Accelevation Holdings Corp.

The following is a summary of the material provisions relating to our material indebtedness. The following summary

does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the

corresponding agreement or instrument, including the definitions of certain terms therein that are not otherwise

defined in this prospectus. You should refer to the relevant agreement or instrument for additional information,

copies of which are filed as exhibits to the registration statement of which this prospectus is a part.

Credit Agreement

On January 2, 2025, Accelevation LLC, as borrower, entered into a credit agreement (as amended to date, the

“Credit Agreement”) with MidCap Financial Trust, as administrative agent and collateral agent, and the lenders

party thereto, providing for (i) a $200.0 million initial term loan facility (the “Initial Term Loan Facility” and, the

loans thereunder, the “Initial Term Loans”), (ii) a $75.0 million delayed draw term loan facility (the “Delayed Draw

Term Loan Facility” and, together with the Initial Term Loan Facility, the “Term Loan Facility”) and (iii) a $50.0

million revolving credit facility (the “Revolving Credit Facility”). The proceeds of the Initial Term Loans were used,

together with proceeds of an equity investment, to pay consideration in connection with the acquisition of

Accelevation LLC by our Principal Stockholder, to refinance certain existing indebtedness and to pay certain

transaction expenses.

On September 5, 2025, we entered into the First Amendment to Credit Agreement, providing for $20.0 million of

incremental commitments under the Term Loan Facility and $10.0 million of incremental commitments under the

Revolving Credit Facility. The proceeds of the incremental commitments under the Term Loan Facility were used to

repay certain outstanding amounts under the Revolving Credit Facility.

On February 13, 2026, we entered into the Third Amendment to Credit Agreement, providing for $40.0 million of

additional incremental commitments under the Term Loan Facility. The proceeds of the incremental commitments

under the Term Loan Facility were used to repay certain outstanding amounts under the Revolving Credit Facility.

On June 25, 2026, we entered into the Fourth Amendment to Credit Agreement (the “Fourth Amendment”),

providing for $346.0 million of additional incremental commitments under the Term Loan Facility (the “Fourth

Amendment Term Loan Facility”) and $10.0 million under the Delayed Draw Term Loan Facility (the “Fourth

Amendment Delayed Draw Term Loan Facility”). The proceeds of the incremental commitments under the Fourth

Amendment Term Loan Facility were used to fund a distribution to unitholders of Topco and to pay certain

transaction expenses incurred in connection with the Fourth Amendment. As of June 30, 2026, we had

approximately $651.5 million outstanding under our Term Loan Facility and no outstanding borrowings under our

Revolving Credit Facility. As of June 30, 2026, the weighted average interest rate for the Term Loan Facility and for

amounts drawn under the Revolving Credit Facility was approximately 8.772%.

Interest Rates and Fees

Borrowings under the Credit Agreement (other than with respect to borrowings under the Fourth Amendment)

accrue daily interest at a per annum rate equivalent to (i) a base rate (“ABR”) plus the applicable margin or (ii) Term

SOFR plus the applicable margin, in each case based upon the Consolidated First Lien Secured Debt to Consolidated

EBITDA Ratio (as defined and calculated under the Credit Agreement) as of the most recent date of determination.

The ABR is the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate,” (b) 1/2 of 1% in

excess of the federal funds effective rate and (c) Term SOFR for a one-month interest period plus 1.00% per annum;

provided that in no event shall the ABR be less than 2.00% per annum.

Term Loans under the Fourth Amendment (“Fourth Amendment Term Loans”) and Delayed Draw Term Loans

under the Fourth Amendment (“Fourth Amendment Delayed Draw Term Loans”) accrue daily interest at a per

annum rate equivalent to (i) ABR plus the applicable margin or (ii) Term SOFR plus the applicable margin, in each

case based upon the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as calculated under the

Credit Agreement) as of the most recent date of determination.

Mandatory Prepayments

We are required to make mandatory prepayments on the Term Loan Facility under certain circumstances, including

(i) upon the occurrence of certain asset sales or casualty events (subject to customary reinvestment rights and a

threshold amount), (ii) upon the receipt of proceeds from indebtedness not permitted to be incurred and (iii) when

Excess Cash Flow (as calculated under the Credit Agreement) is generated during any fiscal year in excess of the

greater of $4 million and 10% of Consolidated EBITDA (as calculated under the Credit Agreement).

Final Maturity and Amortization

Principal payments on the Initial Term Loans and Delayed Draw Term Loans are paid on the last business day of

March, June, September and December, commencing with the fiscal quarter ending on September 30, 2025, in an

amount equal to 0.25% per quarter of the original principal amount of such loans, except that principal payments on

the Fourth Amendment Term Loans and Fourth Amendment Delayed Draw Term Loans are paid on the last

business day of March, June, September and December, commencing with the fiscal quarter ending on December

31, 2026, in an amount equal to 0.25% per quarter of the original principal amount of such loans. The Term Loan

Facility and the Revolving Credit Facility have a maturity date of January 2, 2031.

Guarantors

All obligations under the Credit Agreement are guaranteed by Accelevation Intermediate LLC, Accelevation Buyer

LLC and certain other parent guarantors, as well as certain of Accelevation LLC’s existing and future direct and

indirect wholly owned domestic subsidiaries.

Security

All obligations under the Credit Agreement are secured, subject to permitted liens and other exceptions, by first-

priority perfected security interests in substantially all of Accelevation LLC’s and the guarantors’ assets.

Certain Covenants, Representations and Warranties

The Credit Agreement contains customary representations and warranties, affirmative covenants and negative

covenants. The negative covenants restrict Accelevation LLC and its subsidiaries’ ability to, among other things, and

subject to certain exceptions set forth in the Credit Agreement:

•incur additional indebtedness;

•create liens;

•make restricted payments, including paying dividends or distributions on equity interests;

•make investments;

•engage in mergers, consolidations and other fundamental changes;

•sell, lease, assign, transfer or otherwise dispose of assets;

•make prepayments of junior debt;

•enter into restrictions on subsidiary distributions or negative pledge clauses;

•engage in transactions with affiliates;

•make changes in the nature of the business; and

•amend organizational documents or certain junior debt.

Financial Covenants

The Credit Agreement includes a financial covenant that requires that Accelevation LLC shall not permit the

Consolidated Total Debt to Consolidated EBITDA Ratio (as calculated under the Credit Agreement) to exceed 8.50

to 1.00 as of the last day of any relevant test period and commencing with the fiscal quarter ending June 30, 2025.

The Credit Agreement also includes customary cure provisions that permit Accelevation LLC to cure defaults in

respect of its financial covenants.

Events of Default

The Credit Agreement contains certain customary events of default, including, without limitation, nonpayment of

principal, interest or other obligations, violation of covenants, material inaccuracy of representations and warranties,

cross-defaults under certain other material indebtedness, certain events of bankruptcy, material judgments, invalidity

of any guarantee or security document, loss of perfected lien on the collateral and certain changes of control. The

lenders under the Credit Agreement are permitted to accelerate the loans and terminate commitments thereunder or

exercise other remedies upon the occurrence of certain events of default, subject to grace periods and exceptions.