series of related transactions that results in the receipt by the Company or such Restricted Subsidiary of aggregate Net Cash Proceeds such that proceeds realized in any fiscal year exceed $5,000,000 (such annual amount, the “Annual Net Cash Proceeds Threshold”) (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), (1) the Company shall give written notice to the Holder promptly after the date of receipt of such Net Cash Proceeds

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and (2) the Company shall, except to the extent the Company elects to apply all or a portion of such proceeds in accordance with Section 6(c)(ii) hereof, promptly make an Asset Sale Offer (subject to Section 6(c)(ii) hereof), in accordance with the procedures set forth in this Section 6, in an amount equal to such Net Cash Proceeds so realized or received in excess of the Annual Net Cash Proceeds Threshold (the “Applicable Proceeds”); provided, however, the references to “promptly” making an Asset Sale Offer in this Section 6(c) shall be deemed to mean promptly following the date of determining that such Applicable Proceeds shall be used (or required to be used) for an Asset Sale Offer in accordance with this Section 6(c) (but, in any case, no later than 15 Business Days following such determination).

(ii) With respect to any Applicable Proceeds realized or received with respect to any Relevant Transaction, at the option of the Company, the Company or any Restricted Subsidiary may (in lieu of making an Asset Sale Offer pursuant to the applicable provisions of this Section 6(c)) (1) reinvest (directly, or through one or more of its Restricted Subsidiaries) all or any portion of such Applicable Proceeds in the business within 365 days following receipt of such Applicable Proceeds (or, if the Company or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Applicable Proceeds to reinvest such Applicable Proceeds, then within 545 days following receipt of such Applicable Proceeds) or (2) utilize all or any portion of such Applicable Proceeds to repay or prepay secured Indebtedness, including debt under the First Lien Credit Agreement and the Second Lien Credit Agreement (provided that any prepayment or repayment of debt under a revolving facility shall be accompanied by a termination of the underlying commitments); provided that if any Applicable Proceeds are not so applied, subject to Sections 6(c)(i) and 6(c)(iii) hereof, the Company shall promptly make an Asset Sale Offer in accordance with the procedures set forth in this Section 6(c), in an amount equal to 100% of all remaining Applicable Proceeds realized or received to the extent the Company is then required to make an Asset Sale Offer pursuant to Section 6(c)(i) hereof. Pending the final application of any such amount of Applicable Proceeds, the Company or any of its Restricted Subsidiaries may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Applicable Proceeds in any manner not prohibited hereby.

(iii) Notwithstanding any other provisions of this Section 6(c), (1) to the extent that any or all of the Applicable Proceeds of any Disposition by a foreign Subsidiary or a Subsidiary of a foreign Subsidiary (a “Foreign Disposition”) giving rise to make an Asset Sale Offer pursuant to Section 6(c)(i) hereof are prohibited, restricted or delayed by applicable local law from being repatriated to the United States, an Asset Sale Offer with respect to the portion of such Applicable Proceeds will not be required to be made at the times provided in this Section 6(c) but may be retained by the applicable Subsidiary (and no Asset Sale Offer with respect to such amounts shall be required) so long as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use commercially reasonable efforts to cause the applicable foreign Subsidiary to promptly take all

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actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Applicable Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and an amount equal to such repatriated Applicable Proceeds will be promptly the subject (net of additional Taxes payable or reserved against as a result thereof) of an asset sale offer pursuant to this Section 6(c) to the extent provided herein and (2) to the extent that the Company has determined in good faith that repatriation of any or all of the Applicable Proceeds of any Foreign Disposition would have a material adverse Tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Applicable Proceeds, the Applicable Proceeds so affected may be retained by the applicable Subsidiary (and no Asset Sale Offer with respect to such amounts shall be required); provided that, in the case of subclause (2), on or before the later of (x) the date on which the relevant adverse Tax consequence is no longer applicable and (y) the date on which an amount equal to any Applicable Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 6(c), (x) the Company shall apply an amount equal to such Applicable Proceeds to such reinvestments or prepayments as if such Applicable Proceeds had been received by the Company rather than such Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Applicable Proceeds had been repatriated (or, if less, the Applicable Proceeds that would be calculated if received by the Company or such Subsidiary) or (y) such Applicable Proceeds are applied to the repayment of Indebtedness of the Company or the applicable Subsidiary.

(iv) In the event that the Company shall be required pursuant to Sections 6(c)(i) through 6(c)(iii) hereof to commence an offer to the Holder to repurchase a portion of this Debenture (an “Asset Sale Offer”), it shall offer to repurchase such portion of this Debenture at a price in cash equal to the sum of (1) 100% of the principal amount (including any PIK Interest paid) of this Debenture being repurchased plus (2) accrued and unpaid interest, if any, on such principal amount (including any PIK Interest paid) of this Debenture being repaid to, but excluding, the Purchase Date. Each Asset Sale Offer shall remain open for a period of at least five Business Days following its commencement. Within five Business Days immediately after the termination of such period (the “Purchase Date”), the Company shall apply an amount equal to the remaining Applicable Proceeds (the “Offer Amount”) to purchase the principal amount (including any PIK Interest paid) of this Debenture validly tendered and not validly withdrawn and Indebtedness under (x) the other Debentures and, (y) if required by the terms of any other Indebtedness that is pari passu with this Debenture, such Indebtedness, properly tendered on a pro rata basis. The Company may satisfy its obligations under this Section 6(c) with respect to any Disposition by making an Asset Sale Offer at any time prior to the expiration of the reinvestment or repayment period set forth in Section 6(c)(ii) hereof.

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(v) Upon the commencement of an Asset Sale Offer, the Company shall send a notice to the Holder, which shall govern the terms of the Asset Sale Offer and which shall state the Offer Amount, the purchase price and the Purchase Date.

(vi) To the extent that the Offer Amount exceeds the aggregate principal amount (including any PIK Interest paid) of this Debenture, the other Debentures and other Indebtedness that is pari passu with this Debenture validly tendered and not validly withdrawn pursuant to an Asset Sale Offer, the Company and its Restricted Subsidiaries may retain such excess amount and/or apply such excess amount in any manner not inconsistent with the terms of this Debenture. Upon completion of any such Asset Sale Offer, the amount of Net Cash Proceeds required to be applied in accordance with this Section 6(c) shall be reset to zero.

Section 7. Negative Covenants.

(a) As long as any portion of this Debenture remains outstanding the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

(i) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Permitted Liens;

(ii) create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness; provided that the any amounts incurred by any of the Company’s Restricted Subsidiaries in reliance on a dollar basket contained in the First Lien Credit Agreement shall be deducted, dollar-for-dollar, from the dollar baskets contained in this Debenture;

(iii) make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company involving aggregate consideration in excess of $10,000,000 (each of the foregoing, an “Affiliate Transaction”) other than Permitted Affiliate Transactions, unless (1) such Affiliate Transaction is on terms that are not materially less favorable to the Company or such Restricted Subsidiary than those that could have been obtained in a comparable transaction with an unrelated Person on an arm’s-length basis and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30,000,000, the Company delivers to the Holder a resolution adopted in good faith by the majority of the board of directors of the Company or such Restricted Subsidiary approving such Affiliate Transaction, together with a certificate signed by a Responsible Officer of the Company or such Restricted Subsidiary certifying that the board of directors of the Company or such Restricted Subsidiary determined or resolved that such Affiliate Transaction complies with clause (1);

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(iv) make a Restricted Payment in respect of the Company’s Equity Interests with assets of the Company or its Subsidiaries (including, without limitation, Equity Interests of a Subsidiary or Subsidiaries) other than in the form of cash or Equity Interests issued by the Company; or

(v) deem a Subsidiary to be an Unrestricted Subsidiary under the terms of this Debenture or make any investments in Subsidiaries which have been deemed to be Unrestricted Subsidiaries without the prior written consent of the Required Holders.

(b) The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Company dated such date prepared in accordance with GAAP. If any basket is exceeded solely as a result of fluctuations in applicable currency exchange rates or increases in the value of property securing Indebtedness after the last time such basket was utilized (including in connection with any Permitted Refinancing), such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates. If any of the baskets set forth or referred to in this Section 7 are exceeded solely as a result of fluctuations to Consolidated EBITDA for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under this Section 7, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness.

(c) For purposes of determining compliance with this Section 7, in the event that an item of Indebtedness (or any portion thereof) or any Lien (or any portion thereof) meets the criteria of more than one of the categories of Permitted Indebtedness or Permitted Liens, as applicable, the Company may, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) or Lien (or any portion thereof) and will only be required to include the amount and type of such Indebtedness under any combination of such categories (including in part under one such category and in part under any other such category); provided that all Indebtedness outstanding under the First Lien Credit Agreement will at all times be deemed to be outstanding in reliance only on clause (a)(i) of the definition of “Permitted Indebtedness” and all Indebtedness outstanding under the Second Lien Credit Agreement will at all times be deemed to be outstanding in reliance only on clause (a)(i) of the definition of “Permitted Indebtedness” and may not be reclassified under other clauses.

(d) In connection with any action being taken in connection with a Limited Condition Acquisition, except to the extent expressly set forth herein, for purposes of determining compliance with any provision of this Debenture that requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed

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satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into after giving Pro Forma Effect to such Limited Condition Acquisition and the actions to be taken in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such Limited Condition Acquisition and other actions had occurred on such date. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this clause (e), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing solely for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of:

(i) determining compliance with any provision of this Debenture which requires the calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio; or

(ii) testing availability under baskets set forth in this Debenture (including baskets measured as a percentage of Consolidated EBITDA);

in each case, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA of the Company or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Company has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of investments or Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such

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Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided that the calculation of Consolidated Net Income (and any defined term a component of which is Consolidated Net Income) shall not include the Consolidated Net Income of the Person or assets to be acquired in any Limited Condition Acquisition until such time as such Limited Condition Acquisition is actually consummated.

Section 8. Events of Default.

(a) Events of Default. Any of the following shall constitute an “Event of Default”:

(i) any default in the payment of (1) the principal amount of this Debenture (including any PIK Interest paid) or (2) interest and other amounts owing to the Holder on this Debenture, in each case, as and when the same shall become due and payable, which default, solely in clause (2), is not cured within five Business Days;

(ii) the Company (1) fails to perform or observe or perform any covenant or agreement contained in Section 7 of this Debenture or (2) fails to perform or observe any covenant or agreement (other than those specified in Section 8(a)(i) hereof and other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (ix) below)) contained in this Debenture in or in any other Transaction Document on its part to be performed or observed and, in the case of subclause (2), such failure continues for 30 days after notice thereof to the Company by Holders holding more than 25% of the outstanding aggregate principal amount of the outstanding Debentures;

(iii) any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company in this Debenture or in any other Transaction Document, or in any document required to be delivered in connection herewith or therewith, shall be incorrect or misleading in any material respect (or in any respect if any such representation or warranty is already qualified by materiality) when made or deemed made;

(iv) the Company or any Restricted Subsidiary thereof (other than an Immaterial Subsidiary) (1) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount of more than $20,000,000 or (2) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event

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is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its stated maturity; provided that this clause (iii)(2) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other disposition (including a casualty event) of the property or assets securing such Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts into Equity Interests (other than Disqualified Equity Interest or preferred stock) in accordance with its terms; provided, further, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any acceleration of the amounts owed under this Debenture pursuant to Section 8(b) hereof;

(v) the Company or any Restricted Subsidiary thereof (other than any Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, a winding-up, an administration, a dissolution or a composition, or makes an assignment for the benefit of creditors or any other action is commenced (by way of voluntary arrangement, scheme of arrangement or otherwise); or appoints, applies for or consents to the appointment of any receiver, administrator, administrative receiver, trustee, custodian, conservator, liquidator, rehabilitator, judicial manager, provisional liquidator, administrator, receiver and manager, controller, monitor or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, judicial manager, provisional liquidator, administrator, administrative receiver, receiver and manager, controller, monitor or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 days or any proceeding under any Debtor Relief Law relating to any such Person or to all or substantially all of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 days, or an order for relief is entered in any such proceeding;

(vi) (1) the Company or any Restricted Subsidiary thereof (other than any Immaterial Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due or suspends making payments or enters into a moratorium or standstill arrangement in relation to its Indebtedness or is taken to have failed to comply with a statutory demand (or otherwise be presumed to be insolvent by applicable law) or (2) any writ or warrant of attachment or

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execution or similar process is issued, commenced or levied against all or substantially all of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue, commencement or levy, or any analogous procedure or step is taken in any jurisdiction;

(vii) there is entered against the Company or any Restricted Subsidiary thereof (other than any Immaterial Subsidiary) a final judgment or order for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $20,000,000 (to the extent not paid and not covered by (1) independent third-party insurance as to which the insurer has been notified of such judgment or order and does not deny coverage or (2) an enforceable indemnity to the extent that the Company or such Restricted Subsidiary shall have made a claim for indemnification and the applicable indemnifying party shall not have disputed such claim) and there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;

(viii) any material provision of any Transaction Document, at any time after its execution and delivery and for any reason, other than as expressly permitted hereunder or thereunder or satisfaction in full of all obligations under the Transaction Documents, ceases to be in full force and effect; or the Company contests in writing the validity or enforceability of any provision of any Transaction Document; or the Company denies in writing that it has any or further liability or obligation under any Transaction Document (other than as a result of repayment in full of all obligations under the Transaction Documents), or purports in writing to revoke or rescind any Transaction Document (except as otherwise expressly provided in the Transaction Documents); or

(ix) the Company shall fail for any reason to deliver Conversion Shares to a Holder prior to the fifth Trading Day after a Share Delivery Date pursuant to Section 4 or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of any Debentures in accordance with the terms hereof.

(b) Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount (including any PIK Interest paid) of this Debenture, plus accrued and unpaid interest to the extent required by Section 2 hereof and all other amounts owing in respect thereof through the date of acceleration, shall become, at the election of Holders holding more than 25% of the outstanding aggregate principal amount of the Debentures, immediately due and payable in cash. Upon the payment in full of all amounts due to the Holder under the Transaction Documents, the Holder shall promptly surrender this Debenture to or as directed by the Company. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

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Section 9. Miscellaneous.

(a) Reporting.

(i) Annual and Quarterly Financial Statements. So long as amounts due under this Debenture remain outstanding, the Company shall furnish to the Holder:

(1) within 90 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of any independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with GAAP; and

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, beginning with the first full fiscal quarter following the Issue Date, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, together with a customary management’s discussion and analysis of financial information.

(ii) Delivery. Notwithstanding the foregoing, (i) in the event that the Company files an annual report on Form 10-K (or equivalent report) for any fiscal year, or delivers to Holder such annual report in such form as would have been suitable for filing with the SEC, within 90 days after the end of such fiscal year, such Form 10-K shall satisfy all requirements of Section 9(a)(i)(1) hereof with respect to such fiscal year to the extent that it contains the information and report and opinion required by Section 9(a)(i)(1) hereof and (ii) in the event that the Company files a quarterly report on Form 10-Q (or equivalent report) for any fiscal quarter, or delivers to Holder such quarterly report in such form as would have been suitable for filing with the SEC, within 45 days after the end of such fiscal quarter, such Form 10-Q shall satisfy all requirements of Section 9(a)(i)(2) hereof with respect to such fiscal quarter to the extent that it contains the information required by Section 9(a)(i)(2) hereof.

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Section 10. Miscellaneous.

(a) Other Interpretive Provisions. With reference to this Debenture and each other Transaction Document, unless otherwise specified herein or in such other Transaction Document:

(i) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms;

(ii) the words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Transaction Document shall refer to such Transaction Document as a whole and not to any particular provision thereof.

(iii) references in this Debenture to an Exhibit, Schedule, Article, Section, clause or subclause refer (1) to the appropriate Exhibit or Schedule to, or Article, Section, clause or subclause in this Debenture or (B) to the extent such references are not present in this Debenture, to the Transaction Document in which such reference appears;

(iv) the term “including” is by way of example and not limitation;

(v) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form;

(vi) any reference herein to any Person shall be construed to include such Person’s successors and assigns; and

(vii) on the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(b) Accounting Terms.

(i) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to the Transaction Documents shall be prepared in conformity with, GAAP, as in effect from time to time.

(ii) If at any time any change in GAAP or the application thereof would affect the computation or interpretation of any financial ratio, basket, requirement or other provision set forth in any Transaction Document, and the Company shall so request, the Holder and the Company shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof; provided that, until so amended, (1)(A) such ratio, basket, requirement or other provision shall continue

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to be computed or interpreted in accordance with GAAP or the application thereof prior to such change therein and (B) the Company shall provide to the Company a written reconciliation in form and substance reasonably satisfactory to the Required Holders, between calculations of such ratio, basket, requirement or other provision made before and after giving effect to such change in GAAP or the application thereof or (2) the Company may elect to fix GAAP (for purposes of such ratio, basket, requirement or other provision) as of another later date notified in writing to the Holder from time to time.

(iii) Notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Loan Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof.

(iv) Any reference to any specific pronouncement or principle herein not otherwise operative under GAAP shall be deemed to refer to any such similar pronouncement or principle as may be operative under GAAP.

(c) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing and delivered personally, by facsimile or by email attachment or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth in the Purchase Agreement, or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 10(c). Any and all notices or other communications or deliveries to be provided by the Company hereunder, including, without limitation, the Notice of Conversion, shall be in writing and delivered personally, by facsimile or by email attachment or sent by a nationally recognized overnight courier service addressed to the Holder at the facsimile number, email address or address of the Holder appearing on the books of the Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the principal place of business of the Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth in the Purchase Agreement prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth in the Purchase Agreement on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service and (iv) upon actual receipt by the party to whom such notice is required to be given.

(d) Absolute Obligation. Except as expressly provided in the Transaction Documents, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and accrued interest, as applicable, on this Debenture at the time, place and Interest Rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company.

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(e) Lost or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount (including any PIK Interest paid) of this Debenture so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory to the Company. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Debenture.

(f) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Debenture and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS DEBENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g) Amendments; Waivers. Any provision of this Debenture may be amended or waived, and consent to any departure by the Company of the terms of this Debenture may be granted, by a written instrument executed by the Company and the Required Holders; provided, that no such amendment, waiver or consent shall (i) waive or postpone any date fixed by this Debenture or any other Transaction Document for any payment of principal, interest or other amounts due to the Holder, including the Maturity

62

Date, (ii) reduce the principal of, or the rate of interest specified herein on, any Debenture, (iii) change the provisions requiring pro rata payments to the Holders set forth herein or (iv) change any provision of this Section 10(g) or the definition of “Required Holders” or any other provision hereof specifying the number or percentage of the Holders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, in each case, without the written consent of each Holder directly affected thereby. Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Company or the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture on any other occasion.

(h) Severability. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.

(i) Usury. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

(j) Remedies; Other Obligations. The remedies provided in this Debenture shall be cumulative and in addition to all other remedies available under this Debenture and any of the other Transaction Documents at law or in equity, and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Debenture. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).

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(k) Transfer Restrictions. The transfer, assignment or participation of any amount of this Debenture is subject to the conditions specified in the Purchase Agreement, and the Company reserves the right to refuse to transfer, assign or grant a participation in this Debenture until such conditions have been fulfilled with respect to such transfer, assignment or participation.

(l) Tax Matters.

(i) On or prior to the date that it becomes a Holder hereunder, the Holder shall deliver to the Company documentation meeting the Tax Form Requirements.

(ii) Any amounts required to be delivered in connection with this Debenture shall be delivered free and clear of any deduction or withholding for Taxes, except as otherwise required by law. If any applicable law requires the deduction or withholding of any Tax from or in respect of any such amounts, then the Company shall make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, the sum payable by the Company shall be increased as necessary so that after all such deductions or withholdings of Indemnified Taxes have been made (including such deductions and withholdings applicable to additional sums payable under this Section 10(l)(ii)) the applicable Holder receives an amount equal to the sum it would have received had no such deduction or withholding of Indemnified Taxes been made.

(iii) Upon the Company’s receipt of a written request of a Holder or written request of a person certifying that it is an owner of a beneficial interest in this Debenture for the information described in United States Treasury Regulations Section 1.1275-3(b)(1)(i) that is applicable to such Holder or beneficial owner, the Company shall promptly provide to such requesting Holder or owner of a beneficial interest all of such information.

(m) Headings. The headings contained herein are for convenience only, do not constitute a part of this Debenture and shall not be deemed to limit or affect any of the provisions hereof.

(n) Indemnification. The Company agrees to pay or reimburse the Holders for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Debenture or the other Transaction Documents, any proceeding under any bankruptcy proceeding or in connection with any workout or restructuring, including the fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one counsel to the Holders, taken as a whole, and, if necessary, of one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and of special counsel for each relevant specialty and, in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction for each Holder

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subject to such conflict), in each case without duplication for any amounts paid (or indemnified) hereunder. The Company shall indemnify and hold harmless each Holder and its Affiliates and each partner, controlling person, director, officer, employee, counsel, agent and representative of the foregoing and, in the case of any funds, trustees and advisors and attorneys-in-fact (collectively, the “Indemnitees”) from and against (and will reimburse each Indemnitee, as and when incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgements, suits, costs (including settlement costs), disbursements and reasonable and documented or invoiced out-of-pocket fees and expenses (including the fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction material to the interests of the Indemnitees and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions and, solely in the event of an actual or perceived conflict of interest, one additional counsel in each applicable jurisdiction material to the interests of the affected Persons (or each group of affected Persons) taken as a whole) and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against such Indemnitee in any way relating to or arising out of or in connection with or by reason of any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, or in connection with or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, ligation or proceeding): (1) the execution, delivery, enforcement, performance or administration of any Transaction Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby or (2) the use or proposed use of the proceeds therefrom; provided that such indemnity shall not, as to such Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgements, suits, costs, disbursements, fees or expenses are determined by a court of competent jurisdiction in a final and non-appealable judgement to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents, advisors or members of any of the foregoing or (B) any dispute that is among Indemnitees that a court of competent jurisdiction has deemed in a final and non-appealable judgment did not involve actions or omissions of any direct or indirect parent or controlling person of the Company or its Subsidiaries (the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not such proceedings are brought by the Company, its equityholders, its Affiliates, creditors or any other third person. No Indemnitee or the Company shall have any liability for any special, punitive, indirect or consequential damages relating to this Debenture or the other Transaction Documents; provided that such waiver of special, punitive, indirect or consequential damages shall not limit the indemnification obligations of the Company under this Section 10(n). In the case of an investigation, litigation or other proceeding to

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which the indemnity in this Section 10(n) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its directors, shareholders or creditors or any Indemnitee or any other Person, and whether or not any Indemnitee is otherwise a party thereto. Should any investigation, litigation or proceeding be settled, or if there is a judgment against an Indemnitee in any such investigation, litigation or proceeding, the Company shall indemnify and hold harmless each Indemnitee in the manner set forth above; provided, that the Company shall not be liable for any settlement effected without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). All amounts due under this Section 10(n) shall be payable within 30 days after demand therefore. For the avoidance of doubt, the payment, reimbursement or indemnification obligations of the Company pursuant to this Section 10(n) shall not apply to any income, withholding or similar taxes payable by or with respect to the Holder in connection with its ownership of this Debenture.

(o) Execution. In the event that any signature to this Debenture is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above indicated.

[Signature Page to Convertible Debenture]

SCHEDULE 7(a)(i)

LIENS

None.

SCHEDULE 7(a)(ii)

INDEBTEDNESS

None.

SCHEDULE 7(a)(iii)

AFFILIATE TRANSACTIONS

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert the 8.00% convertible debenture due December 19, 2024 (the “Debenture”) of KLDiscovery Inc. (f/k/a Pivotal Acquisition Corp.), a Delaware corporation (the “Company”), held by it into shares of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”) according to the conditions contained in the Debenture, as of the date written below. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Debenture. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as required by the Debenture and the Purchase Agreement and as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

Conversion Information:

Conversion Date:

Principal Amount of Debenture:

Number of Shares of Common Stock to Be Issued:

Signature:

Name:

Address for Delivery of Common Stock Certificates:

or

DWAC Instructions:

Broker No:

Account No: