Common use of Acceptance and Termination Clause in Contracts

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter and of the DIP Agent Fee Letter by returning to us executed counterparts hereof and of the DIP Agent Fee Letter and (y) pay to the DIP Lenders or cause to be paid to the DIP Lenders in cash the Upfront Fee (as such term is defined in the Term Sheet) in a total aggregate amount equal to $20,000,000, which shall be fully earned, due, non refundable and payable to the DIP Lenders by the Borrower, in each case of clauses (x) and (y), by not later than 6:00 p.m., New York City time, on August 11, 2020. Our commitments hereunder, and our agreements, if any, to perform the services, if any, described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts, the Upfront Fee in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur by 11:59 p.m., New York City time, on September 30, 2020 (or, if earlier, not later than 45- days after the filing of the Chapter 11 Cases), then, this Commitment Letter and our commitments hereunder, and the DIP Agent’s agreements to perform the services, if any, described herein, shall automatically terminate without further action or notice and without further obligation to you unless each of us shall, in our discretion, agree in writing (which writing may be from the DIP Lender Professionals) to an extension. You may terminate this Commitment Letter and the DIP Lenders commitments, in whole and not in part, at any time for any reason. This Summary of Proposed Material Terms and Conditions (the “DIP Term Sheet”), dated as of August 11, 2020, sets forth the terms of the DIP Facility (as defined below) committed to be provided, subject to the conditions set forth below, pursuant to the Commitment Letter to which this DIP Term Sheet is attached (the “Commitment Letter”), by the DIP Lenders (as defined below) to Valaris plc. Valaris plc and its wholly-owned Subsidiaries (as defined below) that have filed on the petition date (the “Petition Date”) cases under chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) which cases are pending before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and listed hereto on Annex A, are referred to, collectively, as the “Debtors” and, such cases, the “Chapter 11 Cases”.

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter and of the DIP Agent Fee Letter by returning to us executed counterparts hereof and of the DIP Agent Fee Letter and (y) pay to the DIP Lenders or cause to be paid to the DIP Lenders in cash the Upfront Fee (as such term is defined in the Term Sheet) in a total aggregate amount equal to $20,000,000, which shall be fully earned, due, non refundable and payable to the DIP Lenders by the Borrower, in each case of clauses (x) and (y), by not later than 6:00 11:59 p.m., New York City time, on August 11July 25, 20202016. Our The Initial Lenders’ commitments hereunder, and our agreements, if any, agreements to perform the services, if any, services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts, the Upfront Fee counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur by 11:59 p.m.on or before the Termination Date (as defined in the Merger Agreement as in effect on the date hereof, New York City time, as such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on September 30, 2020 the date hereof (or, if earlier, not but in no event later than 45- days after December 16, 2016)), (ii) the filing Merger Agreement is terminated without the consummation of the Chapter 11 Cases)Acquired Business Merger or (iii) the closing of the Acquired Business Merger (x) in the case of the First Lien Facilities, thenwithout the use of the First Lien Facilities or (y) in the case of the Second Lien Term Facility, without the use of the Second Lien Term Facility, then this Commitment Letter and our the Initial Lenders’ commitments hereunder, and the DIP Agent’s our agreements to perform the services, if any, services described herein, shall automatically terminate without further action or notice and without further obligation to you unless each of us we shall, in our discretion, agree in writing (which writing may be from the DIP Lender Professionals) to an extension. You may terminate this Commitment Letter We are pleased to have been given the opportunity to assist you in connection with the financing for the Acquired Business Merger. Very truly yours, By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: Aspen Holdco, LLC, its sole member By: Aspen Parent, Inc., its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Parent, Coin Merger Sub and Redwood Merger Sub intend to enter into the Merger Agreement with Redwood and the DIP Lenders commitmentsTarget. Pursuant to the Merger Agreement, in whole Coin Merger Sub will be merged with and not in partinto the Target, at any time for any reasonwith the Target surviving such merger as a direct or indirect wholly-owned subsidiary of Coin Holdings. This Summary Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all of Proposed Material Terms and Conditions the shares of common stock of the Target (the “DIP Term SheetTender Offer”)) and, dated as of August 11, 2020, sets forth if such shares are accepted for purchase pursuant to the terms of the DIP Facility (as defined below) committed to be providedMerger Agreement and the Tender Offer, subject such purchase will occur on the Closing Date prior to the conditions set forth below, pursuant Acquired Business Merger. After giving effect to the Commitment Letter Transactions, the Target will continue to which this DIP Term Sheet is attached (own the “Commitment Letter”), by the DIP Lenders (as defined below) to Valaris plc. Valaris plc coin and its whollygift card exchange self-owned Subsidiaries (as defined below) that have filed on the petition date (the “Petition Date”) cases under chapter 11 of Title 11 service kiosk business of the United States Code, 11 U.S.C. § 101 et seq. Target (the “Bankruptcy Code”) which cases are pending before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and listed hereto on Annex A, are referred to, collectively, as the “Debtors” and, such casesbusiness, the “Chapter 11 CasesAcquired Business”). Coin Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “Sponsor”) and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively with the Sponsor, the “Investors”).

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter and of the DIP Agent Fee Letter by returning to us executed counterparts hereof and of the DIP Agent Fee Letter and (y) pay to the DIP Lenders or cause to be paid to the DIP Lenders in cash the Upfront Fee (as such term is defined in the Term Sheet) in a total aggregate amount equal to $20,000,000, which shall be fully earned, due, non refundable and payable to the DIP Lenders by the Borrower, in each case of clauses (x) and (y), by not later than 6:00 p.m., New York City time, on August 11, 2020. Our commitments hereunder, and our agreements, if any, to perform the services, if any, described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts, the Upfront Fee in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur by 11:59 p.m., New York City time, on September 30, 2020 (or, if earlier, not later than 45- 45-days after the filing of the Chapter 11 Cases), then, this Commitment Letter and our commitments hereunder, and the DIP Agent’s agreements to perform the services, if any, described herein, shall automatically terminate without further action or notice and without further obligation to you unless each of us shall, in our discretion, agree in writing (which writing may be from the DIP Lender Professionals) to an extension. You may terminate this Commitment Letter and the DIP Lenders commitments, in whole and not in part, at any time for any reason. We are pleased to have been given the opportunity to assist you in connection with the financings. Very truly yours, DIP Agent: WILMINGTON SAVINGS FUND SOCIETY, FSB, as DIP Agent By: /s/ P▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: P▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President DIP Lenders: By: Name: Title: VALARIS PLC By /s/ D▇▇▇▇ ▇▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇▇ Title: An Authorized Signatory This Summary of Proposed Material Terms and Conditions (the “DIP Term Sheet”), dated as of August 11, 2020, sets forth the terms of the DIP Facility (as defined below) committed to be provided, subject to the conditions set forth below, pursuant to the Commitment Letter to which this DIP Term Sheet is attached (the “Commitment Letter”), by the DIP Lenders (as defined below) to Valaris plc. Valaris plc and its wholly-owned Subsidiaries (as defined below) that have filed on the petition date (the “Petition Date”) cases under chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) which cases are pending before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and listed hereto on Annex A, are referred to, collectively, as the “Debtors” and, such cases, the “Chapter 11 Cases”.

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter and of the DIP Agent Fee Letter by returning to us executed counterparts hereof and of the DIP Agent Fee Letter and (y) pay to the DIP Lenders or cause to be paid to the DIP Lenders in cash the Upfront Fee (as such term is defined in the Term Sheet) in a total aggregate amount equal to $20,000,000, which shall be fully earned, due, non refundable and payable to the DIP Lenders by the Borrower, in each case of clauses (x) and (y), by not later than 6:00 5:00 p.m., New York City time, on August 11October 31, 20202006. Our commitments CS’s commitment hereunder, and our agreements, if any, agreements to perform the services, if any, services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have Credit Suisse has not received such executed counterparts, the Upfront Fee counterparts in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur by 11:59 on or before 5:00 p.m., New York City time, on September 30May 7, 2020 2007 (orprovided that such date will be extended to August 6, if earlier2007, not later than 45- days after in the filing event the End Date (as defined in the Merger Agreement) is extended to August 6, 2007, due to regulatory reasons as provided in Section 10.1(b)(i) of the Chapter 11 CasesMerger Agreement) (or such earlier date on which the Merger Agreement terminates), then, then this Commitment Letter and our commitments CS’s commitment hereunder, and the DIP Agent’s our agreements to perform the services, if any, services described herein, shall automatically terminate without further action or notice and without further obligation to you unless each of us Credit Suisse shall, in our its discretion, agree in writing (which writing may be from the DIP Lender Professionals) to an extension. You may terminate this Commitment Letter Credit Suisse is pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition. Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director CREDIT SUISSE, CAYMAN ISLANDS BRANCH By /s/ ▇▇▇▇ ▇’▇▇▇▇ Name: ▇▇▇▇ ▇’▇▇▇▇ Title: Director By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Associate Accepted and agreed to as of the DIP Lenders commitmentsdate first above written: CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, in whole INC. By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Senior Executive Vice President and not in partChief Financial Officer October 30, at any time for any reason. This Summary 2006 EXHIBIT A Borrowers: (a) CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Services, Inc., a Delaware corporation (“CBRE”), (b) CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited, a limited company organized under the laws of Proposed Material Terms England and Conditions Wales (the “DIP Term SheetU.K. Borrower”), dated as of August 11(c) CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited, 2020, sets forth a corporation organized under the terms laws of the DIP Facility (as defined below) committed to be provided, subject to the conditions set forth below, pursuant to the Commitment Letter to which this DIP Term Sheet is attached province of New Brunswick (the “Commitment LetterCanadian Borrower”), by (d) CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Pty Ltd, a company organized under the DIP Lenders laws of Australia and registered in New South Wales (the “Australian Borrower”), (e) a company to be organized under the laws of Japan as defined below) to Valaris plc. Valaris plc and its a wholly-owned Subsidiaries (as defined below) that have filed on the petition date subsidiary of CBRE (the “Petition DateJapanese Borrower”) cases and (f) CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited, a company organized under chapter 11 the laws of Title 11 of the United States Code, 11 U.S.C. § 101 et seq. New Zealand (the “Bankruptcy Code”) which cases are pending before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and listed hereto on Annex A, are referred to, collectively, as the “DebtorsNew Zealand Borrower” and, such casestogether with CBRE, the UK Borrower, the Canadian Borrower, the Australian Borrower and the Japanese Borrower, the “Chapter 11 CasesBorrowers”).

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please (x) Please indicate your acceptance of the terms of this Commitment Letter and of the DIP Agent Fee Letter by returning to us executed counterparts hereof and of the DIP Agent Fee Letter by signing in the appropriate space below and in the Fee Letter and (y) pay returning to the DIP Lenders or cause to be paid to the DIP Lenders in cash the Upfront Fee (as Commitment Parties such term is defined in the Term Sheet) in a total aggregate amount equal to $20,000,000, which shall be fully earned, due, non refundable and payable to the DIP Lenders by the Borrower, in each case of clauses (x) and (y), by not later than 6:00 p.m., New York City time, on August 11, 2020. Our commitments hereunder, and our agreements, if any, to perform the services, if any, described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts, the Upfront Fee in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur signature pages by 11:59 p.m., New York City timetime on July 12, on September 302022. Unless extended in writing by the Commitment Parties, 2020 (or, if earlier, not later than 45- days after the filing commitments and agreements of the Chapter 11 Cases), then, this Commitment Letter and our commitments hereunder, and Parties contained herein (subject to the DIP Agent’s agreements to perform provisions under the services, if any, described herein, heading “Survival”) shall automatically terminate without further action or notice expire on the first to occur of (a) the date and without further obligation time referred to in the previous sentence unless you unless each shall have executed and delivered a copy of us shall, in our discretion, agree in writing (which writing may be from the DIP Lender Professionals) to an extension. You may terminate this Commitment Letter and the DIP Lenders commitmentsFee Letter as provided above, in whole and not in part(b) 11:59 p.m. New York time on November 12, at any time for any reason. This Summary of Proposed Material Terms and Conditions 2022 (the “DIP Term SheetEnd Date”), dated as of August 11, 2020, sets forth the terms (c) execution and delivery of the DIP Facility Credit Documentation and funding of the Incremental Facilities, (as defined belowd) consummation of the Acquisition without the use of the Incremental Facilities, and (e) after the execution of the Acquisition Agreement and prior to the consummation of the Acquisition, the date, if any, on which the Acquisition Agreement is terminated in accordance with its terms (provided, that the termination of any commitment pursuant to this sentence including in the event that the Acquisition is consummated and any Commitment Party breaches its obligations to provide the portion of the Incremental Facilities committed to be provided, subject to the conditions set forth below, pursuant to the Commitment Letter to which provided by it under this DIP Term Sheet is attached (the “Commitment Letter”, does not prejudice your rights and remedies in respect of any breach of this Commitment Letter). Sincerely, by the DIP Lenders (as defined below) to Valaris plc. Valaris plc By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Its: Duly Authorized Signatory By: Antares Holdings GP Inc., its general partner By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Its: Duly Authorized Signatory AGREED AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE: RAVEN BUYER, INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer and its wholly-owned Subsidiaries (as defined below) that have filed on the petition date (the “Petition Date”) cases under chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) which cases are pending before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and listed hereto on Annex A, are referred to, collectively, as the “Debtors” and, such cases, the “Chapter 11 Cases”.President