Material Agreement (Form 8-K)

On September 24, 2026, we issued $425.0 million aggregate principal amount of 8.75% senior secured notes due 2031 (the "Notes"). The Notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis, by certain of our subsidiaries (collectively, the "Subsidiary Guarantors"). The Notes and the guarantees provided by the Subsidiary Guarantors will be secured by a first-priority lien and security interest on 19 office properties and 100% of the equity interests in each of the Subsidiary Guarantors (collectively, the "Collateral"). The liens securing the Notes are senior to the liens securing our 10.000% senior secured notes due 2031 on the Collateral, subject to the terms of an intercreditor agreement. The Notes and the guarantees thereof were issued under an indenture, dated as of September 24, 2026 (the "Indenture"), among us, the Subsidiary Guarantors and U.S. Bank Trust Company, National Association, as trustee and collateral agent.

We used the net proceeds from the offering of the Notes, together with cash on hand, to repay all of the outstanding borrowings under our secured revolving credit facility and our secured term loan.

Unless previously redeemed, the Notes will mature on October 1, 2031. Interest on the Notes will be payable semi-annually in arrears on April 1 and October 1, beginning on April 1, 2027, at a rate of 8.75% per annum.

Prior to October 1, 2028, we may redeem all or a part of the Notes upon giving not less than 10 nor more than 60 days' prior written notice to holders of the Notes (the "Holders"), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus the applicable "make-whole" premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable redemption date. At any time on or after October 1, 2028, we may redeem on any one or more occasions all or a part of the Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders on the applicable record date to receive interest due on the relevant interest payment date occurring on or prior to such redemption date), if redeemed during the twelve-month period beginning on October 1 of the years indicated below:

In addition, at any time and from time to time prior to October 1, 2029, we may redeem up to 40% of the Notes using the net cash proceeds of certain equity offerings at a redemption price equal to 108.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

The Indenture, among other things, requires us to maintain a total unencumbered asset ratio, limits the ability of us and our subsidiaries to incur additional indebtedness and restricts our ability and the ability of the Subsidiary Guarantors to incur liens on, sell, transfer or otherwise convey the Collateral, engage in certain affiliate transactions and to consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets and the ability of the Subsidiary Guarantors to hold material assets. These covenants are subject to a number of important qualifications and limitations.

In addition, if a Change of Control (as defined in the Indenture) occurs, we will be required to offer to purchase all of the outstanding Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the applicable repurchase date.

The Indenture also provides for customary events of default, including payment defaults, breaches of covenants following any applicable cure period, cross acceleration of certain debt and certain events relating to bankruptcy and liquidation.