Draw Conditions. The following shall be preconditions to each Draw Amount being funded: # neither of the Borrowers have filed for bankruptcy protection, sought the appointment of a receiver, or taken any action that would result in the dissolution or winding up of either of OIG or Gibson; # the creditors of either OIG or Gibson have not filed an involuntary bankruptcy petition or sought the appointment of a receiver, which petition or request for appointment has remained in force for a period of more than fifteen (15) days; # Gibson has net working capital in an amount sufficient to fund its operations in the ordinary course of business; # the Company has not authorized any lien or pledge to be attached to either the stock or assets of OIG, Gibson or any of OIG’s affiliates that did not exist as of February 1, 2023, except for increases of outstanding balances in the ordinary course of business solely in accordance with financing agreements already in place as of such date (and to the extent such unauthorized lien or pledge has been attached, the Company will exercise commercially reasonable efforts, in good faith, to have such lien or pledge removed) (each of [(i) through (iv)], a “Draw Condition,” collectively the “Draw Conditions”).

Proceeds of Draw. In the event Landlord draws down on the L-C pursuant to Sections 21.3(D) or (E), above, the proceeds of the L-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord's other assets. Tenant hereby # agrees that # Tenant has no property interest whatsoever in the proceeds from any such draw, and # such proceeds shall not be deemed to be or treated as a "security deposit" under the Security Deposit Law, and # waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L-C received by Landlord, and not # applied against any Rent payable by Tenant under this Lease that was not paid when due, or # used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the "Unused L-C Proceeds"), shall be paid by Landlord to Tenant # upon receipt by Landlord of a replacement L-C in the full L-C Amount, which replacement L-C shall comply in all respects with the requirements of this Article 21, or # within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L-C pursuant to this Section 35, the proceeds of the L-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered (including, without limitation, damages that may be granted to Landlord under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Landlord agrees that the amount of any proceeds of the L-C received by Landlord, and not # applied against any Rent payable by Tenant under this Lease that was not paid when due or # used to pay for any losses and/or damages suffered by Landlord (including, without limitation, damages that may be granted to Landlord under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease (the “Unused L-C Proceeds”), shall be paid by Landlord to Tenant # upon receipt by Landlord of a replacement L-C in the full L-C Amount, which replacement L-C shall comply in all respects with the requirements of this Section 35, or # within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then

With respect to each Secondary Facility Loan made on any Secondary Facility Funding Date (other than any Reserve Replenishment Secondary Facility Loan), the Borrower shall pay to the Administrative Agent, for the account of each of the Lenders that shall have made a Secondary Facility Commitment, an initial draw discount (each, an “Initial Loan Draw Discount”) equal to five (5%) percent of the initial principal amount of such Secondary Facility Loan.

Delayed Draw Loans. Subject to the terms and conditions set forth in this Agreement, on any Business Day during the Delayed Draw Period, the Lenders severally agree to make Loans in the aggregate maximum principal amount of up to $50,000,000.00 (the “Delayed Draw Loans”) to the Borrowers; provided, however, that (A)(I) any such Delayed Draw Loan that is a Base Rate Loan shall be in the amount of $100,000.00 or an integral multiple of $100,000.00 in excess thereof and # any such Delayed Draw Loan that is a LIBOR Rate Loan shall be in the amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof, # there shall not be more than three Delayed Draw Loans advanced during the Delayed Draw Period, # such Delayed Draw Loans shall consist of advances made simultaneously by the Lenders ratably according to their Commitments, # such Delayed Draw Loans shall be subject to the conditions in §11 having been satisfied and # the aggregate amount advanced to the Borrowers pursuant to this §2.1(b) shall not exceed the aggregate unfunded Commitments.

Amendment of the Definition of Delayed Draw Period. The definition of Delayed Draw Period in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Second Draw Period” is the period commencing on the date of the occurrence of the Second Draw Period Commencement Date and ending on the earliest of # the date that is thirty (30) days immediately following the Second Draw Period Commencement Date, # September 30, 2021 and # the occurrence of an Event of Default; provided, however, that the Second Draw Period shall not commence if on the Second Draw Period Commencement Date an Event of Default has occurred and is continuing.

“Delayed Draw Term Commitment Period”: the period from and including the Funding Date to the Delayed Draw Termination Date.

Acquisition Draw Term Borrowing. Subject to the terms and conditions set forth herein, including, without limitation, satisfaction of each condition set forth in [Section 4.02], each Term Lender severally agrees to make loans to the Domestic Borrower, in Dollars, during the Acquisition Draw Term Availability Period (the date of each such draw, an “Acquisition Draw Term Draw Date”) in an aggregate principal amount equal to such Term Lender’s Applicable Percentage of the Acquisition Draw Term Facility (individually, an “Acquisition Draw Term Loan” and collectively the “Acquisition Draw Term Loans”, and together with the Initial Term Loans, the “Term Loans”); provided that the proceeds of each Acquisition Draw Term Loan shall be used solely to finance currency swap transactions by the Borrowers and their Subsidiaries in advance of, and as a portion of, the acquisition consideration for the Lite-On Acquisition. The Acquisition Draw Term Borrowings shall consist of Acquisition Draw Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Acquisition Draw Term Facility. The Acquisition Draw Term Commitment of each Acquisition Draw Term Lender shall be permanently and automatically reduced by the aggregate amount of Acquisition Draw Term Loans funded by such Acquisition Draw Term Lender. Any Acquisition Draw Term Commitments not used at the expiration of the Acquisition Draw Term Availability Period shall be automatically cancelled. There shall not be more than three (3) Acquisition Draw Term Borrowings.

Acquisition Draw Term Loans. If for any reason the Lite-On Acquisition Date has not occurred on or prior to December 31, 2020, the Borrowers shall prepay the Acquisition Draw Term Loans in full on January 1, 2021. Subject to Section 2.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Acquisition Draw Term Facility.