Common use of Commitment Clause in Contracts

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transaction.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinga) Bank hereby agrees, subject to the terms and conditions set forth herein, to offer to purchase, or to arrange for the offer by an Investor to purchase, Confirmed Receivables from Suppliers during the Commitment Period in its respective Co-Sponsor Equity Commitment Letteran aggregate Face Amount at any one time outstanding not to exceed the Program Amount. (i) Bank shall only provide such offers to a Supplier that has executed and delivered a Receivables Purchase Agreement and has satisfied the conditions to effectiveness thereof. Subject to the terms and conditions of such Receivables Purchase Agreement, it will contribute or cause to be contributed to Buyer Bank shall pay such Supplier (A) the amount Discounted Purchase Price for the Designated Receivables which are the subject of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agreesan Acceptance, on the terms applicable Purchase Date, or (B) if such Supplier has selected the Instruction and subject Notice of Auto-Discount Election under its Receivables Purchase Agreement, the Discounted Purchase Price for the Designated Receivables, on the applicable Purchase Date and (C) pursuant to the conditions set forth terms of the Electronic Services Agreement, for any Receivable described in a Request other than a Purchased Receivable, provided that such funds are available in the Buyer Account, an amount equal to the Face Amount thereof on the applicable Maturity Date. (c) Inquiries, communications and instructions (whether oral, telephonic, written, telegraphic, facsimile, electronic or other) regarding a Transaction, any Request, any Offer, any Acceptance and this letter agreementAgreement are each referred to herein as “Instructions” (and the term “Request” is subsumed within the term “Instruction”). Bank’s records of the content of any Instruction shall be conclusive absent manifest error. (d) At the request of Buyer, the Commitment Period may be extended by Bank, in its sole discretion, for additional 364-day periods. If Buyer wishes to purchase extend the Commitment Period by an additional 364-day period, Buyer shall request such an extension at least 45 calendar days prior to the end of such Commitment Period, and, following Buyer’s request, Bank shall notify Buyer at least 30 calendar days prior to the end of such Commitment Period whether Bank will, in Bank’s sole discretion, agree to such extension. The effectiveness of any such extension shall be conditioned upon Bank’s receipt of an amendment of the Letter of Credit in form and substance satisfactory to Bank which extends the expiry date of the Letter of Credit by an additional 364-day period. (e) Buyer may terminate, or cause from time to time reduce, the purchase ofProgram Amount; provided that (i) at any reduction of the Closing equity securities Program Amount shall be in an amount that is an integral multiple of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of $1,000,000 and not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, $1,000,000 and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent Buyer shall not terminate or materially impair reduce the Program Amount if the aggregate Face Amount of outstanding Purchased Receivables would exceed the Program Amount as so reduced or delay terminated. The Buyer shall notify the consummation Bank of any election to terminate or reduce the Program Amount at least 30 days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Each notice delivered by Buyer pursuant to this paragraph 3(e) shall be irrevocable and any termination or reduction of the TransactionProgram Amount shall be permanent.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingEach Investor hereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute that at or prior to the Closing, such Investor shall purchase, or cause to be contributed to Buyer the purchase of, the percentage amount of the total shares of common stock of Parent set forth opposite such Investor’s name in column 2 (Percentage) of Schedule A attached hereto for the amount of equity cash set forth therein opposite its name in column 3 (collectivelyTotal Commitment) of Schedule A attached hereto (the aggregate amount paid by each Investor, the “Co-Sponsor Equity Commitment”, and the aggregate amount paid by all the Investors, the “Commitments”), which amount shall be used by Buyer Parent, together with the cash funds provided pursuant to consummate the Transaction. Sponsor hereby agreesother equity commitment letters (the “Cash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Rollover Investors pursuant to the Rollover Contribution Agreements, the “Company Equity Commitments”) contemplated by the Merger Agreement and executed concurrently herewith (such other Cash Commitments and Company Equity Commitments, the “Other Equity Commitments”), solely for the purpose of allowing Parent to fund, to the extent necessary, a portion of the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion ofMerger Agreement, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price related costs and to pay the related expenses of Buyer. Notwithstanding anything Parent; provided, that no Investor shall, under any circumstances, be obligated to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed contribute to Parent at any time more than the amount of the Commitment set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto; provided, further, that the aggregate amount of liability of the Investors under this letter agreement shall at no time exceed the aggregate amount set forth opposite the names of the Investors in column 3 (Total Commitment) in Schedule A attached hereto. Sponsor Each Investor may effect the purchase of the Buyer Securities shares of common stock of Parent directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; howeverprovided, that no such action will shall reduce the amount of the such Investor’s Commitment or otherwise affect the obligations of Sponsor such Investor under this letter agreement. In the event Buyer does not require all The amount of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount Commitments to be funded under this letter agreement may be reduced as determined solely to the extent that Parent does not require all of the Commitments and the Other Equity Commitments to pay the amounts payable by SponsorParent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses of Parent) by reason of Parent having obtained funds from other sources; provided, that if Parent does not require all of the Commitments and the Other Equity Commitments in order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses), any such reduction in equity financing shall be applied pro rata among the Commitments and the Other Equity Commitments based on the amount of each respective commitment prior to giving effect to any such reduction; and provided, further, that the amount of the Commitment to be funded by each Investor shall not be reduced by more than 5% without such Investor’s consent. For the avoidance of doubt, the Commitment is payable only at the Closing upon written notice from Parent to the Investors of the satisfaction of the conditions set forth in Section 2(a) hereof (such conditions, the “Conditions,” and such notice the “Parent Notice”) and only for the uses described above, and the Commitment shall not be payable at any other time, under any other circumstance or for any other purpose. Parent may direct the Investors to pay the Commitment to a parent entity of Parent; provided that such reduction does not and parent entity has agreed in writing that it will not, directly or indirectly, cause or result in pay the failure Commitment to Parent immediately upon the receipt of any condition such payment (which agreement shall be reasonably satisfactory to the Debt Financing, Company and no such reduction shall (i) relieve not be amended without the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation approval of the TransactionCompany). Parent hereby agrees to deliver the Parent Notice promptly (and in any event within one (1) calendar day) following the satisfaction of the Conditions.

Commitment. In connection with This letter (the execution “Letter Agreement”) will confirm the commitment of the Purchase AgreementValueAct Capital Master Fund, Buyer has received separate equity commitment letters, each dated the date hereof (eachL.P., a British Virgin Islands limited partnership (“Co-Sponsor Equity Commitment LetterVAC” or “us”), from each to provide $380,250,000 of the persons listed on Schedule A, other than the undersigned Sponsor equity (such persons, collectively, the “Co-SponsorsFinancing” and such amount being the “Financing Amount”) to Axio Holdings LLC, a Delaware limited liability company (the “Newco”), wherein each Co-Sponsor has agreed that at Closing, subject to on the terms and conditions set forth herein. VAC, in its respective Co-sole discretion, may elect to satisfy a portion of the Financing Amount through the transfer, contribution and delivery to Newco, immediately prior to the Effective Time, of shares of Company Common Stock, which shares will be cancelled, retired and cease to exist upon the consummation of the Merger (as defined below) without any payment therefore, pursuant to Article II of the Merger Agreement (as defined below) (the “Rollover Contribution Shares”) in exchange for membership interests of Newco (it being understood that the value of the Rollover Contribution Shares shall be equal to the product of the number of Rollover Contribution Shares and the Per Share Price, the “Rollover Valuation Amount”); provided, that the Rollover Valuation Amount, if any, and the cash contribution by VAC shall equal the amount of the Financing Amount. Concurrently with the delivery of this Letter Agreement, Silver Lake Partners II, L.P. (the “Other Sponsor”) is entering into a letter agreement (the “Other Sponsor Equity Commitment Letter, it will contribute or cause ”) committing to be contributed to Buyer the amount provide $380,250,000 of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agreesNewco, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreementtherein. In the event Buyer Newco does not require all of the equity with respect to which VAC and the Other Sponsor has have made this Commitment a commitment in order to consummate the TransactionMerger and fulfill its obligations under the Merger Agreement, the amount to be funded under this letter agreement may hereunder will be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition an amount equal to the Debt Financing, and no such reduction shall (i) relieve amount by which the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation committed equity of the TransactionOther Sponsor shall be reduced so that the sum of the amount to be funded hereunder and the amount of the committed equity of the Other Sponsor shall equal the amount so required by Newco.

Commitment. In connection with This letter agreement confirms the execution commitment of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule Aundersigned, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closingseverally and not jointly, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to subscribe for (or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase ofsubscribed for) at the Closing equity securities of Buyer (Parent in immediately available funds at or prior to the “Buyer Securities”) Closing for an aggregate cash purchase price (in cash in immediately available funds) equal to the percentage of not less than the amount Aggregate Commitment set forth next to the Sponsoropposite such Sponsor Fund’s name on Schedule A hereto (the such amount, with respect to each Sponsor Fund is such Sponsor Fund’s “Sponsor Fund Commitment”), for the purpose of providing which will be applied to (i) fund a portion of the cash Exchange Fund and any other amounts required to fund a portion ofbe paid pursuant to the Merger Agreement and (ii) pay related fees and expenses pursuant to the Merger Agreement; provided that (i) no Sponsor Fund shall, under any circumstances, be obligated to contribute more than its Sponsor Fund Commitment to Parent and the Sponsor Funds, collectively, shall not, under any circumstances, be obligated to contribute more than the Aggregate Commitment to Parent; and (ii) the liability of each Sponsor Fund hereunder shall not exceed its respective Sponsor Fund Commitment, and together with the Co-Sponsor Equity Commitments, providing all liability of the cash required to fundSponsor Funds, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained hereincollectively, in no event shall the aggregate liability of Sponsor hereunder not exceed the amount of the Aggregate Commitment. The term “Aggregate Commitment” means an amount equal to $52,483,988. Each Sponsor Fund may effect the purchase of the Buyer Securities equity interests of Parent directly or indirectly through one or more affiliated entities direct or other co-investors designated by it and may structure the funding indirect Subsidiaries of such amounts into Buyer through one Sponsor Fund or more intermediate entities; howeverany other private equity fund managed or advised by an affiliate of such Sponsor Fund, no such action will reduce the including, without limitation, Urban Prosperity Holding Limited. The amount of the Aggregate Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined in an amount specified by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition Parent but only to the Debt Financing, extent that it will be possible for Parent and no such reduction shall (i) relieve Merger Sub to consummate the transactions contemplated by the Merger Agreement with the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay Funds contributing less than the consummation full amount of the TransactionAggregate Commitment.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject Subject to the terms hereof, the Borrower, the Lenders party to this Supplement and conditions set forth the Administrative Agent agree that: (a) in a single Borrowing occurring on the Supplement Effective Date, each Lender that has a Term A-1 Loan Commitment will make Term A-1 Loans to the Borrower in an amount equal to such Lender’s Percentage of the Initial Term A-1 Loan Amount, and in a single Borrowing occurring on the Delayed Draw Date, each Lender that has a Term A-1 Commitment will make Term A-1 Loans to the Borrower in an amount equal to such Lender’s Percentage of the Delayed Draw Amount (with the commitment of each such Lender described in this clause (a) referred to as its respective Co-Sponsor Equity “Term A-1 Loan Commitment”) and no commitment fees shall be payable to any Lenders in respect of the Delayed Draw Amount; (b) in a single Borrowing occurring on the Supplement Effective Date, each Lender that has a Term B Loan Commitment Letter, it will contribute or cause make Term B Loans to the Borrower in an amount equal to such Lender’s Percentage of the aggregate amount of the Borrowing of Term B Loans requested by the Borrower to be contributed made on such day (with the commitment of each such Lender described in this clause (b) referred to Buyer the amount of equity set forth therein (collectively, the as its “Co-Sponsor Equity Term B Loan Commitment”), which amount ; (c) each applicable Lender’s Percentage of Term A-1 Loans and/or Term B Loans shall initially be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions as set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s opposite its name on Schedule A (II hereto under the “Commitment”), for the purpose of providing a portion of the cash required applicable column heading and such Schedule II hereto shall be deemed to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything supplement Schedule II to the contrary contained herein, in Existing Credit Agreement; and (d) no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly amounts paid or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity prepaid with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement any Term A-1 Loans or Term B Loans may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactionreborrowed.

Commitment. In connection with This letter (the execution “Letter Agreement”) will confirm for the benefit of Buyer, the Purchase Agreementcommitment of Takuan, Buyer has received separate equity commitment letters, each dated the date hereof (eachLLC, a North Carolina limited liability company (“Co-Sponsor Equity Commitment LetterTakuan”), from each of the persons listed on Schedule A, other than Xxx X./Xxxx X. Xxxx Generation Skipping Trust (the undersigned Sponsor (such persons, collectively“Trust” and together with Takuan, the “Co-SponsorsEntities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms subscribe for Class L and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities Class A common stock of Buyer (the “Buyer SecuritiesSubscribed Shares”) for an aggregate cash purchase price consideration consisting of (in cash in immediately available fundsa) the number of not less than the amount Shares set forth next to the Sponsor’s name on Schedule A (the “CommitmentCommitted Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, for however, that the purpose Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of providing a portion or otherwise provide funds to Buyer other than the contribution of the cash required to fund a portion ofCommitted Shares and Committed Proceeds; provided, and together with further, that in the Co-Sponsor Equity Commitmentsevent the aggregate Merger Consideration, providing all as the same exists as of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything date hereof pursuant to the contrary contained hereinMerger Agreement, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through is reduced (pursuant to one or more affiliated entities amendments, restatements or other co-investors designated modifications to the Merger Agreement) by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; howeverless than Pioneer Parent, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the TransactionInc. August 4, 2014 five percent (5%), the amount Undersigned, in their sole discretion, may elect (by delivery of written notice to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does Buyer not and will not, directly or indirectly, cause or result in the failure of any condition later than three (3) Business Days prior to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionMerger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. In connection with Each Investor hereby commits, severally and not jointly, on the execution terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause the purchase of, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the Purchase Agreementamount set forth opposite its name in the second column (Commitment) of Schedule A attached hereto (the maximum amount payable by each Investor, Buyer has received separate equity commitment lettersits “Commitment”, each dated and the date hereof (each, a “maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Co-Sponsor Lead Investors pursuant to the Co-Lead Equity Commitment Letter”), from each and the value of the persons listed on Schedule A, other than Rollover Shares contributed in accordance with the undersigned Sponsor (such personsSupport Agreements, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity CommitmentCommitments”), which amount shall be used solely for the purpose of allowing Parent to fund, together with the net proceeds of the Debt Financing, a portion of the amounts required to be paid by Buyer Parent at the Closing pursuant to, and in accordance with, the Merger Agreement and related fees, costs and expenses required to consummate be paid by Parent at the Transaction. Sponsor hereby agreesClosing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement, to purchase (or cause the purchase of) agreement shall at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsorno time exceed such Investor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor Each Investor may effect the purchase of the Buyer Securities equity securities of Parent directly or indirectly through one or more affiliated entities Affiliates or an entity managed or advised by an Affiliate (other co-investors designated than Parent or any subsidiary thereof) or any of the other Investors that is able to make the representations and warranties set forth in Section 13 hereof; and each of the Investors, TopCo, HoldCo, Intermediate and Parent agree and acknowledge that such purchase shall be effected in part by it and may structure the funding Intermediate’s subscription for equity securities of such amounts into Buyer through one or more intermediate entitiesParent; howeverprovided, that no such action will shall reduce the amount of the such Investor’s Commitment or otherwise affect the obligations of Sponsor such Investor under this letter agreementagreement except to the extent any such Affiliate, Investor or other Person actually funds any portion of such amount. In Without limiting the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transactionforegoing, the amount to be funded under this letter agreement may be reduced as determined solely to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by SponsorParent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses required to be paid by Parent at the Closing); provided provided, that if Parent does not require all of the Commitments in order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs and expenses required to be paid by Parent at the Closing), any such reduction does not and will not, directly or indirectly, cause or result in the failure of Commitments shall be applied in the manner agreed amongst the Investors and the Co-Lead Investors; provided, further that any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay only occur simultaneously with the consummation of the TransactionClosing and the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.

Commitment. In connection with From and including the execution date of the Purchase Agreement, Buyer has received separate equity commitment lettersthis Agreement and prior to its respective Commitment Maturity Date, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby Lender severally agrees, on the terms and subject conditions set out in this Agreement, to (a) make Revolving Loans to any Borrower (or, in the case of EDC, any EDC Permitted Borrower) in Agreed Currencies upon the request of any Borrower from time to time and (b) participate in Facility LCs issued upon the request of any Borrower (or, in the case of EDC, any EDC Permitted Borrower) or any Subsidiary, provided that, after giving effect to the conditions set forth in this letter agreementmaking of each such Revolving Loan and the issuance of each such Facility LC, to purchase (or cause the purchase of) at the Closing equity securities such Lender's Dollar Amount of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of its Outstanding Credit Exposure shall not less than the amount set forth next to the Sponsor’s name on Schedule A (the “exceed its Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or at no time shall Revolving Loans be outstanding hereunder in more than three different Agreed Currencies, (ii) prevent or materially impair or delay at no time shall the consummation Dollar Amount of Revolving Loans made in Agreed Currencies other than Dollars exceed the TransactionAggregate Commitments and (iii) all Floating Rate Loans shall be made in Dollars. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow the Revolving Loans at any time prior to the Facility Termination Date. Each Lender's Commitment to extend credit hereunder shall expire on its respective Commitment Maturity Date. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set out in Section 2.26.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinga) The Investor hereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to subscribe for (or cause to be contributed subscribed for), at or immediately prior to Buyer the amount Closing, equity securities of equity set forth therein Holdco and to pay (collectivelyor cause to be paid) to Holdco in immediately available funds an aggregate purchase price in cash equal to $109,500,000, subject to adjustment pursuant to Section 1(b) below (the “Co-Sponsor Equity Commitment”), which amount shall will be used by Buyer applied to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (i) fund (or cause the purchase ofto be funded through Parent or Merger Sub) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash aggregate Merger consideration required to fund a portion of, be paid by Parent to consummate the Merger pursuant to and together in accordance with the Co-Sponsor Merger Agreement and (ii) pay (or cause to be paid through Parent or Merger Sub) related fees and expenses incurred by Parent in connection thereto; provided that the Investor shall not, under any circumstances, be obligated to contribute to Holdco more than the Equity Commitments, providing all Commitment and the liability of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event Investor hereunder shall the aggregate liability of Sponsor hereunder not exceed the amount of the Equity Commitment. Sponsor . (b) The Investor may effect the purchase funding of the Buyer Securities Equity Commitment directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount affiliates of the Commitment or otherwise affect the obligations of Sponsor under this letter agreementInvestor. In the event Buyer that Holdco does not require all of the equity with respect to which Sponsor has the Investor and the Other Equity Provider have made this the Equity Commitment in order to consummate or the TransactionOther Equity Commitment, as the case may be, the amount to be funded under this letter agreement may be reduced as determined in a manner agreed by Sponsorthe Investor and the Other Equity Provider; provided provided, that such reduction does not the aggregate amount of the Equity Commitment and will notthe Other Equity Commitment, directly or indirectly, cause or result in the failure of any condition after giving effect to the Debt Financingapplicable reductions, will be sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and no such reduction shall (i) relieve Merger Sub to consummate the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay transactions contemplated by the consummation Merger Agreement and pay all of the Transactionfees and expenses incurred by Parent in connection therewith.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof Each Rollover Investor hereby commits (each, a its “Co-Sponsor Equity Commitment LetterCommitment”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will to transfer, contribute or cause and deliver to be contributed Purchaser immediately prior to Buyer the amount Effective Time the number of equity shares of Company Common Stock set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsoropposite such Rollover Investor’s name on Schedule A hereto (its “Rollover Investment”) in exchange for a membership interest in Purchaser represented by a number of common units equal to (A) the number of common units of Purchaser to be issued to the Guarantor in exchange for the equity contribution to Purchaser to be made by the Guarantor in connection with the Merger multiplied by (B) a fraction, the numerator of which is the value of such Rollover Investor’s Rollover Investment (assuming that the value of each share of Company Common Stock is equal to the Merger Consideration) and the denominator of which is the equity contribution to Purchaser to be made by the Guarantor in connection with the Merger (such membership interest (represented in the form of common units) in Purchaser to be issued to such Rollover Investor in exchange for the Rollover Investment, its “CommitmentPurchaser Equity Securities”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that each Rollover Investor shall not, under any circumstances, be obligated to transfer, contribute or deliver to Purchaser any amounts or consideration other than its respective Rollover Investment, or to otherwise provide funds to Purchaser or any of its Affiliates in connection with the transactions contemplated by the Merger Agreement. In connection with its Rollover Investment, each Rollover Investor hereby commits to execute and deliver at the Closing an Amended and Restated Limited Liability Company Agreement (or limited partnership equivalent(s)) for Purchaser containing the terms and conditions set forth on the LLC Term Sheet and such reduction does not other customary terms and conditions reasonably agreed between the Guarantor and such Rollover Investor, and such other ancillary agreements in forms and substance reasonably satisfactory to such Rollover Investor, as Purchaser or the Guarantor may reasonably request. Notwithstanding the foregoing, prior to the Effective Time, the Rollover Investors may elect to reduce their aggregate Rollover Investment by an amount equal to $6 million (calculated net of applicable withholding taxes and other applicable deductions), subject to the terms set forth in the first paragraph under “Approximate Equity Capitalization at the Closing” and clause (vi) of the first paragraph under “Transfer Restrictions” on the LLC Term Sheet. The parties hereto intend for the Rollover Investment to be made on a tax-free basis under the Internal Revenue Code of 1986, as amended, and will nottreat the Rollover Investment as such for all tax purposes unless otherwise required by applicable law. At the Closing, directly or indirectly, Purchaser shall cause or result in the failure of any condition to the Debt FinancingCompany to, and no such reduction Xxxxxxx X. Xxxxx shall, execute and deliver an employment agreement in substantially the form set forth on Schedule C hereto. For the avoidance of doubt, the parties agree and acknowledge that in connection with the Rollover Investment, each share of Company Common Stock forming the Rollover Investment shall (i) relieve be valued at the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionMerger Consideration.

Commitment. In connection with This letter confirms the execution commitment of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingInvestor, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreementherein, to purchase purchase, directly or indirectly (or cause an assignee permitted by the purchase ofterms of Section 4(a) hereto to purchase), at the Closing equity securities of Buyer (the “Buyer Securities”) or immediately prior to Closing, for an aggregate cash purchase price equal to $900,000,000.00 (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (such commitment, the “Equity Commitment”), for common equity interests of Parent (collectively, the purpose of providing a portion of “Subject Equity Securities”). The Equity Commitment shall only be used by Parent, to the cash required extent necessary, to fund a portion offund, and directly or indirectly, together with the Co-Sponsor proceeds of the Debt Financing and Preferred Financing and the proceeds of the other equity commitment letters (collectively, the “Other Equity Commitments”) from other investors (each, providing all an “Other Equity Investor”) to Parent of even date herewith (each, as amended from time to time, an “Other Equity Commitment Letter”): (i) Parent’s payment obligations under Article IV of the cash Merger Agreement (including the payment of the aggregate Per Share Merger Consideration) and (ii) related fees, costs and expenses required to fundbe paid by Parent, Merger Sub or the Surviving Corporation, in each case, in connection with the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the Merger Agreement (clauses (i) and (ii) collectively, the Purchase Price “Transaction Costs”), and for no other purposes. The Equity Investor shall not, under any circumstances, be obligated pursuant to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreementto contribute to Parent more than the Equity Commitment. In the event Buyer that, after taking into account funds available from other sources at Closing, Parent does not require all the full amount of the equity with respect to which Sponsor has made this Equity Commitment in order to consummate the TransactionMerger and perform its obligations under the Merger Agreement, the amount to be funded under this letter agreement may will be reduced as determined by Sponsor; provided such amount that such reduction does is not and will not, directly or indirectly, cause or result in the failure of any condition so required by Parent. Notwithstanding anything to the Debt Financingcontrary set forth herein, and in no such reduction shall (i) relieve event will the Sponsor cumulative liability of its obligations the Equity Investor under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay exceed the consummation amount of the TransactionEquity Commitment.

Commitment. In connection with EnCap hereby confirms its commitment (the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment LetterCommitment”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth herein, to purchase, or to cause the purchase of membership interests in its respective Co-Sponsor Equity Parent, at or immediately prior to the acceptance for payment of shares of Common Stock validly tendered for purchase pursuant to the Offer and not withdrawn as contemplated by the Offer Documents for cash in an aggregate amount equal to, collectively and in the aggregate, $550,000,000.00 (the “Commitment LetterAmount”), it will with the understanding that Parent will, in turn, contribute or cause to Merger Sub the funds from the Commitment Amount necessary to pay (a) the Offer Price for shares of Common Stock validly tendered and not withdrawn that are to be contributed accepted for purchase pursuant to Buyer the amount Offer, (b) the Merger Consideration to be paid upon consummation of equity the Merger, in each case in accordance with the Merger Agreement, (c) amounts due pursuant to the agreements and plans set forth therein in Schedule 5.18(l) to the Merger Agreement, (d) the amounts, if any, that become due and owing upon or promptly following the consummation of the Merger under the Company Credit Agreement, as amended and in effect at the time of the Merger, and (e) any other amounts payable by Parent or Merger Sub under Articles 2 and 3 of the Merger Agreement in connection with the transactions contemplated by the Merger Agreement (collectively, the “Co-Sponsor Equity CommitmentParent’s Obligations”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor We may effect the such purchase of the Buyer Securities directly or indirectly membership interests in Parent through one or more affiliated entities or other co-investors investment vehicles designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesus; provided, however, that no such action will shall reduce the aggregate amount of the Commitment or otherwise affect the our obligations of Sponsor under this letter agreementAgreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transactionthat Parent, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay upon the consummation of the TransactionOffer and the Merger, does not require the entire Commitment Amount in order to fund Parent’s Obligations, the Commitment Amount shall be reduced to an amount necessary to fund Parent’s Obligations. Notwithstanding anything herein to the contrary, we shall not, under any circumstances, be obligated to contribute to, purchase equity of, or otherwise provide funds to Parent or Merger Sub in any amount in excess of Parent’s Obligations.

Commitment. In connection with (a) From and including, without limitation, the execution ---------- date of this Agreement and prior to the Purchase Agreement, Buyer has received separate equity commitment lettersFacility Termination Date, each dated the date hereof (eachLender severally agrees, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterthis Agreement, it will contribute or cause to be contributed make Committed Loans (other than Swing Line Loans) to Buyer the Borrower from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of equity set forth therein (collectivelyits Commitment; provided that no Lender -------- shall in any event be required to make any Committed Loan if, after giving effect thereto, the “Co-Sponsor Equity Commitment”sum of (x) the then aggregate outstanding principal amount of all Committed Loans and Competitive Bid Loans (after giving effect to the intended use of proceeds of any such Loans to repay any outstanding Reimbursement Obligations), which amount other than Sterling Loans, plus (y) the Effective Dollar Equivalent of all Sterling Loans then outstanding, would exceed the Aggregate Available Commitment; provided, further that no -------- ------- Lender shall be used in any event by Buyer required to consummate make any Sterling Loan if, after giving effect thereto, the TransactionEffective Dollar Equivalent of all Sterling Loans then outstanding would exceed $50,000,000. Sponsor hereby The Commitments shall expire on the Facility Termination Date. (b) Each Swing Line Lender severally agrees, on the terms and subject to the conditions set forth in this letter agreementAgreement, to purchase make loans (or cause the purchase ofeach a "Swing Line ---------- Loan") at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (Borrower from time to time in amounts not to exceed in the “---- aggregate at any one time outstanding such Swing Line Lender's Swing Line Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not no Swing Line Lender shall in any event be -------- required to make any Swing Line Loan if, after giving effect thereto (and will not, directly or indirectly, cause or result after giving effect to the use of proceeds thereof in the failure of any condition to manner described in the Debt Financingimmediately succeeding sentence, and no such reduction shall if applicable), (i) relieve the Sponsor then aggregate outstanding principal amount of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter all Swing Line Loans would exceed the Aggregate Swing Line Commitment, or (ii) prevent or materially impair or delay the consummation sum of (x) the then aggregate outstanding principal amount of all Committed Loans and Competitive Bid Loans (after giving effect to the intended use of proceeds of any such Loans to repay any outstanding Reimbursement Obligations), other than Sterling Loans, plus (y) the Effective Dollar Equivalent of all Sterling Loans then outstanding, would exceed the Aggregate Available Commitment; and provided, further, that no Swing Line Lender shall be obligated to make -------- ------- any Swing Line Loan if, after giving effect thereto (and after giving effect to the use of proceeds thereof in the manner described in the immediately succeeding sentence, if applicable), the sum of (x) the then outstanding principal amount of Committed Loans owing to such Swing Line Lender, other than Sterling Loans, (y) the Effective Dollar Equivalent of all Sterling Loans then outstanding owing to such Swing Line Lender, plus (z) such Lender's Percentage of the TransactionFacility Letter of Credit Obligations, would exceed its Commitment. To the extent (and only to the extent) that a Swing Line Lender would not be obligated to make a Swing Line Loan as a result of the first or second proviso to the immediately preceding sentence, the proceeds of such Swing Line Loan shall first be used to reduce the outstanding principal balance of any other Committed Loans (other than Sterling Loans) owing to such Swing Line Lender. The Swing Line Commitments shall expire on the Facility Termination Date.

Commitment. In connection (a) (i) At any time during the Revolving Period at least two Business Days prior to a proposed Transfer Date in the case of loans other than Wet Funded Loans and one Business Day in the case of a Wet Funded Loan, to the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Note Principal Balance, and subject to the terms and conditions hereof and in accordance with the execution of other Basic Documents, the Purchase Agreement, Buyer has received separate equity commitment letters, Issuer may request that the Purchaser purchase Additional Note Principal Balances (each dated the date hereof (eachsuch request, a “Co-Sponsor Equity Commitment LetterPurchase Request”). Each Purchase Request shall identify the proposed Transfer Date, from each an estimate of the persons listed number of Loans and aggregate Principal Balance of the Loans that will be purchased by the Issuer on Schedule A, other than such Transfer Date. On the undersigned Sponsor (such persons, collectivelyidentified Transfer Date, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingPurchaser agrees to purchase the Additional Note Principal Balance requested in the Purchase Request, subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in its respective Co-Sponsor Equity Commitment Letterthe other Basic Documents. (i) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the parties hereto, the Issuer, the Noteholder Agent and the Purchaser agrees that the Noteholder Agent may (but shall not be obligated to), and the Issuer and the Purchaser hereby irrevocably authorizes the Noteholder Agent to fund, on behalf of the Purchaser, purchases of Additional Note Principal Balances pursuant to this Section 2.01; provided, however, that the Noteholder Agent shall in no event fund such purchase of Additional Note Principal Balances if the Noteholder Agent shall have determined pursuant to Section 3.01(b) that one or more of the conditions precedent contained in Section 3.01(a) will not be satisfied on the day of the proposed purchase of Additional Note Principal Balances. If the Issuer gives a Purchase Request requesting a purchase of Additional Note Principal Balances and the Noteholder Agent elects not to fund such proposed purchase of Additional Note Principal Balances on behalf of the Purchaser, then promptly after receipt of the Purchase Request requesting such purchase of Additional Note Principal Balances, the Noteholder Agent shall notify the Purchaser of the specifics contained in such Purchase Request and that it will contribute or cause to be contributed to Buyer not fund such Purchase Request on behalf of the amount Purchaser. If the Noteholder Agent notifies the Purchaser that it will not fund a requested purchase of equity set forth therein (collectivelyAdditional Note Principal Balances on behalf of the Purchaser, the “Co-Sponsor Equity Commitment”Purchaser shall purchase the Additional Note Principal Balance pursuant to Section 2.01(a), which amount shall be used by Buyer to consummate remitting the Transaction. Sponsor hereby agrees, on the terms and subject required funds to the conditions set forth Issuer pursuant to and in this letter agreement, to purchase (or cause accordance with Section 3.01(c) hereof. If the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required Noteholder Agent elects to fund a portion ofrequested purchase of Additional Note Principal Balances, the Noteholder Agent will remit the required funds for such Purchase Request to the Issuer pursuant to and in accordance with Section 3.01(c) hereof. (ii) If the Noteholder Agent has notified the Purchaser that the Noteholder Agent, on behalf of the Purchaser, will fund a particular purchase of Additional Note Principal Balances pursuant to Section 2.01(b)(i), the Noteholder Agent may assume that the Purchaser has made such amount available to the Noteholder Agent on such day and the Noteholder Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Issuer on such day. If the Noteholder Agent makes such corresponding amount available to the Issuer and such corresponding amount is not in fact made available to the Noteholder Agent by the Purchaser, the Noteholder Agent shall be entitled to recover such corresponding amount on demand from the Purchaser together with interest thereon, for each day from the Co-Sponsor Equity Commitmentsdate such payment was due until the date such amount is paid to the Noteholder Agent, providing all of at the cash required Note Interest Rate. During the period in which the Purchaser has not paid such corresponding amount to fundthe Noteholder Agent, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly this Agreement or indirectly through one or more affiliated entities or any other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the TransactionBasic Document, the amount so advanced by the Noteholder Agent to the Issuer shall, for all purposes hereof, be funded under a purchase of Additional Note Principal Balances made by the Noteholder Agent for its own account. Upon any such failure by the Purchaser to pay the Noteholder Agent, the Noteholder Agent shall promptly thereafter notify the Issuer of such failure and the Issuer shall immediately pay such corresponding amount to the Noteholder Agent for its own account. (iii) Nothing in this letter agreement Section 2.01(b) shall be deemed to relieve the Purchaser from its obligations to fulfill its Commitment hereunder or to prejudice any rights that the Noteholder Agent or the Issuer may be reduced have against the Purchaser as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or a result in the failure of any condition to default by the Debt Financing, and Purchaser hereunder. The Issuer shall have no such reduction shall (i) relieve the Sponsor obligation under or arising out of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionSection 2.01(b).

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof Each Rollover Investor hereby commits (each, a its “Co-Sponsor Equity Commitment LetterCommitment”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will to transfer, contribute or cause and deliver to be contributed Purchaser immediately prior to Buyer the amount Effective Time the number of equity shares of Company Common Stock set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsoropposite such Rollover Investor’s name on Schedule A hereto (its “Rollover Investment”) in exchange for a membership interest in Purchaser represented by a number of common units equal to (A) the number of common units of Purchaser to be issued to the Guarantor in exchange for the equity contribution to Purchaser to be made by the Guarantor in connection with the Merger multiplied by (B) a fraction, the numerator of which is the value of such Rollover Investor’s Rollover Investment (assuming that the value of each share of Company Common Stock is equal to the Merger Consideration) and the denominator of which is the equity contribution to Purchaser to be made by the Guarantor in connection with the Merger (such membership interest (represented in the form of common units) in Purchaser to be issued to such Rollover Investor in exchange for the Rollover Investment, its “CommitmentPurchaser Equity Securities”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that each Rollover Investor shall not, under any circumstances, be obligated to transfer, contribute or deliver to Purchaser any amounts or consideration other than its respective Rollover Investment, or to otherwise provide funds to Purchaser or any of its Affiliates in connection with the transactions contemplated by the Merger Agreement. In connection with its Rollover Investment, each Rollover Investor hereby commits to execute and deliver at the Closing an Amended and Restated Limited Liability Company Agreement (or limited partnership equivalent(s)) for Purchaser containing the terms and conditions set forth on Schedule B hereto and such reduction does not other customary terms and conditions reasonably agreed between the Guarantor and such Rollover Investor, and such other ancillary agreements in forms and substance reasonably satisfactory to such Rollover Investor, as Purchaser or the Guarantor may reasonably request. Notwithstanding the foregoing, prior to the Effective Time, the Rollover Investors may elect to reduce their aggregate Rollover Investment by an amount equal to $6 million (calculated net of applicable withholding taxes and other applicable deductions), subject to the terms set forth in the first paragraph under “Approximate Equity Capitalization at the Closing” and clause (vi) of the first paragraph under “Transfer Restrictions” on Schedule B hereto. The parties hereto intend for the Rollover Investment to be made on a tax-free basis under the Internal Revenue Code of 1986, as amended, and will nottreat the Rollover Investment as such for all tax purposes unless otherwise required by applicable law. At the Closing, directly or indirectly, Purchaser shall cause or result in the failure of any condition to the Debt FinancingCompany to, and no such reduction Xxxxxxx X. Xxxxx shall, execute and deliver an employment agreement in substantially the form set forth on Schedule C hereto. For the avoidance of doubt, the parties agree and acknowledge that in connection with the Rollover Investment, each share of Company Common Stock forming the Rollover Investment shall (i) relieve be valued at the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionMerger Consideration.

Commitment. In connection with the execution of the Purchase Agreement(a) Each Incremental Revolving Loan Lender hereby commits, Buyer has received separate equity commitment lettersseverally and not jointly, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed to provide its respective First Incremental Revolving Commitments as set forth on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject A annexed hereto and to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agreesmake First Incremental Revolving Loans, on the terms and subject to the conditions set forth herein and in the Credit Agreement. (b) By executing and delivering this letter agreementAgreement, each Incremental Revolving Loan Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Incremental Revolving Loan Lender has full power and authority, and has taken all action necessary, to purchase execute and deliver this Agreement; (ii) such Incremental Revolving Loan Lender confirms that it has received a copy of this Agreement, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Incremental Revolving Loan Lender agrees that it will, independently and without reliance upon the Administrative Agent or cause the purchase ofany other Lender or any Additional Other Representative (as defined below) and based on such documents and information as it shall deem appropriate at the Closing equity securities of Buyer time, make its own credit decisions in taking or not taking action under this Agreement or the Credit Agreement; (iv) such Incremental Revolving Loan Lender appoints and authorizes the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the amount set forth next Credit Agreement and the other Loan Documents as are delegated to the Sponsor’s name on Schedule A (Administrative Agent, as the “Commitment”)case may be, for by the purpose of providing a portion of the cash required to fund a portion ofterms hereof and thereof, and together with the Co-Sponsor Equity Commitments, providing such powers as are reasonably incidental thereto; and (v) such Incremental Revolving Loan Lender agrees that it will perform in accordance with their terms all of the cash obligations which by the terms of this Agreement and the Credit Agreement it is required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced perform as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactiona Lender.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. a) The H&F Sponsor hereby agreescommits, on the terms and subject to the conditions set forth in this letter agreementherein, at the Closing, to purchase transfer, contribute and deliver to Parent (or cause the purchase transfer, contribution and delivery of) at 5,819,849 shares of Class A Common Stock (collectively, the Closing equity securities of Buyer “Rollover Contribution Shares”) immediately prior to the Effective Time (the “Buyer H&F Commitment”) in exchange for a pro rata (in kind and amount) share of the equity of Parent assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such shares of common stock of Parent, the “Subject Equity Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less ); provided, that the H&F Sponsor shall not, under any circumstances, be obligated to transfer, contribute and deliver more than the amount set forth next H&F Commitment to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of BuyerParent. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. The H&F Sponsor may effect the purchase transfer, contribution and delivery of the Buyer Securities Rollover Contribution Shares directly or indirectly through one or more affiliated entities or other designated co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesinvestors; howeverprovided, that no such action will shall reduce the amount of the H&F Commitment or otherwise affect the obligations of the H&F Sponsor under this letter agreementAgreement. In the event Buyer does not require Parent waives in writing its right to cause all of the equity with respect Rollover Contribution Shares to which Sponsor has made be transferred, contributed and delivered to Parent under this Commitment Agreement in order to consummate the TransactionMerger, the amount of the Rollover Contribution Shares to be funded transferred, contributed and delivered to Parent under this letter agreement Agreement may be reduced as in a manner determined by the H&F Sponsor; provided that such reduction does . (b) Each of the H&F Unitholders hereby commits, on a several basis and not on a joint basis, on the terms and will not, directly or indirectly, cause or result in the failure of any condition subject to the Debt Financingconditions set forth herein, at the Effective Time, to enter into the Unit Purchase Agreement and no such reduction shall (ieffect the Unit Purchases in accordance with the terms thereof and to take all steps contemplated by Section 2.15(b)(iv) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionInterim Investors Agreement (as in effect as of the date hereof). Parent hereby commits, on the terms and subject to the conditions set forth herein, at the Effective Time, to cause, immediately after the Effective Time, EBS HoldCo II, LLC to enter into the Unit Purchase Agreement and effect the Unit Purchases in accordance with the terms thereof and to take all steps contemplated by Section 2.15(b) of the Interim Investors Agreement (as in effect as of the date hereof).

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Each Incremental Revolving Credit Commitment Letter”), from each of the persons listed Increase Lender hereby agrees to commit to provide its respective Commitment as set forth on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agreesA annexed hereto, on the terms and subject to the conditions set forth below: Each Incremental Revolving Credit Commitment Increase Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in this letter agreementmaking loans of such type; (ii) agrees that it will, to purchase (independently and without reliance upon Administrative Agent or cause the purchase of) any other Lender or Agent and based on such documents and information as it shall deem appropriate at the Closing equity securities of Buyer time, make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than Credit Agreement and the amount set forth next other Credit Documents as are delegated to Administrative Agent, as the Sponsor’s name on Schedule A (case may be, by the “Commitment”)terms thereof, for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the cash obligations which by the terms of the Credit Agreement it is required to fundperform as a Lender. Each Incremental Revolving Credit Commitment Increase Lender hereby agrees to provide its respective Incremental Revolving Credit Commitment on the Joinder Effective Date (as defined below), on the Purchase Price terms and to pay the related expenses of Buyer. Notwithstanding anything subject to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactionconditions set forth below.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on a) Upon the terms and subject to the conditions set forth in this letter agreementherein, the Investors hereby jointly and severally commit to purchase (equity interests of Parent at or cause the purchase of) at prior to the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (of $9 million in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), with such funds to be used solely for the purpose of providing a portion of the cash required allowing Parent and Acquisition Sub (i) to fund a portion ofthe Merger Consideration and any other amounts payable by Parent, and together with Acquisition Sub or the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything Surviving Corporation pursuant to the contrary contained hereinMerger Agreement and, in no event shall (ii) to the aggregate liability extent of Sponsor hereunder exceed the amount any remaining proceeds of the Commitment, to pay related fees and expenses upon the consummation of the Merger. Sponsor The Investors may effect the purchase of equity securities of Parent (and thereby fund the Buyer Securities Commitment) directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure Affiliates of the funding of such amounts into Buyer through one or more intermediate entitiesInvestors; howeverprovided, that no such action will reduce alternative funding election shall affect or replace the joint and several obligations of the Investors to fund the Commitment hereunder to the extent any such Affiliate does not timely and fully fund any portion of the Commitment. The amount of the Commitment may be reduced by the Investors on or otherwise affect prior to the obligations of Sponsor under this letter agreement. In Closing Date, but only to the event Buyer does extent that Parent and Acquisition Sub do not require all the full amount of the equity with respect Commitment to which Sponsor fund the payment of the Merger Consideration and any other payments payable by or on behalf of Parent, Acquisition Sub or the Surviving Corporation as and when required under the Merger Agreement. Each Investor hereby confirms that no approval of any Person that has made this Commitment in order not already been obtained is required for such Investor to consummate the Transaction, the amount to be funded fulfill its obligations hereunder. (b) The Investors’ obligation under this letter agreement may to fund the Commitment is subject only to (i) the satisfaction or waiver by Parent of each condition to Parent’s and Acquisition Sub’s obligations to consummate the Merger set forth in Article 7 of the Merger Agreement (other than any such conditions that by their nature are to be reduced as determined by Sponsor; provided that satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction of such reduction does not conditions, and will not, directly or indirectly, cause or result in other than any such conditions the failure of which to be satisfied results from the breach by Parent or Acquisition Sub of any condition to of their respective obligations under the Debt FinancingMerger Agreement), and no such reduction (ii) the execution and delivery of the Merger Agreement by the Company. (c) The obligation of the Investors to fund, or cause the funding of, the Commitment shall automatically and immediately terminate upon the valid termination of the Merger Agreement, other than as a result of a breach or failure to perform by Parent or Acquisition Sub. (id) relieve The obligations of the Sponsor of its obligations Investors under this letter agreement to fund, or to cause the funding of, the Commitment in accordance with this Section 1 shall, to the fullest extent permitted by Applicable Law, be absolute and unconditional and shall not be released or discharged in whole or in part, or otherwise affected, irrespective of: (i) any change in the corporate existence, structure or ownership of Parent, Acquisition Sub, any Investor, or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter other Person interested in the transactions contemplated by the Merger Agreement, or any insolvency, bankruptcy, winding up, receivership, dissolution, assignment, reorganization or other similar proceeding (each, an “Insolvency Proceeding”) affecting Parent, Acquisition Sub, any Investor or any other Person interested in the transactions contemplated by the Merger Agreement or any of their respective assets, (ii) prevent any rescission, waiver, compromise or materially impair other amendment or delay modification of this Agreement, the consummation Merger Agreement, or any other agreement evidencing, securing, guaranteeing, or otherwise executed in connection with, the Merger Agreement or the Commitment, or any change in the manner, place or terms of payment or performance, (iii) any change or extension of the Transactiontime, place or manner of payment or performance of, or renewal of, the Commitment, any escrow arrangement or other security therefor or guarantee thereof, or any amendment or waiver of or any consent to any departure from the terms of the Merger Agreement or any other documents entered into in connection therewith, (iv) the addition, substitution or release of any other Person interested in the transactions contemplated by the Merger Agreement, (v) any lack of validity or enforceability of the Merger Agreement, or any other agreement or instrument relating thereto, other than by reason of fraud or intentional misrepresentation by the Company, (vi) the existence of any claim, set-off or other right that any Investor may have at any time against Parent, Acquisition Sub or the Company, whether in connection with the Commitment, the Merger Agreement, or otherwise, or (vi) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent, Acquisition Sub, any Investor or any other Person interested in the transactions contemplated by the Merger Agreement.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject a) Subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will Investor hereby commits to contribute (or cause to be contributed contributed) (the “Closing Contribution”) to Buyer SPV, at or prior to the Effective Time, cash in the amount of equity set forth therein up to US$450,000,000 (collectivelysuch amount, as may be reduced pursuant to this Section ‎1(a), the “Co-Sponsor Equity Closing Commitment”), which amount as consideration for the Subscription Shares (as defined in the SSA) issued to CTB. Such Closing Commitment shall be used by Buyer SPV, to consummate the Transactionextent necessary, solely for the purpose of funding SPV’s obligation under the SPV ECL to fund a portion of the aggregate Per Share Merger Consideration required to be paid by Parent pursuant to the Merger Agreement. Sponsor hereby agreesInvestor shall not, on under any circumstances, be obligated to contribute, directly or indirectly, more than the Closing Commitment to SPV or any other Person pursuant to the terms and subject to the conditions set forth in of this letter agreement, to purchase (or cause and the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor Investor hereunder shall not exceed the amount of the Commitment. Sponsor may effect the purchase Closing Commitment less any portion of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure Closing Commitment that has been funded in accordance with the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the terms hereof. The amount of the Closing Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement shall be reduced to the extent (x) SPV’s commitment under the SPV ECL is reduced pursuant to the terms thereof or (y) SPV does not require all of the funds to satisfy its payment obligations under the SPV ECL. (b) Subject to the terms and conditions set forth herein, Investor hereby commits to contribute (or cause to be contributed) (the “PTF Contribution”) to SPV cash in the same amount equal to the SPV’s Guaranteed Obligations that become due and payable pursuant to the SPV LG up to US$9,906,707 (such amount, as may be reduced pursuant to this Section ‎1‎(b), the “PTF Commitment”), as determined consideration for the Subscription Shares issued to CTB, at such time when such Guaranteed Obligations become due and payable pursuant to the SPV LG. Such PTF Commitment shall be used by Sponsor; SPV, to the extent necessary, solely for the purpose of funding SPV’s obligation under the SPV LG to pay any Guaranteed Obligations when they become due and payable (but only up to an aggregate amount of the Maximum Amount as provided that such reduction does not and will in the SPV LG). Investor shall not, under any circumstances, be obligated to contribute, directly or indirectly, cause more than the PTF Commitment to SPV or result in the failure of any condition other Person pursuant to the Debt Financingterms of this letter agreement (other than Section ‎1(a)), and no such reduction the liability of Investor hereunder (other than under Section ‎1(a)) shall (i) relieve not exceed the Sponsor amount of its obligations the PTF Commitment less any portion of the PTF Commitment that has been funded in accordance with the terms hereof. The amount of the PTF Commitment to be funded under this letter agreement shall be reduced to the extent (x) SPV’s obligation under the SPV LG to pay any Guaranteed Obligations is relieved, released or terminated pursuant to the terms thereof or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter other agreement between the SPV and the Company or (iiy) prevent SPV has any alternative funds to satisfy the Guaranteed Obligations under the SPV LG. (c) Investor may effect the Closing Contribution or materially impair PTF Contribution directly or delay indirectly through (x) one or more Affiliates of Investor or (y) any investment fund or vehicle advised or managed by Investor or any of its Affiliates or (z) any Person that is a limited or general partner of Investor or any of such investment funds or vehicles. (d) For the consummation avoidance of doubt, in no event shall Investor be obligated to contribute both the Closing Contribution and the PTF Contribution. (e) To the extent SPV does not require the full amount of the TransactionClosing Contribution or PTF Contribution funded by Investor to satisfy its obligations under the SPV ECL or SPV LG, as the case may be, or receives any refund in respect of the Closing Contribution or PTF Contribution or if any portion thereof is otherwise returned to SPV, SPV shall promptly (but in any event within 10 Business Days) distribute such amount to Investor or its designee.

Commitment. In connection with Subject to the execution terms and conditions of this Agreement (including without limitation Section 2.3 hereof), each Revolving Credit Bank severally and for itself alone agrees to make Advances of the Purchase Revolving Credit in any one or more of the Permitted Currencies to any of the Revolving Borrowers from time to time on any Business Day during the period from the Effective Date hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Bank's Revolving Credit Percentage of the Revolving Credit Aggregate Commitment. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Buyer has received separate equity commitment lettersAdvances in Alternative Currencies shall be determined, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute or cause to advances, repayments and readvances may be contributed to Buyer made under the amount Revolving Credit. Advances of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount Revolving Credit shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the following additional conditions set forth and limitations: (a) A Permitted Borrower shall not be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder (x) until (i) with the approval of all Revolving Credit Banks, it has become a party to this Agreement either by execution and delivery of this Agreement, or by execution and delivery of a Permitted Borrower Addendum to this Agreement, (ii) unless waived in this letter agreementwriting by the Revolving Credit Banks, it has become a party to purchase the applicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement to such Guaranty, (iii) if required by the Revolving Credit Banks, it has become a party to a Foreign Security Agreement, and (iv) unless waived in writing by the Revolving Credit Banks, Autocam has encumbered and/or delivered (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next caused to the Sponsor’s name on Schedule A (the “Commitment”be encumbered and/or delivered), for as the purpose case may be, pursuant to a Pledge Agreement those shares of providing a portion of the cash required to fund a portion of, stock issued by such Permitted Borrower and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities owned (directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to Autocam) which Sponsor has made this Commitment in order to consummate the Transaction, the amount are required to be funded encumbered and/or delivered under this letter agreement may be reduced Section 8.21 hereof, as determined applicable, and accompanied in each case by Sponsorauthority documents, legal opinions and other supporting documents as required by Agent and the Majority Banks hereunder; provided that such reduction does not and will not(y) if it ceases to be, directly or indirectly, cause or result in the failure a 100% Subsidiary of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionAutocam.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-a) Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinghereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, that, simultaneous with the closing of the Merger (the “Closing”), it will contribute shall (x) purchase, or shall cause the purchase of, equity interests of Parent for an aggregate amount equal to be contributed to Buyer the amount of equity set forth therein $25,000,000 (collectively, the “Co-Sponsor Equity Commitment”), which and (y) cause Parent, upon receipt of the Equity Commitment, to purchase equity interests of Merger Sub for an aggregate amount shall be used by Buyer equal to consummate the Transaction. Equity Commitment, in each case, solely for the purpose of Parent and/or Merger Sub funding, and to the extent necessary to fund, a portion of the aggregate Merger consideration pursuant to and in accordance with the Merger Agreement, together with related expenses. (b) Sponsor hereby agreescommits, on subject to the terms and subject to conditions set forth herein (including the terms and conditions set forth in this letter agreementExhibit A attached hereto), to purchase (that, simultaneous with the Closing, it shall purchase, or shall cause the purchase of) at , the Closing equity securities of Buyer (the “Buyer Securities”) for Notes in an aggregate cash purchase price (in cash in immediately available funds) of not less than the original principal amount equal to $25,000,000 and Warrants as set forth next to the Sponsor’s name on Schedule in Exhibit A (the “Mezz Commitment” and, together with the Equity Commitment, the “Commitment”), ) solely for the purpose of providing Parent and/or Merger Sub funding, and to the extent necessary to fund, a portion of the cash required aggregate Merger consideration pursuant to fund a portion ofand in accordance with the Merger Agreement, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. expenses. (c) Sponsor may effect the purchase funding of the Buyer Securities Commitment directly or indirectly through one or more affiliated entities affiliates of the Sponsor or any other co-investors designated investment fund advised, managed and/or appointed by it Xxxx. The Sponsor will not be under any obligation under any circumstances to contribute more than the Commitment to Parent and/or Merger Sub. Parent, in its sole discretion, may reallocate from time to time prior to the Closing, in whole or in part, the aggregate Commitment between the Equity Commitment and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the Mezz Commitment. The amount of the aggregate Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement simultaneous with the Closing may be reduced as determined in an amount specified by Sponsor; provided that Parent, and such reduction does not may be allocated between the Equity Commitment and will notthe Mezz Commitment by Parent in its sole discretion, directly or indirectly, cause or result in the failure of any condition but only to the Debt Financing, extent that it will be possible for Parent and no such reduction shall (i) relieve Merger Sub to consummate the transactions contemplated by the Merger Agreement with Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay contributing less than the consummation full amount of the TransactionCommitment.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed a) Each Incremental Revolving Loan Lender hereby severally agrees to commit to provide its respective Incremental Revolving Commitments as set forth on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject A annexed hereto and to the terms and conditions set forth in make its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agreesIncremental Revolving Loans, on the terms and subject to the conditions set forth in herein. (b) By executing and delivering this letter agreementAgreement, each Incremental Revolving Loan Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Incremental Revolving Loan Lender has full power and authority, and has taken all action necessary, to purchase execute and deliver this Agreement, (ii) such Incremental Revolving Loan Lender confirms that it has received a copy of this Agreement, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Incremental Revolving Loan Xxxxxx agrees that it will, independently and without reliance upon the Administrative Agent or cause the purchase of) any other Lender or Agent and based on such documents and information as it shall deem appropriate at the Closing equity securities of Buyer time, make its own credit decisions in taking or not taking action under this Agreement or the Credit Agreement; (iv) such Incremental Revolving Loan Lender appoints and authorizes the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the amount set forth next Credit Agreement and the other Loan Documents as are delegated to the Sponsor’s name on Schedule A (Administrative Agent, as the “Commitment”)case may be, for by the purpose of providing a portion of the cash required to fund a portion ofterms hereof and thereof, and together with the Co-Sponsor Equity Commitments, providing such powers as are reasonably incidental thereto; and (iv) such Incremental Revolving Loan Lender agrees that it will perform in accordance with their terms all of the cash obligations which by the terms of this Agreement and the Credit Agreement it is required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced perform as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactiona Lender.

Commitment. In connection (a) At any time during the Funding Period at least two (2) Business Days prior to a proposed Funding Date (or, with respect to any Funding Date described in clause (iii) of the definition thereof in the Indenture, at least one (1) Business Day prior to each such Funding Date), to the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Note Balance, and subject to the terms and conditions hereof and in accordance with the execution other Transaction Documents, the Issuer may deliver to the Agent, on behalf of the Purchase AgreementPurchasers, Buyer has received separate equity commitment letters, a written request that the Purchasers purchase Additional Note Balances (each dated the date hereof (eachsuch request, a “Co-Sponsor Equity Commitment LetterPurchase Request”). Each Purchase Request shall identify the proposed Funding Date, from each the Receivables Balance of the persons listed Receivables that will be sold and/or contributed to the Issuer on Schedule A, other than such Funding Date and the undersigned Sponsor (such persons, collectivelyCash Purchase Price thereof. On the identified Funding Date, the “Co-Sponsors”)Committed Purchasers agree, wherein each Co-Sponsor has agreed that at Closingseverally and not jointly, to purchase the respective relative percentage of the Additional Note Balances requested in the Purchase Request set forth opposite such Committed Purchaser’s name in Schedule A hereto, subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in the other Transaction Documents. (i) Except as otherwise provided in this Section 2.01(b), all purchases of Additional Note Balances under this Agreement shall be made by the Committed Purchasers simultaneously and proportionately based on each Committed Purchaser’s respective Commitment Interest, it being understood that no Committed Purchaser shall be responsible for any default by the other Committed Purchaser with respect to such other Committed Purchaser’s obligations to purchase an Additional Note Balance requested hereunder. The Commitment of any Committed Purchaser shall not be enforced as a result of the default by the other Committed Purchaser in that other Committed Purchaser’s obligation to purchase an Additional Note Balance requested hereunder and any amounts paid in connection with the obligation to purchase shall be refunded with no penalty. No Committed Purchaser shall be obligated to purchase Additional Note Balances required to be made by it by the terms of this Agreement if the other Committed Purchaser fails to do so. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the parties hereto, the Issuer, the Agent and the Purchasers agree that the Agent may (but shall not be obligated to), and the Issuer and the Purchasers hereby irrevocably authorize the Agent to, fund, on behalf of the Purchasers, purchases of Additional Note Balances pursuant to this Section 2.01; provided, however, that the Agent shall in no event fund such purchase of Additional Note Balances if the Agent shall have determined pursuant to Section 3.01(b) that one or more of the conditions precedent contained in Section 3.01(a) will not be satisfied on the day of the proposed purchase of Additional Note Balances. If the Issuer gives a Purchase Request requesting a purchase of Additional Note Balances and the Agent elects not to fund such proposed purchase of Additional Note Balances on behalf of the Purchasers, then promptly after receipt of the Purchase Request requesting such purchase of Additional Note Balances, the Agent shall notify each Purchaser of the specifics contained in such Purchase Request and that it will not fund such Purchase Request on behalf of the Purchasers. If the Agent notifies the Purchasers that it will not fund a requested purchase of Additional Note Balances on behalf of the Purchasers, each Purchaser shall purchase its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash Additional Note Balance pursuant to Section 2.01(a), by remitting the required funds to the Issuer pursuant to and in accordance with Section 3.01(c) hereto. If the Agent elects to fund a portion ofrequested purchase of Additional Note Balances, the Agent will remit the required funds for such Purchase Request to the Issuer pursuant to and in accordance with Section 3.01(c) hereto. (iii) If the Agent has notified the Purchasers that the Agent, on behalf of the Purchasers, will fund a particular purchase of Additional Note Balances pursuant to Section 2.01(b)(ii), the Agent may assume that such Purchaser has made such amount available to the Agent on such day and the Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Issuer on such day. If the Agent makes such corresponding amount available to the Issuer and such corresponding amount is not in fact made available to the Agent by such Purchaser, the Agent shall be entitled to recover such corresponding amount on demand from such Purchaser together with interest thereon, for each day from the Co-Sponsor Equity Commitmentsdate such payment was due until the date such amount is paid to the Agent, providing all of at the cash required Reference Rate. During the period in which such Purchaser has not paid such corresponding amount to fundthe Agent, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly this Agreement or indirectly through one or more affiliated entities or any other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the TransactionTransaction Document, the amount so advanced by the Agent to the Issuer shall, for all purposes hereof, be funded under a purchase of Additional Note Balances made by the Agent for its own account. Upon any such failure by a Purchaser to pay the Agent, the Agent shall promptly thereafter notify the Issuer of such failure and the Issuer shall immediately pay such corresponding amount to the Agent for its own account. (iv) Nothing in this letter agreement Section 2.01(b) shall be deemed to relieve any Committed Purchaser from its obligations to fulfill its Commitment hereunder or to prejudice any rights that the Agent or the Issuer may have against any Committed Purchaser as a result of any default by such Committed Purchaser hereunder. (c) From time to time during the Funding Period, the Issuer may request the Initial Purchasers’ consent to add transactions to the definition of Securitization Trusts, and such additional transactions may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition added to the Debt Financing, and no such reduction shall (i) relieve definition of Securitization Trusts with the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation written consent of the TransactionInitial Purchasers (such consent at the sole discretion of each Initial Purchaser, as applicable). The Issuer understands and acknowledges that the Purchasers do not hereby commit to add any such transactions and any agreement to do so is subject to completion by the Initial Purchasers of due diligence to their satisfaction regarding such transactions and execution of such additional documentation as the Initial Purchasers deem appropriate in their sole discretion.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-a) The Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinghereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to subscribe, or cause to be contributed subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject issued to the conditions set forth in this letter agreementSponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to purchase (Parent in immediately available funds at or cause prior to the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for Effective Time an aggregate cash purchase price equal to $15,000,000 (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (such amount, and as adjusted herein, the “Commitment”), ) for the purpose purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, (ii) pay any and all fees and expenses of providing a portion Parent, Merger Sub and Surviving Company in connection with the consummation of the cash required to fund a portion ofMerger and the other transactions contemplated by the Merger Agreement, and together (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the Co-Sponsor Equity Commitments, providing all consummation of the cash required to fundMerger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the Purchase Price and to pay contribution of the related expenses of BuyerCommitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, in no event the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Commitment. Sponsor may effect In the purchase of event that Parent does not require the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the full amount of the sum of (i) the Commitment or otherwise affect plus (ii) the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment Other Sponsors’ Commitments (as defined in order their respective ECLs) to consummate the TransactionMerger, the amount to be funded under this letter agreement may and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent to the level sufficient to fully fund the Merger Consideration, and pay any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as determined defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by Wealth Strategy Holding Limited to the Company (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent (which shall constitute the Sponsor; provided that ’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such reduction does not Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and will notParent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly, cause or result indirectly through Permitted Syndications (as defined in the failure Interim Investor Agreement), the payment of any condition the Commitment to the Debt Financing, and no such reduction shall (i) relieve Parent pursuant to other terms hereof to the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay extent not satisfied by the consummation of amount released to the TransactionParent from the escrow account.

Commitment. In connection (a) At any time during the Funding Period at least two (2) Business Days prior to a proposed Funding Date (or, with respect to any Funding Date described in clause (iii) of the definition thereof in the Indenture, at least one (1) Business Day prior to each such Funding Date), to the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Note Balance, and subject to the terms and conditions hereof and in accordance with the execution other Transaction Documents, the Issuer may deliver to the Agent, on behalf of the Purchase AgreementPurchasers, Buyer has received separate equity commitment letters, a written request that the Purchasers purchase Additional Note Balances (each dated the date hereof (eachsuch request, a “Co-Sponsor Equity Commitment LetterPurchase Request”). Each Purchase Request shall identify the proposed Funding Date, from each the Receivables Balance of the persons listed Receivables that will be sold and/or contributed to the Issuer on Schedule A, other than such Funding Date and the undersigned Sponsor (such persons, collectivelyCash Purchase Price thereof. On the identified Funding Date, the “Co-Sponsors”)Committed Purchasers agree, wherein each Co-Sponsor has agreed that at Closingseverally and not jointly, to purchase the respective relative percentage of the Additional Note Balances requested in the Purchase Request set forth opposite such Committed Purchaser’s name in Schedule A hereto, subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in the other Transaction Documents. (i) Except as otherwise provided in this Section 2.01(b), if there should be more than one Committed Purchaser, all purchases of Additional Note Balances under this Agreement shall be made by the Committed Purchasers simultaneously and proportionately based on each Committed Purchaser’s respective Commitment Interest, it being understood that no Committed Purchaser shall be responsible for any default by the other Committed Purchaser with respect to such other Committed Purchaser’s obligations to purchase an Additional Note Balance requested hereunder. The Commitment of any Committed Purchaser shall not be enforced as a result of the default by the other Committed Purchaser in that other Committed Purchaser’s obligation to purchase an Additional Note Balance requested hereunder and any amounts paid in connection with the obligation to purchase shall be refunded with no penalty. No Committed Purchaser shall be obligated to purchase Additional Note Balances required to be made by it by the terms of this Agreement if the other Committed Purchaser fails to do so. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the parties hereto, the Issuer, the Agent and the Purchasers agree that the Agent may (but shall not be obligated to), and the Issuer and the Purchasers hereby irrevocably authorize the Agent to, fund, on behalf of the Purchasers, purchases of Additional Note Balances pursuant to this Section 2.01; provided, however, that the Agent shall in no event fund such purchase of Additional Note Balances if the Agent shall have determined pursuant to Section 3.01(b) that one or more of the conditions precedent contained in Section 3.01 (a) will not be satisfied on the day of the proposed purchase of Additional Note Balances. If the Issuer gives a Purchase Request requesting a purchase of Additional Note Balances and the Agent elects not to fund such proposed purchase of Additional Note Balances on behalf of the Purchasers, then promptly after receipt of the Purchase Request requesting such purchase of Additional Note Balances, the Agent shall notify each Purchaser of the specifics contained in such Purchase Request and that it will not fund such Purchase Request on behalf of the Purchasers. If the Agent notifies the Purchasers that it will not fund a requested purchase of Additional Note Balances on behalf of the Purchasers, each Purchaser shall purchase its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash Additional Note Balance pursuant to Section 2.01 (a), by remitting the required funds to the Issuer pursuant to and in accordance with Section 3.01(c) hereto. If the Agent elects to fund a portion ofrequested purchase of Additional Note Balances, the Agent will remit the required funds for such Purchase Request to the Issuer pursuant to and in accordance with Section 3.01(c) hereto. (iii) If the Agent has notified the Purchasers that the Agent, on behalf of the Purchasers, will fund a particular purchase of Additional Note Balances pursuant to Section 2.01(b)(ii), the Agent may assume that such Purchaser has made such amount available to the Agent on such day and the Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Issuer on such day. If the Agent makes such corresponding amount available to the Issuer and such corresponding amount is not in fact made available to the Agent by such Purchaser, the Agent shall be entitled to recover such corresponding amount on demand from such Purchaser together with interest thereon, for each day from the Co-Sponsor Equity Commitmentsdate such payment was due until the date such amount is paid to the Agent, providing all of at the cash required Reference Rate. During the period in which such Purchaser has not paid such corresponding amount to fundthe Agent, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly this Agreement or indirectly through one or more affiliated entities or any other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the TransactionTransaction Document, the amount so advanced by the Agent to the Issuer shall, for all purposes hereof, be funded under a purchase of Additional Note Balances made by the Agent for its own account. Upon any such failure by a Purchaser to pay the Agent, the Agent shall promptly thereafter notify the Issuer of such failure and the Issuer shall immediately pay such corresponding amount to the Agent for its own account. (iv) Nothing in this letter agreement Section 2.01 (b) shall be deemed to relieve any Committed Purchaser from its obligations to fulfill its Commitment hereunder or to prejudice any rights that the Agent or the Issuer may have against any Committed Purchaser as a result of any default by such Committed Purchaser hereunder. (c) From time to time during the Funding Period, the Issuer may request the Initial Purchasers’ consent to add transactions to the definition of Securitization Trusts, and such additional transactions may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition added to the Debt Financing, and no such reduction shall (i) relieve definition of Securitization Trusts with the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation written consent of the TransactionInitial Purchasers (such consent at the sole discretion of the Initial Purchaser). The Issuer understands and acknowledges that the Purchaser or Purchasers do not hereby commit to add any such transactions and any agreement to do so is subject to completion by the Initial Purchaser of due diligence to its satisfaction regarding such transactions and execution of such additional documentation as the Initial Purchaser deems appropriate in its sole discretion.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject Subject to the terms and conditions set forth herein, (i) the Issuing Bank agrees, in its respective Coreliance upon the agreements of the Revolving Lenders set forth in this Section 2.03, from time to time on any Business Day during the period from the Effective Date until the LC Availability Termination Date, to issue, increase, or extend the expiration date of Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or the Parent or any other Subsidiary (in which case the Borrower and the Parent or such other Subsidiary shall be co-Sponsor Equity applicants with respect to such Letter of Credit), in accordance with subsection (b) below, and (ii) the Revolving Lenders severally agree to participate in Letters of Credit and any LC Disbursements thereunder; provided that after giving effect to any LC Credit Extension with respect to any Letter of Credit, (A) the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments, (B) the aggregate outstanding principal amount of the Revolving Advances of any Revolving Lender plus such Revolving Lender’s Applicable Percentage of the Letter of Credit Exposure shall not exceed such Revolving Lender’s Revolving Commitment Letter, it will contribute or cause and (C) the aggregate outstanding amount of the Revolving Advances shall not exceed the Revolving Sublimit. Each request by the Borrower for an LC Credit Extension shall be deemed to be contributed to Buyer a representation by the amount of equity set forth therein (collectively, Borrower that the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to LC Credit Extension so requested complies with the conditions set forth in this letter agreementthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Immediately upon the issuance or increase of each Letter of Credit (including the deemed issuance of the Existing Letters of Credit), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit (or cause such increase). No Letter of Credit will be issued, increased or extended unless: (i) such Letter of Credit has an expiration date not later than the purchase ofearlier of (A) five (5) Business Days prior to the Revolving Maturity Date and (B) one (1) year from the issuance thereof (or, in the case of an extension, one (1) year from the extension thereof); provided that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion option of the cash required to fund a portion of, and together with the CoIssuing Bank for additional one-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, year periods (which shall in no event shall extend beyond the aggregate liability Revolving Maturity Date), so long as such Letter of Sponsor hereunder exceed the amount Credit is subject to a right of the Commitment. Sponsor may effect Issuing Bank to prevent any such renewal from occurring by giving notice to the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding beneficiary of such amounts into Buyer through one or more intermediate entities; however, no Letter of Credit at least thirty (30) days in advance of such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or renewal; (ii) prevent or materially impair or delay such Letter of Credit is in form and substance acceptable to the consummation Issuing Bank in its reasonable discretion; and (iii) the Borrower, and if such Letter of Credit is for the account of the TransactionParent or any other Subsidiary, the Parent or such other Subsidiary, has delivered to the Issuing Bank a completed and executed Letter of Credit Application and a completed Letter of Credit Request.

Commitment. In connection with the execution (a) Each of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated Insight Funds hereby commits (the date hereof (each, a “Co-Sponsor Equity Commitment LetterInsight Commitment”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, that, at or prior to the Closing, it will contribute shall purchase, or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities intermediate entities, the percentage of equity securities of Parent set forth on Schedule I hereto (which percentage shall reflect the Insight Funds having a lower effective cost per share than the Rollover Investors) with an aggregate purchase price in cash equal to $190 million and (b) the Vector Fund hereby commits (the “Vector Commitment” and, together with the Insight Commitment, the “Commitment”), subject to the terms and conditions set forth herein, that, at or other co-investors designated by prior to the Closing, it and may structure shall purchase, or shall cause the funding of such amounts into Buyer purchase of, directly or indirectly through one or more intermediate entities, the percentage of equity securities of Parent as set forth on Schedule I hereto (which percentage shall reflect the Vector Fund having a lower effective cost per share than the Rollover Investors) with an aggregate purchase price in cash equal to $190 million, in each case to (i) fund a portion of the aggregate Merger Consideration and any other amounts required to be paid pursuant to the Merger Agreement, (ii) pay all related fees and expenses pursuant to the Merger Agreement and (iii) fund the acquisition by Parent from the Rollover Investors of a number of shares of Company Common Stock equal to $120 million (the “Initial Equity Contribution”) divided by the Merger Consideration, with substantially all of the proceeds of the Initial Equity Contribution being used to repay in full the indebtedness for borrowed money of the Rollover Investors encumbering the Rollover Shares, immediately prior to the consummation of the Merger, in order to effect the release of any liens, charges or encumbrances on the Rollover Shares on or immediately prior to the time in which such Rollover Investors are required to consummate the Rollover Investment at the Closing; howeverprovided, no such action will reduce that if, and to the extent that, Parent does not require the full amount of the Insight Commitment taken together with the Vector Commitment to fund the aggregate Merger Consideration pursuant to and in accordance with the Merger Agreement and to pay fees and expenses contemplated thereby, then the amount of the Insight Commitment or otherwise affect and the obligations of Sponsor Vector Commitment to be funded, respectively, under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement Agreement may be reduced by such amounts and in such proportion as determined the Insight Funds and the Vector Fund shall jointly agree. The proceeds from the Commitment pursuant to this Agreement shall be used by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result Parent solely to satisfy the purposes set forth in the failure of foregoing sentence and not for any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactionother purpose.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-a) The Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinghereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to subscribe, or cause to be contributed subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject issued to the conditions set forth in this letter agreementSponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to purchase (Parent in immediately available funds at or cause prior to the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for Effective Time an aggregate cash purchase price equal to $13,513,514 (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (such amount, and as adjusted herein, the “Commitment”), ) for the purpose purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, (ii) pay any and all fees and expenses of providing a portion Parent, Merger Sub and Surviving Company in connection with the consummation of the cash required to fund a portion ofMerger and the other transactions contemplated by the Merger Agreement, and together (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the Co-Sponsor Equity Commitments, providing all consummation of the cash required to fundMerger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the Purchase Price and to pay contribution of the related expenses of BuyerCommitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, in no event the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Commitment. Sponsor may effect In the purchase of event that Parent does not require the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the full amount of the sum of (i) the Commitment or otherwise affect plus (ii) the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment Other Sponsors’ Commitments (as defined in order their respective ECLs) to consummate the TransactionMerger, the amount to be funded under this letter agreement may and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent to the level sufficient to fully fund the Merger Consideration, and pay any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as determined defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by Surrich International Company Limited to the Company (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent (which shall constitute the Sponsor; provided that ’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such reduction does not Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and will notParent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly, cause or result indirectly through Permitted Syndications (as defined in the failure Interim Investor Agreement), the payment of any condition the Commitment to the Debt Financing, and no such reduction shall (i) relieve Parent pursuant to other terms hereof to the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay extent not satisfied by the consummation of amount released to the TransactionParent from the escrow account.

Commitment. In connection with the execution of the Purchase Agreement(a) Each Equity Sponsor hereby severally, Buyer has received separate equity commitment lettersand not jointly, each dated the date hereof commits (each, a “Co-Sponsor Equity Commitment LetterCommitment”)) to purchase, or cause one or more of its Affiliates or designees to purchase, from each time to time at the request of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject Roadrunner prior to the terms and conditions set forth in its respective Cosix-Sponsor Equity Commitment Lettermonth anniversary hereof, it will contribute directly or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agreesindirectly, on the terms and subject to the conditions set forth in this letter agreementherein, to purchase (or cause the purchase of) at the Closing equity securities newly-issued shares of Buyer Series E Preferred Stock (the “Buyer SecuritiesNew Preferred Shares”) for with an aggregate cash purchase price (of up to $52,500,000, allocated to the Equity Sponsors in cash in immediately available funds) of not less than accordance with the amount percentages set forth next to on Exhibit A hereto. Roadrunner and the Sponsor’s name on Schedule A (the “Commitment”)Equity Sponsors agree that, for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding notwithstanding anything to the contrary contained hereinin the Certificate of Designations, the “Issuance Date” (as defined in no event the Certificate of Designations) for each of the New Preferred Shares will be deemed to be May 2, 2017. The per share purchase price for the New Preferred Shares shall be as follows: (i) the per share purchase price for the New Preferred Shares shall equal $1,000 until such time as an aggregate liability purchase price of Sponsor hereunder exceed $17,500,000 has been paid in respect of the New Preferred Shares (the “First Tranche Milestone”), (ii) the per share purchase price for the New Preferred Shares shall equal $960 from and after the First Tranche Milestone until such time as an aggregate purchase price of $35,000,000 has been paid in respect of the New Preferred Shares (the “Second Tranche Milestone”) and (iii) the per share purchase price for the New Preferred Shares shall equal $920 from and after the Second Tranche Milestone. (b) In consideration for the Commitment, Roadrunner shall make a cash payment to the Equity Sponsors in an aggregate amount of $1,000,000, which payment shall be allocated to the Commitment. Sponsor may effect Equity Sponsors in accordance with the purchase percentages set forth on Exhibit A hereto and made within thirty (30) days of the Buyer Securities directly or indirectly through date hereof by wire transfer of immediately available funds to one or more affiliated entities or other co-investors bank accounts designated in advance by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesEquity Sponsors; provided, however, no such action will reduce that (x) Roadrunner shall have the amount right (upon notice to the Equity Sponsors) to terminate this Agreement within thirty (30) days of the Commitment or otherwise affect date hereof if Roadrunner has not sold any New Preferred Shares to the obligations of Sponsor under this letter agreement. In the event Buyer does Equity Sponsors and Roadrunner has not require received all of the equity required Credit Agreement approvals with respect to which Sponsor has made this Commitment in order to consummate the Transactionsale of the New Preferred Shares and the other transactions contemplated hereby, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result (y) in the failure event of any condition such termination, no payment will be due from Roadrunner to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionSponsors hereunder.

Commitment. In connection with On the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, terms and subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectivelythis letter agreement, the Equity Investor agrees to, directly or indirectly, upon the Company, Parent and Merger Sub becoming obligated under the Agreement to effect the Closing, purchase shares of Parent’s common stock in immediately available United States dollar-denominated funds in an aggregate amount in cash equal to $[ ] (the “Co-Sponsor Equity Commitment”), which amount shall solely for the purpose of funding the Merger Consideration and such other amounts to be used funded at or about the Effective Time as contemplated by Buyer to consummate Sections 2.04 and 2.06 of the Transaction. Sponsor hereby agreesAgreement, on the terms and subject to the conditions set forth in therein. The Equity Investor’s agreement hereunder to purchase common stock of Parent may be effected, directly or indirectly, by or through one or more entities; provided, that the Equity Investor shall at all times remain obligated to satisfy all of its obligations under the terms of this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained hereinherein or in the Agreement, the Equity Investor will not be under any obligation whatsoever, at any time, to fund or pay, or to cause there to be funded or paid, any amount in excess of, in no event shall the aggregate liability of Sponsor hereunder exceed aggregate, the amount of the Equity Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the The total amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount obligated to be funded under this letter agreement may agreement, if, as and when due, will, in the event that the Closing under the Agreement will simultaneously occur with the funding of the Equity Commitment hereunder, be reduced by an amount equal to fifty percent (50%) of the amount by which the full amount of the Equity Commitment (plus (x) the amount of the Debt Financing needed to fund the Merger actually funded at or about the Effective Time and (y) the full amount of the Equity Commitment (as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result defined in the failure of any condition Co-Investor Equity Commitment Letter) to be provided by the Co-Investor pursuant to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under Investor Equity Commitment Letter) exceeds the aggregate amount necessary for Parent to fund the payments at or about the Effective Time as contemplated by Sections 2.04 and 2.06 of the Agreement; provided, however, that the Equity Commitment shall not be reduced such that the ratio of the aggregate Debt Financing actually funded at Closing to the aggregate Equity Commitment and Equity Commitment (as defined in the Co-Sponsor’s Co-Sponsor Investor Equity Commitment Letter or (iiLetter) prevent or materially impair or delay the consummation of the Transactionactually funded at Closing would exceed 2:1.

Commitment. In connection (a) Each Lender severally, but not jointly with the execution of the Purchase Agreementother Lenders, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closingagrees to lend to Borrower, subject to the terms and conditions herein set forth and in accordance with the Budget, its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion Pro Rata Share of the cash required to fund a portion ofLoan; provided, and together with the Co-Sponsor Equity Commitmentshowever, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, that in no event shall the aggregate liability amount of Sponsor all advances disbursed to Borrower hereunder [,together with the aggregate LC Exposure,] exceed the aggregate amount of all the Commitments, and in no event shall any Lender’s Pro Rata Share of all advances disbursed to Borrower hereunder [,together with such Lender’s LC Exposure,] exceed such Lender’s Commitment. Interest shall accrue and be payable only on sums advanced hereunder for the period of time outstanding. Promptly following receipt of a requisition and all other required deliveries in regard to a requested advance of the proceeds of the Loan pursuant to Article III, Administrative Agent shall advise each Lender of the details of the requested advance and such Lender’s Pro Rata Share thereof and the requested advance date. Each Lender shall make its Pro Rata Share of such advance available to Administrative Agent in the manner provided in Section 2.17. This is not a revolving facility. No amount advanced hereunder may be re-advanced once repaid. (b) Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of Borrower to such Lender resulting from the portion of the Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Lender, (ii) the amount of the portion of the Loan made hereunder by each Lender, (iii) the date and amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder in respect of the Loan and (iv) both the date and amount of any sum received by Administrative Agent hereunder from Borrower in respect of the Loan and each Lender’s Pro Rata Share thereof. The entries made in such record shall be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided that the failure or delay of any Lender or Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of Borrower to repay the Loan (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement. (c) The obligation of Borrower to pay each Lender’s Pro Rata Share of the Loan, with interest, shall be evidenced by a Note substantially in the form of Exhibit D attached hereto and made a part hereof, with appropriate insertions. Each Lender’s Note shall be dated as of the date hereof (or as of the date of the applicable assignment pursuant to Section 9.4) and shall be payable to the order of such Lender at the times provided in the Notes, and shall be in the principal amount of such Lender’s Commitment. Sponsor may effect Lenders have no intention of making advances under the purchase Loan in excess of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the aggregate face amount of the Commitment or otherwise affect Notes. Borrower acknowledges and agrees, however, that, if, for any reason, the obligations outstanding principal balance of Sponsor under this letter agreement. In the event Buyer does not require Loan outstanding from time to time exceeds the aggregate face amount of the Notes, the excess shall bear interest at the Default Rate, shall be payable, with accrued interest, ON DEMAND and shall be secured by all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result collateral described in the failure Security Instrument and all other Collateral for the Loan. The Notes shall not operate as a novation of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionObligations or nullify, discharge, or release any such Obligations or the continuing contractual relationship of the parties hereto in accordance with the provisions of this Agreement.

Commitment. In connection Subject to the terms and conditions hereof, the Investor irrevocably commits and agrees to acquire, directly or indirectly, shares of common stock of Acquisition Sub and/or subordinated debt of Acquisition Sub, pursuant to and in accordance with the execution terms hereof for an aggregate gross purchase price in cash equal to an amount up to the Commitment or such lesser amount as is sufficient when combined with the proceeds of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated Debt Financing to enable Parent and Acquisition Sub to consummate the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of Offer and/or the persons listed Merger on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity the Merger Agreement provided, that no more than $5,500,000 of such Commitment shall be obtained through the issuance to Investor of subordinated debt. Such equity and subordinated debt shall have the principal terms set forth on Annex II of the Commitment Letter between the Investor and JPMorgan Chase Bank, N.A. dated as of the date hereof (the “Debt Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount and other terms and conditions reasonably satisfactory to Acquisition Sub and the Administrative Agent (as defined in the Debt Commitment Letter). The proceeds from the Investor’s Commitment shall be used by Buyer to consummate for funding the Transaction, including the payment of related fees and expenses, including, without limitation, the Transaction Expenses, and for no other purpose. Sponsor The Investor shall not be obligated to fund the Commitment evidenced hereby agreesexcept in connection with the Closing. The Investor shall not, on the terms and subject under any circumstances, be obligated to contribute to Parent and/or Acquisition Sub more than an amount equal to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained hereinin this letter, in no event shall to the aggregate liability extent Parent and/ or Acquisition Sub are relieved for any reason of Sponsor hereunder exceed their obligations under the amount Merger Agreement, the corresponding obligations of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Investor to fund its Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to hereunder shall be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactionsimilarly reduced.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor The Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingProvider hereby irrevocably commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to make, or cause to be contributed made, an investment in cash in the Buyer, and cause the Buyer to receive, (a) on or prior to the Closing Date, an aggregate amount to enable the Buyer to fund: (i) the amount Purchase Price payable at the Closing, plus (ii) any premiums, underwriting fees and other costs payable in respect of equity set forth therein the R&W Insurance Policy, plus (iii) any other financial obligations of the Buyer or amounts owed by the Buyer to the Sellers pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Co-Sponsor Equity CommitmentClosing Payment Contribution”)) and (b) the Termination Fee in accordance with Section 8.2(d) of the Purchase Agreement, which if and when the Buyer becomes obligated to pay such amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer SecuritiesTermination Fee Contribution”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity CommitmentsClosing Payment Contribution, providing all of as the cash required to fundcontext requires, the Purchase Price and “Contribution”); provided that the Equity Provider shall not, under any circumstances, be obligated to pay contribute more than the related expenses of Contribution to the Buyer. Notwithstanding anything to the contrary contained herein, in In no event shall the aggregate liability of Sponsor hereunder exceed Equity Provider assume any additional liabilities under the amount of the CommitmentPurchase Agreement or otherwise. Sponsor The Equity Provider may effect the purchase of the Buyer Securities its Contribution directly or indirectly (i) through one or more affiliated entities affiliates and/or (ii) through one or other more non-affiliate co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; howeverEquity Provider, provided that no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction designation shall (i) relieve the Sponsor Equity Provider of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation hereunder. The Contribution will be made in immediately available funds. Each of the TransactionBuyer and the Equity Provider acknowledges and agrees that the proceeds from the Closing Payment Contribution shall be used solely for the purpose of allowing the Buyer to fund, and solely to the extent necessary to fund, the amounts owed by the Buyer under the Purchase Agreement, as and when due, and subject to, and pursuant to the terms and conditions thereto.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-a) The Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinghereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to subscribe, or cause to be contributed subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject issued to the conditions set forth in this letter agreementSponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to purchase (Parent in immediately available funds at or cause prior to the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for Effective Time an aggregate cash purchase price equal to $3,783,784 (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (such amount, and as adjusted herein, the “Commitment”), ) for the purpose purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, (ii) pay any and all fees and expenses of providing a portion Parent, Merger Sub and Surviving Company in connection with the consummation of the cash required to fund a portion ofMerger and the other transactions contemplated by the Merger Agreement, and together (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the Co-Sponsor Equity Commitments, providing all consummation of the cash required to fundMerger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the Purchase Price and to pay contribution of the related expenses of BuyerCommitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, in no event the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Commitment. Sponsor may effect In the purchase of event that Parent does not require the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the full amount of the sum of (i) the Commitment or otherwise affect plus (ii) the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment Other Sponsors’ Commitments (as defined in order their respective ECLs) to consummate the TransactionMerger, the amount to be funded under this letter agreement may and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced as determined by SponsorParent to the level sufficient to fully fund the Merger Consideration, and pay any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall result in the Sponsor, together with its Affiliates, holding more than 25% of the Equity Securities of Parent on a fully diluted basis as of immediately after the Closing. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment or the RMB equivalent thereof (by applying the U.S. dollars to Renminbi exchange rate of 1:7.40) pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) relieve one month after the Sponsor execution of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or and (ii) prevent or materially impair or delay 10 Business Days after the consummation execution of the TransactionEscrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by Tianjin Kangyue Business Management Partnership (Limited Partnership) to Genetron Health (Beijing) Co., Ltd. (北京泛生子基因科技有限公司) (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent after being converted into US$, and in the event that the amount then available in the escrow account can be converted into US$ in such amount that is greater than the amount of the Commitment, only an amount equal to the amount of the Commitment shall be released to the Parent (which shall constitute the Sponsor’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and Parent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement), the payment of the Commitment to the Parent pursuant to other terms hereof to the extent not satisfied by the amount released to the Parent from the escrow account.

Commitment. In connection with This letter agreement confirms the execution commitment of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingInvestors, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will to contribute (or cause to be contributed contributed) (the “Contribution”) to Buyer HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of equity set forth therein US$25,000,000 (collectivelysuch sum, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in adjustment pursuant to this letter agreementSection 1, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of providing a portion (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the cash required to fund a portion of, and together with HoldCo Termination Fee under the Co-Sponsor Equity Commitments, providing all of Limited Guarantee given by the cash required to fund, the Purchase Price and to pay the related expenses of BuyerInvestors). Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor The Investors may effect the purchase of the Buyer Securities Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated entities investment fund or other co-investors designated vehicles sponsored, advised or managed by it and may structure the funding investment manager of such amounts into Buyer through one any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more intermediate entities; however, no such action will reduce than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment or otherwise affect the obligations of Sponsor to be funded under this letter agreement. In agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event Buyer that HoldCo does not require all of the equity with respect to which Sponsor has the Investors and the Other Investors have made this Commitment in order to consummate the TransactionCommitments (as defined, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition with respect to the Debt FinancingInvestors and any Other Investor, and no such reduction shall (i) relieve the Sponsor of its obligations under in this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor the applicable Other Investor Equity Commitment Letter or (iiLetter, as the case may be) prevent or materially impair or delay but only to the consummation of extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the TransactionMerger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. In connection (i) Subject to the terms and conditions of this Agreement, each Lender severally agrees to make available to the Borrower a revolving loan facility providing for Loans from time to time in Dollars on any Business Day during the Availability Period, but before the Commitment Termination Date, on a pro rata basis in each case in an aggregate principal amount (as provided in the applicable Borrowing Notice and in an amount equal to the principal amount of the Notes to be acquired by the Borrower with the execution proceeds of such Loans on such Funding Date) at any one time outstanding up to but not exceeding such Lender’s Applicable Commitment Percentage of the Purchase AgreementTotal Credit Commitment and, Buyer has received separate equity commitment lettersas to all Lenders, each dated in an aggregate principal amount at any one time outstanding up to but not exceeding the date hereof Total Credit Commitment as then in effect. The Lenders will pre-fund the Loans to the Facility Agent on the applicable Funding Date, in its capacity as escrow agent, and the Facility Agent will deposit such escrowed Loans (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-SponsorsEscrow Amount”) in a segregated account to be held for the benefit of the Lenders (“Prefunding Account”). Subject to the terms and conditions of this Agreement, wherein each Cothe Facility Agent will advance all or a portion of the Escrow Amount to the Borrower on the Funding Date. (ii) Any Loans advanced by the Lenders on any Funding Date pursuant to this Section 2.1 will be Outstanding and start accruing interest (at the Interest Rate) pursuant to the terms of this Agreement as of such Funding Date. (iii) On the Cut-Sponsor has agreed that at ClosingOff Date (as defined in the Purchase Agreement) in respect of any Loans, the Facility Agent shall return any unused Escrow Amount to the Lenders pro rata together with any unpaid interest accrued thereon and applicable Breakage Amounts. (iv) During the Availability Period and subject to the terms and conditions set forth of this Agreement, amounts borrowed under this Section 2.1 may be repaid and re-borrowed in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on accordance with the terms and subject to the conditions set forth in of this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionAgreement.

Commitment. In connection with the execution Buyer will have fifteen (15) days after receipt of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated Commitment and legible or best available copies of all documents evidencing title exceptions required by this Contract to object in writing to matters disclosed in the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth standard printed exceptions as described or limited in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion Section 6 of the cash required Contract. Buyer's failure to fund object under this paragraph within the time allowed will constitute a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses waiver of Buyer. Notwithstanding anything 's right to object, except that the contrary contained herein, requirements in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount Schedule C of the Commitment will not be deemed to have been waived. If objections hereunder are made by Buyer or otherwise affect any third party lender of Buyer within the obligations time allowed, Seller shall notify Buyer within five (5) days of Sponsor receipt of such objections as to whether Seller intends to cure such objections, in which event Seller shall have fifteen (15) days after the date of such notice to Buyer to cure such objections. If Seller has not notified Buyer within five (5) days of receipt of Buyer's objections under this letter agreementparagraph of its intent to cure such objections or if Seller elects not to cure all of such objections, Buyer shall have only the right, by giving notice thereof to Seller within ten (10) days of the expiration of Seller's reply period or receipt of Seller's election not to cure Buyer's objections, (a) to terminate this Contract and receive the return of the Xxxxxxx Money and any interest earned thereon, thereby relieving the parties from any further obligations under this Contract except those which by their terms survive this Closing or the prior termination of this Contract, or (b) to waive such objections under this paragraph and proceed to Closing without any abatement or reduction of the Sales Price. In the event Buyer does not require all of give such election notice within said ten (10) day period, Buyer shall be deemed to have elected option (b) above. Should Seller elect to cure Buyer's objections and fail to do so within the equity with respect time allowed hereunder, Buyer may elect to which Sponsor has made extend the Closing Date as necessary to allow Seller to cure such objections, or to terminate this Commitment in order Contract, or to consummate waive such objections and proceed to Closing under the Transaction, the amount to be funded under this letter agreement may be reduced provisions as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactionstated herein.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor a) (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor i) BTO hereby agreescommits, on the terms and subject to the conditions set forth in this letter agreementLetter Agreement, at the Closing, to purchase (purchase, or cause the purchase of) at the Closing , equity securities of Buyer (the “Buyer Securities”) CF Corp for an aggregate cash purchase price equal to one-third (in cash in immediately available funds1/3) of the aggregate FPS Purchase Price (as defined in the Forward Purchase Agreements), if any, not less than funded by one or more Purchasers (as defined in the Forward Purchase Agreements) at or prior to the Closing pursuant to the Forward Purchase Agreements (such aggregate unfunded amount, the “FPA Shortfall”), up to an aggregate amount of $3,000,000 and (ii) FNF hereby commits, on the terms and subject to the conditions set forth next in this Letter Agreement, at the Closing, to purchase, or cause the purchase of, equity of CF Corp for an aggregate cash purchase price equal to two-third (2/3) of the FPA Shortfall, up to an aggregate amount of $6,000,000 (such aggregate amount, with respect to each Sponsor’s name on Schedule A (the , its “Commitment”), solely for the purpose of allowing CF Corp to pay the Closing Date Purchase Price, the Transaction Expenses and costs and expenses (including fees and expenses payable to Representatives) incurred by Buyer in connection with the Share Purchase Agreement and the transactions contemplated thereby. (b) Each Sponsor will not, under any circumstances, be obligated to contribute more than its Commitment to CF Corp; provided, that the foregoing shall not limit the obligations under (i) the Limited Guaranties, (ii) the Forward Purchase Agreements, (iii) the Equity Commitment Letters and (iv) the Information Letter Agreements. (c) In exchange for providing a its Commitment hereunder, CF Corp shall pay to BTO or its designated Affiliate promptly following the Closing, the amount of $45,000, and with such amount payable whether or not any portion of the cash Commitment is ultimately required to fund a portion ofbe funded. (d) In exchange for providing its Commitment hereunder, and together with CF Corp shall pay to FNF promptly following the Co-Sponsor Equity CommitmentsClosing, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of $90,000, and with such amount payable whether or not any portion of the Commitment. Commitment is ultimately required to be funded. (e) Each Sponsor may effect the purchase of the Buyer Securities equity of CF Corp directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesit; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of such Sponsor under this letter agreementLetter Agreement. In the event Buyer that CF Corp does not require all of the equity with respect to which each Sponsor has made this Commitment in order to consummate pay the TransactionClosing Date Purchase Price and the Transaction Expenses, the amount to be funded under this letter agreement Letter Agreement may be reduced as determined by such Sponsor; provided that such reduction does not and will not, directly . (f) The obligation of each Sponsor to fund or indirectly, cause or result in the failure funding of any condition the Commitment shall be subject to the Debt Financing, and no such reduction shall (i) relieve the Sponsor satisfaction (or waiver by Buyer) of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or the conditions set forth in Section 8.01(a) and (b) of the Share Purchase Agreement (other than those conditions that by their terms are to be satisfied at the Closing) and (ii) prevent or materially impair or delay the substantially concurrent consummation of the TransactionClosing in accordance with the terms of the Share Purchase Agreement.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor This Equity Commitment Letter”), from each Letter confirms the commitment of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingSponsor, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, that, at the Acceptance Time, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause an assignee permitted by the purchase ofterms of Section 4(a) at the Closing to purchase) equity and/or debt securities of Buyer (the “Buyer Securities”) Parent and/or a wholly-owned Subsidiary of Parent for an aggregate cash purchase price (amount in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A US$294,000,586 (the “Commitment”), solely for the purpose of providing a portion allowing Parent to contribute the Commitment to Merger Sub, of which (i) an amount up to the product of the cash required Offer Price multiplied by the number of shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer as provided in Section 2.1 of the Merger Agreement will be contributed at the Acceptance Time to fund a portion ofthe payment for such shares, (ii) an amount up to the product of the Offer Price multiplied by the number of shares of Company Common Stock validly tendered and not properly withdrawn pursuant to any subsequent offering period in accordance with Section 2.1(f) of the Merger Agreement will be contributed at the time Merger Sub accepts for payment the shares tendered during such subsequent offering period to fund the payment for such shares, and together (iii) the remainder of the Commitment will be contributed at the Effective Time to fund the acquisition of shares of Company Common Stock in connection with the Co-Sponsor Equity Commitments, providing all Merger and in connection with the payments required pursuant to Section 4.5 of the cash required Merger Agreement, and, in each case, the payment of related fees and expenses; provided, that under no circumstance shall Sponsor be obligated to fund, in the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained hereinaggregate, an amount in no event shall the aggregate liability of Sponsor hereunder exceed the amount excess of the Commitment. Sponsor may effect the purchase of the Buyer Securities such equity and/or debt securities of Parent and/or a wholly-owned Subsidiary of Parent directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the . The amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement Equity Commitment Letter may be reduced as determined in an amount specified by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition Parent but only to the Debt Financing, and no such reduction shall (i) relieve extent that it will thereafter be possible for Parent to consummate the transactions contemplated by the Merger Agreement with Sponsor contributing less than the full amount of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionCommitment.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor a) (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor i) BTO hereby agreescommits, on the terms and subject to the conditions set forth in this letter agreementLetter Agreement, at the Closing, to purchase (purchase, or cause the purchase of) at the Closing , equity securities of Buyer (the “Buyer Securities”) CF Corp for an aggregate cash purchase price equal to one-third (in cash in immediately available funds1/3) of the aggregate FPS Purchase Price (as defined in the Forward Purchase Agreements), if any, not less than funded by one or more Purchasers (as defined in the Forward Purchase Agreements) at or prior to the Closing pursuant to the Forward Purchase Agreements (such aggregate unfunded amount, the “FPA Shortfall”), up to an aggregate amount of $97,000,000 and (ii) FNF hereby commits, on the terms and subject to the conditions set forth next in this Letter Agreement, at the Closing, to purchase, or cause the purchase of, equity of CF Corp for an aggregate cash purchase price equal to two-third (2/3) of the FPA Shortfall, up to an aggregate amount of $194,000,000 (such aggregate amount, with respect to each Sponsor’s name on Schedule A (the , its “Commitment”), solely for the purpose of allowing CF Corp to fund the Merger Consideration and to pay costs and expenses (including fees and expenses payable to Representatives) incurred in connection with the Merger Agreement, the Merger and the other transactions contemplated thereby. (b) Each Sponsor will not, under any circumstances, be obligated to contribute more than its Commitment to CF Corp; provided, that the foregoing shall not limit the obligations under (i) the Limited Guaranties, (ii) the Forward Purchase Agreements, (iii) the Equity Commitment Letters and (iv) the Information Letter Agreements. (c) In exchange for providing a its Commitment hereunder, CF Corp shall pay to BTO or its designated Affiliate promptly following the Closing, the amount of $1,455,000, and with such amount payable whether or not any portion of the cash Commitment is ultimately required to fund a portion ofbe funded. (d) In exchange for providing its Commitment hereunder, and together with CF Corp shall pay to FNF promptly following the Co-Sponsor Equity CommitmentsClosing, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of $2,910,000, and with such amount payable whether or not any portion of the Commitment. Commitment is ultimately required to be funded. (e) Each Sponsor may effect the purchase of the Buyer Securities equity of CF Corp directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesit; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of such Sponsor under this letter agreementLetter Agreement. In the event Buyer that CF Corp does not require all of the equity with respect to which each Sponsor has made this Commitment in order to consummate the TransactionMerger, the amount to be funded under this letter agreement Letter Agreement may be reduced as determined by such Sponsor; provided that such reduction does not and will not, directly . (f) The obligation of each Sponsor to fund or indirectly, cause or result in the failure funding of any condition the Commitment shall be subject to the Debt Financing, and no such reduction shall (i) relieve the Sponsor satisfaction (or waiver by CF Corp) of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing) and (ii) prevent or materially impair or delay the substantially concurrent consummation of the TransactionClosing in accordance with the terms of the Merger Agreement.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectivelyFor valuable consideration, the “Co-Sponsors”)receipt and sufficiency of which are hereby acknowledged, wherein each Co-Sponsor has agreed that at ClosingYHG Investment, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein L.P. (collectively, the “Co-Sponsor Equity CommitmentSponsor”), which amount shall be used by Buyer to consummate the Transaction. Sponsor ) hereby agreesirrevocably commits, on the terms and subject to the conditions set forth herein, that it will make one or more direct or indirect capital contributions in the form of cash in Hong Kong dollars (in an immediately available form and free from any deduction or withholding whatsoever) (the “Contributions”), to Bidco, on the first Business Day (as defined in the Announcement) after the Scheme becomes effective (the “Settlement Date”), in immediately available funds, of the aggregate amount of HK$397,003,325 (such amount, the Sponsor’s “Commitment”). Such aggregate amount of the Commitment shall, on the Settlement Date, be delivered to Bidco or to Holdco or Topco by the Sponsor and subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in each case by the Sponsor in Hong Kong dollars in full, free from any deduction or withholding whatsoever and without regard to any lien, right or set-off, counterclaim or otherwise to such bank account as designated by notice in writing from Bidco. The Sponsor shall not, under any circumstances, be obligated to contribute more than its Commitment to Bidco pursuant to this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next but without prejudice to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion terms of the cash required to fund a portion ofConsortium Agreement dated on or about of this letter agreement entered into between, among others, Xxxxxxxxx HHBH Holdings Limited, Xxxxxxxxx HHBG Holdings Limited and together with the Co-Superise Colorful Brands Limited. The Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities hereby undertakes that it will not directly or indirectly through one transfer any interest (directly or more affiliated entities indirectly held) in Holdco, Topco or other co-investors designated by it and may structure Bidco without the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount prior written consent of the Commitment or otherwise Financial Advisor if the Financial Advisor believes that such transfer would adversely affect the obligations Scheme or Bidco’s ability to pay all the cash consideration in connection with the Transaction in accordance with the Takeovers Code and/or affect the Financial Advisor being able to provide the cash confirmation as required by Rule 3.5 of Sponsor under this letter agreement. In the event Buyer does not require all and paragraph 11 of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition Schedule 1 to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionTakeovers Code.

Commitment. In connection with the execution of the Purchase AgreementEach Investor, Buyer has received separate equity commitment lettersseverally and not jointly, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agreesagrees that, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event it shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities purchase, directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce its pro rata percentage as set forth on Schedule 1 attached hereto (its “Pro Rata Portion”) of equity securities of Parent with an aggregate purchase price equal to $148,512,067.84 (the amount “Contribution”) contemporaneously with the Closing. The proceeds of the Contribution, along with the amounts to be paid or contributed by or on behalf of all other investors (the “Other Investors”) under their respective Equity Commitment Letters executed and delivered to Parent on the date hereof (copies of which have also been delivered to the Company) (such aggregate amount, the “Commitments”), shall be used by Parent, to the extent necessary, solely to fund (i) the purchase of all shares of Company Common Stock that are validly tendered pursuant to the Offer and not withdrawn prior to the Offer Acceptance Time, (ii) the aggregate Merger Consideration, (iii) the aggregate Vested Option Consideration, the aggregate Unvested Option Consideration, the aggregate Vested RSU Consideration, the aggregate Unvested RSU Consideration and the aggregate Company PSU Consideration due to holders of Company Options, Company RSUs and Company PSUs, respectively, pursuant to Section 2.07 of the Merger Agreement, and (iv) related costs, fees and expenses required to be paid by the Investors, Parent or otherwise affect Purchaser or, after the obligations Closing, the Surviving Corporation in connection with the Offer, the Merger and the other agreements and transactions contemplated by the Merger Agreement, in each case of Sponsor under clauses (i) – (iv), pursuant to and in accordance with the terms of, and subject to the conditions of, the Offer and the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded cumulative liability of each Investor under this letter agreement shall at no time exceed its Pro Rata Portion of the Contribution. The amount of the Contribution hereunder may be reduced as determined pro rata with the Other Investors (in proportion to their respective portion of the Commitments), on a dollar-for-dollar basis, in the sole discretion of Parent to the extent that Parent does not require the full amount of the Contribution for the purpose of the payments to be made at or in connection with the Closing by Sponsorreason of Parent obtaining funds from other sources prior to the Closing. Each of the Investors may allocate and/or assign all or a portion of its Pro Rata Portion of the Contribution to one or more of its Affiliates or other Persons, and its Pro Rata Portion of the Contribution hereunder will be reduced by any amounts actually contributed to Parent by such Affiliates or other Persons (and not returned) at or prior to the Closing Date; provided provided, that such reduction does allocation or assignment would not and will notreasonably be expected to prevent, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactiontransactions contemplated by the Merger Agreement. Notwithstanding the foregoing, each of the Investors agrees that any such allocation or assignment shall not relieve it of its obligation to fund its Pro Rata Portion of the Contribution until such assignee actually funds such assigned portion of the Contribution, and then only to the extent of such funding.

Commitment. In connection with the execution Each of the Purchase AgreementPlatinum Equity Capital Partners IV, Buyer has received separate equity commitment letters, each dated the date hereof (eachL.P., a Delaware limited partnership, and Platinum Equity Capital Partners V, L.P., a Delaware limited partnership (each a “Co-Sponsor Equity Commitment Letter”)Sponsor” and, from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectivelytogether, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that severally and not jointly, hereby commits to contribute to Parent or its Affiliates, directly or indirectly through one or more intermediaries, at Closing, subject to the terms Closing and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth contained herein and in this letter agreementthe Merger Agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds, their Pro Rata Portion (as defined below) of not less than an aggregate amount in U.S. dollars that is equal to $950,000,000 (the amount set forth next to the of such Sponsor’s name on Schedule A (the Pro Rata Portion being such Sponsor’s “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will notexchange, directly or indirectly, cause for equity securities of Parent or result in its Affiliates, solely for the failure purpose of any condition funding, and to the extent necessary to fund, together with the net proceeds of the Debt Financing, and no such reduction shall (i) relieve all of the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay amounts required to be paid by Parent in connection with the consummation of the TransactionClosing pursuant to Sections 2.8(n) (Payment Procedures), 2.9(b) (Payment Fund) and 6.16 (Company Payoff Indebtedness) of the Merger Agreement, together with related fees, costs and expenses required to be paid by Parent, Merger Sub or the Surviving Company in connection with the transactions contemplated by the Merger Agreement (together, the “Closing Payments”). Furthermore (a) in the event a Sponsor assigns a portion of its Commitment to one or more Permitted Assignees in accordance with Section 7 (No Assignment) hereof, the amount required to be funded by the Sponsor will be reduced on a dollar-for-dollar basis by the portion of such Sponsor’s Commitment pursuant to this letter actually funded by such Permitted Assignee in cash to Parent at the Closing; and (b) the Commitment may be reduced by Parent in an amount specified by Parent solely to the extent that, after giving effect to such reduction, and by reason of Parent having obtained funds from other sources, Parent is able to fund all of the Closing Payments required by it pursuant to, and consummate the transactions contemplated by, the Merger Agreement in accordance with the terms thereof. The term “Pro Rata Portion” means (A) with respect to Platinum Equity Capital Partners IV, L.P., 31.58% and (B) with respect to Platinum Equity Capital Partners V, L.P., 68.42%.

Commitment. In connection with This letter agreement confirms the execution commitment of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingInvestors, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will to contribute (or cause to be contributed contributed) (the “Contribution”) to Buyer HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of equity set forth therein US$50,000,000 (collectivelysuch sum, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in adjustment pursuant to this letter agreementSection 1, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of providing a portion (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the cash required to fund a portion of, and together with HoldCo Termination Fee under the Co-Sponsor Equity Commitments, providing all of Limited Guarantee given by the cash required to fund, the Purchase Price and to pay the related expenses of BuyerInvestors). Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor The Investors may effect the purchase of the Buyer Securities Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated entities investment fund or other co-investors designated vehicles sponsored, advised or managed by it and may structure the funding investment manager of such amounts into Buyer through one any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more intermediate entities; however, no such action will reduce than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment or otherwise affect the obligations of Sponsor to be funded under this letter agreement. In agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event Buyer that HoldCo does not require all of the equity with respect to which Sponsor has the Investors and the Other Investors have made this Commitment in order to consummate the TransactionCommitments (as defined, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition with respect to the Debt FinancingInvestors and any Other Investor, and no such reduction shall (i) relieve the Sponsor of its obligations under in this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor the applicable Other Investor Equity Commitment Letter or (iiLetter, as the case may be) prevent or materially impair or delay but only to the consummation of extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the TransactionMerger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor a) GSO hereby agreescommits, on the terms and subject to the conditions set forth in this letter agreementLetter Agreement, at the Closing, to purchase (purchase, or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) , Preferred Equity for an aggregate cash purchase price equal to (in cash in immediately available fundsx) of not less than $266,000,000 plus (y) the amount set forth next of net redemptions of CF Corp stock (i.e., the aggregate amount paid, or required to be paid, by CF Corp to redeem shares of its stock) on or after the date hereof and prior to the Sponsor’s name on Schedule A Closing, up to an aggregate amount of $449,000,000 (the result of (x) plus (y), the “Commitment”), solely for the purpose of providing a portion of the cash required allowing Parent to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price Merger Consideration and to pay costs and expenses (including fees and expenses payable to Representatives) incurred in connection with the related expenses of BuyerMerger Agreement, the Merger and the other transactions contemplated thereby. Notwithstanding anything GSO will not, under any circumstances, be obligated to contribute more than the contrary contained hereinCommitment to CF Corp; provided that the foregoing shall not limit the obligations under (i) the Forward Purchase Agreement among CF Corp, in no event shall CFS Holdings (Cayman), L.P. and CF Capital Growth, LLC, (ii) the aggregate liability of Sponsor hereunder exceed Equity Commitment Letter between CF Corp and Blackstone Fund and (iii) the amount of the Commitment. Sponsor Equity Commitment Letter among Blackstone Fund, Fidelity National Financial, Inc. and CF Corp. (b) GSO may effect the purchase of the Buyer Securities Preferred Equity directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesit; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor GSO under this letter agreementLetter Agreement. In the event Buyer that CF Corp does not require all of the equity Preferred Equity with respect to which Sponsor GSO has made this Commitment in order to consummate the TransactionMerger, the amount to be funded under this letter agreement Letter Agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly GSO. (c) The obligation of GSO to fund or indirectly, cause or result in the failure funding of any condition the Commitment shall be subject to the Debt Financing, and no such reduction shall (i) relieve the Sponsor satisfaction (or waiver by CF Corp) of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing), and (ii) prevent or materially impair or delay the substantially concurrent consummation of the TransactionClosing in accordance with the terms of the Merger Agreement.

Commitment. In connection with This letter agreement confirms the execution commitment of the Purchase Agreementeach Sponsor, Buyer has received separate equity commitment lettersseverally and not jointly, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closingand not jointly and severally, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to subscribe for (or cause to be contributed to Buyer subscribed for) equity securities of Holdco at the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject subscription price per share equal to the conditions set forth in this letter agreement, Per Share Merger Consideration and to purchase pay (or cause the purchase ofto be paid) to Holdco in immediately available funds at or prior to the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than equal to the amount set forth next to the opposite such Sponsor’s name on Schedule A B hereto (the “such amount, with respect to each Sponsor is such Sponsor’s "Sponsor Commitment”"), for the purpose of providing which will be applied to (i) fund (or cause to be funded through Parent or Merger Sub) a portion of the cash Exchange Fund and any other amounts required to fund a portion ofbe paid pursuant to the Merger Agreement and (ii) pay (or cause to be paid through Parent or Merger Sub) related fees and expenses pursuant to the Merger Agreement; provided that (i) no Sponsor shall, under any circumstances, be obligated to contribute more than its Sponsor Commitment to Holdco, and together with the Co-Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than $100,000,000 (the "Commitment") to Holdco; and (ii) the liability of each Sponsor Equity Commitmentshereunder shall not exceed its Sponsor Commitment, providing all and the liability of the cash required to fundSponsors, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained hereincollectively, in no event shall the aggregate liability of Sponsor hereunder not exceed the amount of the Commitment. Each Sponsor may effect the purchase of the Buyer Securities equity interests of Holdco directly or indirectly through one or more affiliated entities direct or other co-investors designated by it and may structure the funding indirect Subsidiaries of such amounts into Buyer through one Sponsor or more intermediate entities; however, no any other private equity fund managed or advised by an affiliate of such action will reduce the Sponsor or any other private equity fund who is a limited partner of such Sponsor or of an affiliate of such Sponsor. The amount of the each Sponsor's Sponsor Commitment or otherwise affect the obligations of Sponsor to be funded under this letter agreement. In agreement may be reduced in a manner agreed by the Sponsors and the Other Sponsors in the event Buyer that Parent does not require all of the equity with respect to which each Sponsor has and each Other Sponsor have made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under Commitment and/or the Commitment, as applicable (as defined, with respect to each Sponsor and each Other Sponsor, in this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-the applicable Other Sponsor Equity Commitment Letter or (iiLetter, as the case may be) prevent or materially impair or delay but only to the consummation extent that it will be possible for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement with the Sponsors and the Other Sponsors contributing less than the full amount of the TransactionSponsor Commitments and/or the Commitments, as applicable.

Commitment. In connection with (a) Subject to and upon the execution of the Purchase Agreement, Buyer has received separate equity commitment lettersterms and conditions herein set forth, each dated Revolving Lender severally, but not jointly, agrees to make a Loan or Loans denominated in US Dollars to the date hereof Borrower from its US Lending Office (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such personsRevolving Facility Loan” and, collectively, the “Co-SponsorsRevolving Facility Loans”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Facility Commitment, provided that such Revolving Facility Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Facility Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or US LIBOR Loans; provided that all Revolving Facility Loans made by each of the Revolving Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Facility Loans of the same Type, (C) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)) and reborrowed in accordance with the provisions hereof, wherein each Co-Sponsor has agreed that (D) shall not, for any Revolving Lender at Closingany time, subject after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s share of the Principal Outstanding at such time exceeding such Revolving Lender’s Revolving Facility Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Principal Outstanding under the Revolving Facility at such time exceeding the Total Revolving Facility Commitment then in effect. (b) Subject to and upon the terms and conditions herein set forth forth, the Operating Lender agrees to make a Loan or Loans denominated, at the election of the Borrower, in either Canadian Dollars or US Dollars, to the Borrower from its respective Co-Sponsor Equity Commitment Letterapplicable Lending Office (each, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (an “Operating Facility Loan” and, collectively, the “Co-Sponsor Equity Operating Facility Loans”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Operating Facility Commitment”), which amount provided that such Operating Facility Loans (A) shall be used made at any time and from time to time on and after the Closing Date and prior to the Operating Facility Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans, US LIBOR Loans, Canadian Prime Rate Loans, CDOR Rate Loans or Bankers’ Acceptances or BA Equivalent Loans; provided that all Operating Facility Loans made by Buyer the Operating Lender pursuant to consummate the Transaction. Sponsor hereby agreessame Borrowing shall, on unless otherwise specifically provided herein, consist entirely of Operating Facility Loans of the same Type, (C) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)) and reborrowed in accordance with the provisions hereof, (D) shall not at any time, after giving effect thereto and to the application of the proceeds thereof, result in the Principal Outstanding under the Operating Facility at such time exceeding the Operating Facility Commitment at such time. (c) Subject to and upon the terms and subject conditions herein set forth, each Initial Term A-1 Lender severally, but not jointly, agrees to make a Loan or Loans denominated in US Dollars to the conditions Borrower from its US Lending Office (each, an “Initial Term A-1 Loan” and, collectively, the “Initial Term A-1 Loans”) to the Borrower on the Closing Date, which Initial Term A-1 Loans shall not exceed for any such Lender the Initial Term A-1 Commitment of such Lender. Such Initial Term A-1 Loans (i) may at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or US LIBOR Loans; provided that all Term A-1 Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A-1 Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”Section 11.5(1)), but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the purpose Initial Term A-1 Commitment of providing a portion of the cash required to fund a portion ofsuch Lender, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, (iv) shall not exceed in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transaction.Total Initial Term A-1

Commitment. In connection with the execution Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from such notice to each of the persons listed on Schedule ALenders of the applicable Existing Commitment) (an “Extension Request”) setting forth the proposed terms of the Extended Commitment to be established, which terms (other than the undersigned Sponsor as provided in clause (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject c) below) shall be identical to those applicable to the terms and conditions set forth in its respective Co-Sponsor Equity Existing Commitment Letter, it will contribute or cause from which they are to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer extended (the “Buyer SecuritiesSpecified Existing Commitment”) for an aggregate cash purchase price except (in cash in immediately available fundsx) all or any of not less the final maturity/termination dates of such Extended Commitment may be delayed to later dates than the amount set forth next final maturity/termination dates of the Specified Existing Commitment, (y) (A) the interest margins with respect to the Sponsor’s name on Schedule A Extended Commitment may be higher or lower than the interest margins for the Specified Existing Commitment and/or (B) additional fees may be payable to the “Commitment”)Lenders providing such Extended Commitment in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) the commitment fee, if any, with respect to the Extended Commitment may be higher or lower than the commitment fee, if any, for the purpose of providing a portion of Specified Existing Commitment, in each case to the cash required to fund a portion ofextent provided in the applicable Extension Amendment; provided that, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding notwithstanding anything to the contrary contained hereinin this Section 2.25 or otherwise, (1) no Extended Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Commitments, (2) the final maturity of any Extended Revolving Loan shall not be earlier than any Loan made under the applicable Specified Existing Commitment in no event respect thereof, (3) each Lender in the Specified Existing Commitment shall be permitted to participate in the aggregate liability of Sponsor hereunder exceed the amount Extended Commitment in accordance with its pro rata share of the Specified Existing Commitment. Sponsor may effect , (4) assignments and participations of Extended Commitments shall be governed by the purchase same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 9.04 and (5) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure maturity of any Revolving Loan Commitments that have not been extended, at which point the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement maturing Revolving Loans associated therewith may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure repaid without making a pro rata payment of any condition non-maturing Revolving Loans). No Lender shall have any obligation to the Debt Financing, and no such reduction shall (i) relieve the Sponsor agree to have any of its obligations under this letter agreement or Existing Loans or, if applicable, commitments of any Co-Sponsor under Existing Commitment converted into an Extended Commitment pursuant to any Extension Request. Any Extended Commitment shall constitute a separate commitment of Loans from the Specified Existing Commitments and from any other Existing Commitments (together with any other Extended Commitments so established on such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactiondate).

Commitment. In connection with (a) From and including the execution date of this Agreement and prior to the Purchase Agreement, Buyer has received separate equity commitment lettersFacility Termination Date, each dated the date hereof (eachLender severally agrees, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterthis Agreement, it will contribute or cause to be contributed make Loans (each such Loan, a "Revolving Loan") to Buyer Borrower from time to time in amounts which shall not exceed in the aggregate at any one time outstanding the amount of equity set forth therein its Commitment. Subject to the terms of this Agreement, Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. The Commitments to lend hereunder shall expire on the Facility Termination Date. (collectivelyb) Borrower hereby agrees that if at any time, as a result of reductions in the Aggregate Commitment, the “Co-Sponsor Equity Revolving Outstandings exceed the Aggregate Commitment”), which Borrower shall repay immediately its then outstanding Loans in such amount as may be necessary to eliminate such excess. (c) At Borrower's option, so long as no Default exists, the Aggregate Commitment may be increased by an amount not to exceed $50,000,000, subject to LaSalle's ability, on a best efforts basis, to fully syndicate such requested increase. Any Lender's participation in any such increase shall be used at such Lender's sole and absolute discretion and shall be subject, in each case, to such additional documentation as Agent and each Lender participating in any such increase shall reasonably request; provided, that no Lender shall be obligated to participate in any increase unless such Lender consents in writing to such increase; and, provided, further, that Borrower, LaSalle and Agent may invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Agent and Borrower. Each Lender shall notify the Agent within the time period requested by Buyer Agent or LaSalle whether or not it agrees to consummate the Transactionincrease its Commitment, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Sponsor hereby agrees, on the terms Any Lender not responding within such requested time period shall be deemed to have declined to increase its Commitment and subject no further consent of such declining Lender shall be required with respect to the conditions increase contemplated by this Section 2.1(c). Any arrangement fees to be paid in connection with any such increase shall be mutually acceptable to Agent, LaSalle and Borrower. (d) Subject to Section 2.20, the Issuing Lender agrees to issue Letters of Credit at the request of and for the account of Borrower (including, upon the making of all necessary filings with the appropriate Governmental Authority, or any subdivision thereof, and the receipt of all necessary approvals, consents or authorizations of the appropriate Governmental Authority, or any subdivision thereof, Letters of Credit for the benefit of its Subsidiaries) from time to time before the Facility Termination Date and, as more fully set forth in this letter agreementSection 2.20, each Lender agrees to purchase (or cause a participation in each such Letter of Credit; provided, that the purchase of) Revolving Outstandings shall not at any time exceed the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Aggregate Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained hereinin any Loan Document, it is agreed that, to the extent that a Letter of Credit is used for reinsurance purposes, such Letter of Credit will be required to comply with the requirements and/or guidelines set forth by the applicable insurance Governmental Authority in no event shall the aggregate liability of Sponsor hereunder exceed the amount domiciliary state of the Commitment. Sponsor may effect the purchase account party for Letters of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionCredit used for reinsurance purposes.

Commitment. In connection with the execution foregoing, the Commitment Parties are pleased to advise you of their commitment to provide the Delayed-Draw Term Loan Facility, on a several and not joint basis, in the amounts set forth opposite each such Commitment Party’s name on Annex 1 hereto (the “DDTL Commitments”) upon the terms set forth or referred to in this Commitment Letter, including the Term Sheet, and subject only to the satisfaction or waiver of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof Financing Conditions (each, a “Co-Sponsor Equity Commitment Letter”as defined below), from . The rights and obligations of each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount Parties under this Commitment Letter shall be used by Buyer several and not joint, and no failure of any Commitment Party to consummate comply with any of its obligations hereunder shall prejudice the Transaction. Sponsor hereby agrees, on rights or obligations of any other Commitment Party; provided that no Commitment Party shall be required to replace the terms and subject to DDTL Commitment of another Commitment Party in the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer event such other Commitment Party (the “Buyer SecuritiesDefaulting Commitment Party”) for an aggregate cash purchase price fails to provide its DDTL Commitment on the Closing Date (as defined below), but may at its option do so, in cash whole or in immediately available funds) part, in which case such performing Commitment Party shall be entitled to all or a proportionate share, as the case may be, of not less than the amount set forth next Delayed-Draw Term Loan Facility and related fees that would otherwise be issued to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Defaulting Commitment or otherwise affect the obligations of Sponsor under this letter agreementParty. In the event Buyer does not require all that any Defaulting Commitment Party fails to execute the Definitive Financing Documentation on the Closing Date, the Company can enforce rights of money damages upon such breach and any other remedies that may be available under law. You will use commercially reasonable efforts to designate a third party reasonably acceptable to the Commitment Parties having or holding a majority of the equity outstanding principal amount of the DDTL Commitments (excluding any Defaulting Commitment Parties, the “Required Commitment Parties”) and you to act as the administrative agent and collateral agent with respect to which Sponsor has made the Delayed-Draw Term Loan Facility (the “DDTL Agent”). For the avoidance of doubt, each Commitment Party confirms that its DDTL Commitments under this Commitment Letter are not conditional upon any person being so appointed DDTL Agent. Notwithstanding any other provision of this Commitment Letter to the contrary and notwithstanding any syndication, assignment or other transfer by any Commitment Party, (a) no Commitment Party shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its applicable percentage of the Delayed-Draw Term Loan Facility on or after the Closing Date) in order connection with any syndication, assignment or other transfer until after the Definitive Financing Documentation becomes effective on the Closing Date, (b) no such syndication, assignment or other transfer shall become effective with respect to consummate any portion of the TransactionCommitment Party’s commitments in respect of the Delayed-Draw Term Loan Facility until the Closing Date and (c) unless the Borrower agrees in writing, the amount Commitment Parties shall retain exclusive control over all rights and obligations with respect to be funded under this letter agreement may the DDTL Commitments in respect of the Delayed-Draw Term Loan Facility, including all rights with respect to consents, waivers, modifications, supplements and amendments, until the Closing Date has occurred. It is understood and agreed that, in the event that the Company effects a Company Separation in connection with the Restructuring the Delayed-Draw Term Loan Facility shall be reduced as determined in size and the Financial Covenants and Negative Covenants adjusted based on the assets and EBITDA attributable to Reorganized RemainCo, in each case, proportionately by Sponsor; provided that such reduction does not an amount reflecting the size and will not, directly or indirectly, cause or result in scale of the failure of any condition Reorganized RemainCo relative to the Debt Financing, Company prior to the Company Separation and no such reduction shall (i) relieve as agreed by you and the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Required Commitment Letter or (ii) prevent or materially impair or delay the consummation Parties in light of the Transactionsize, scale and nature of the business of Reorganized RemainCo.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on a) Upon the terms and subject to the conditions hereinafter set forth in this letter agreementforth, each Lender agrees, severally but not jointly, to purchase (or cause make credit available in Dollars to the purchase of) at Company during the period from the Closing equity securities of Buyer (Date through and including the “Buyer Securities”) for Commitment Termination Date in an aggregate cash purchase price principal amount up to but not exceeding the Available Commitment (in cash in immediately available funds) of not less than each such advance being referred to as an "Advance"; and collectively as the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”"Advances"). All Advances shall be Invoice Advances, for the purpose of providing a portion Reimbursement Advances or Refinancing Advances. All Invoice Advances and Refinancing Advances shall be Attributable Borrowings of the cash required type specified in the Request for Financing delivered by the Company in respect thereof pursuant to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of BuyerSection 2.2. Notwithstanding anything to the contrary contained hereinin this Agreement: (i) no Lender shall be under any obligation to make any Advance hereunder if, in no event shall on the date proposed for such Advance and after giving effect thereto, the aggregate liability Attributable Borrowings of Sponsor the type specified for such Advance (including, without limitation, the then requested Advance and all previously made Attributable Borrowings, whether or not paid or prepaid) would exceed the Attributable Borrowing Sublimit (it being understood for purposes of this clause (a)(i) that the outstanding principal amount and accrued and unpaid interest thereon under the 1997 Infocom Facility and the Infocom Bridge Facility shall, to the extent such Attributable Borrowing is not a Refinancing Advance, be considered to be Attributable Borrowings of Infocom), (ii) no Lender shall have any obligation to make any requested Reimbursement Advance if, after giving effect thereto, the aggregate of all Reimbursement Advances made hereunder exceed (including, without limitation, the then (b) Subject to and upon the terms and conditions of this Agreement, the Company may, at its option, avail itself of the Available Commitment in one or more drawdowns in the amount of the Commitment. Sponsor may effect relevant Invoice (in the purchase case of Invoice Advances and Reimbursement Advances) or the relevant Refinancing Advance, but in any event not in excess of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the remaining aggregate amount of the Available Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require and in all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition cases subject to the Debt Financing, limitations in subsections 2.1(a) and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transaction2.2(a).

Commitment. In connection (a) (i) At any time during the Funding Period at least two (2) Business Days prior to a proposed Funding Date (or, with the execution respect to any Funding Date described in clause (iii) of the Purchase Agreementdefinition thereof in the Indenture, Buyer has received separate equity commitment letters, at least one (1) Business Day prior to each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”such Funding Date), from each of to the persons listed on Schedule A, other extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the undersigned Sponsor lesser of (such personsx) the Aggregate Collateral Value and (y) the Maximum Note Balance, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, and subject to the terms and conditions hereof and in accordance with the other Transaction Documents, the Issuer may deliver to the Agent, on behalf of the Purchasers, a written request that the Purchasers purchase Additional Note Balances (each such request, a “Purchase Request”). Each Purchase Request shall identify the proposed Funding Date, the Receivables Balance of the Receivables that will be sold and/or contributed to the Issuer on such Funding Date and the Cash Purchase Price thereof. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in the other Transaction Documents, on the identified Funding Date, each Conduit Purchaser may in its respective Co-Sponsor Equity sole and absolute discretion, and each Committed Purchaser shall, severally and not jointly, purchase its Commitment LetterInterest of the Additional Note Balances requested in the Purchase Request; provided, it will contribute or cause however, that the portion of such Additional Note Balance required to be contributed to Buyer purchased by the Deutsche Purchaser shall be reduced by the amount of equity set forth therein (collectivelysuch Additional Note Balance that the Conduit Purchasers purchase pursuant to Section 2.01(a)(ii); provided, further, that no Committed Purchaser shall be obligated to purchase an Additional Note Balance to the extent that, after giving effect to such purchase, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion existing principal balance of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated Note held by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of would exceed its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionCommitment.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-a) The Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinghereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to subscribe, or cause to be contributed subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject issued to the conditions set forth in this letter agreementSponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to purchase (Parent in immediately available funds at or cause prior to the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for Effective Time an aggregate cash purchase price equal to $6,756,757 (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (such amount, and as adjusted herein, the “Commitment”), ) for the purpose purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, (ii) pay any and all fees and expenses of providing a portion Parent, Merger Sub and Surviving Company in connection with the consummation of the cash required to fund a portion ofMerger and the other transactions contemplated by the Merger Agreement, and together (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the Co-Sponsor Equity Commitments, providing all consummation of the cash required to fundMerger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the Purchase Price and to pay contribution of the related expenses of BuyerCommitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, in no event the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Commitment. Sponsor may effect In the purchase of event that Parent does not require the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the full amount of the sum of (i) the Commitment or otherwise affect plus (ii) the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment Other Sponsors’ Commitments (as defined in order their respective ECLs) to consummate the TransactionMerger, the amount to be funded under this letter agreement may and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent to the level sufficient to fully fund the Merger Consideration, and pay any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as determined defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment or the RMB equivalent thereof (by applying the U.S. dollars to Renminbi exchange rate of 1:7.40) pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by CCB (Beijing) Investment Fund Management Co., Ltd. to Genetron Health (Beijing) Co., Ltd. (北京泛生子基因科技有限公司) (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent after being converted into US$, and in the event that the amount then available in the escrow account can be converted into US$ in such amount that is greater than the amount of the Commitment, only an amount equal to the amount of the Commitment shall be released to the Parent (which shall constitute the Sponsor; provided that ’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such reduction does not Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and will notParent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly, cause or result indirectly through Permitted Syndications (as defined in the failure Interim Investor Agreement), the payment of any condition the Commitment to the Debt Financing, and no such reduction shall (i) relieve Parent pursuant to other terms hereof to the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay extent not satisfied by the consummation of amount released to the TransactionParent from the escrow account.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. a) Sponsor hereby agreescommits, on the terms and subject to the conditions set forth in this letter agreementLetter Agreement, at the Closing, to purchase (purchase, or cause the purchase of) at the Closing , equity securities of Buyer (the “Buyer Securities”) CF Corp for an aggregate cash purchase price equal to (x) $227,000,000 plus (y) the amount of net redemptions of CF Corp stock (i.e., the aggregate amount paid, or required to be paid, by CF Corp to redeem shares of its stock) on or after the date hereof and prior to the Closing, up to an aggregate amount in cash in immediately available fundsthis clause (y) of not less than $188,000,000 (the amount set forth next to the Sponsor’s name on Schedule A result of (x) plus (y), the “Commitment”), solely for the purpose of providing a portion of the cash required allowing CF Corp to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price Merger Consideration and to pay costs and expenses (including fees and expenses payable to Representatives) incurred in connection with the related expenses of BuyerMerger Agreement, the Merger and the other transactions contemplated thereby. Notwithstanding anything Sponsor will not, under any circumstances, be obligated to contribute more than the contrary contained hereinCommitment to CF Corp; provided, in no event that the foregoing shall not limit the aggregate liability of obligations under (i) the Forward Purchase Agreement among CF Corp, BilCar, LLC and CF Capital Growth, LLC and (ii) the Equity Commitment Letter among Blackstone Fund, Sponsor hereunder exceed the amount of the Commitment. and CF Corp. (b) Sponsor may effect the purchase of the Buyer Securities equity of CF Corp directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesit; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreementLetter Agreement. In the event Buyer that CF Corp does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the TransactionMerger, the amount to be funded under this letter agreement Letter Agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly . (c) The obligation of Sponsor to fund or indirectly, cause or result in the failure funding of any condition the Commitment shall be subject to the Debt Financing, and no such reduction shall (i) relieve the Sponsor satisfaction (or waiver by CF Corp) of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing) and (ii) prevent or materially impair or delay the substantially concurrent consummation of the TransactionClosing in accordance with the terms of the Merger Agreement.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, Upon and subject to the terms and conditions set forth herein, (a) each Lender severally and for itself agrees to make revolving loans in its respective Co-Sponsor Equity Commitment LetterDollars to the Borrower (collectively called the “Revolving Loans” and individually called a “Revolving Loan”) from time to time on any Business Day during the Availability Period in such Xxxxxx’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, it will contribute or cause (b) each Lender severally agrees to be contributed issue, extend and renew in such Lender’s Applicable Percentage, Syndicated Letters of Credit at the request of and for the account of the Account Parties from time to Buyer time during the amount Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of equity Credit for the account of the Account Parties from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth therein in Section 3.2; provided, however, that after giving effect to any Credit Extension (collectively, the “Co-Sponsor Equity Commitment”including any concurrent repayment of Swingline Loans with proceeds of such Credit Extension), which amount (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate LC Obligations with respect to Fronted Letters of Credit shall not exceed the Fronted Letter of Credit Sublimit and (iv) the LC Obligations of any Fronting Bank with respect to Fronted Letters of Credit issued by such Fronting Bank shall not exceed any sublimit agreed to between the Account Parties and such Fronting Bank (it being agreed that the sublimit for Xxxxx Fargo as Fronting Bank with respect to any such Fronted Letters of Credit shall be used by Buyer to consummate $25,000,000 as of the Transactiondate hereof). Sponsor hereby agrees, on Within the terms limits of this Section 2.1 and subject to the other terms and conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fundhereof, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor Borrower may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor borrow Loans under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the TransactionSection 2.1, the amount to be funded prepay Loans under Section 2.3 and reborrow Loans under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionSection 2.1.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor a) GSO hereby agreescommits, on the terms and subject to the conditions set forth in this letter agreementLetter Agreement, at the Closing, to purchase (purchase, or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) , Preferred Equity for an aggregate cash purchase price equal to (in cash in immediately available fundsx) of not less than $9,000,000 plus (y) the amount set forth next of net redemptions of CF Corp stock (i.e., the aggregate amount paid, or required to be paid, by CF Corp to redeem shares of its stock) on or after the date hereof and prior to the Sponsor’s name on Schedule A Closing, up to an aggregate amount of $16,000,000 (the result of (x) plus (y), the “Commitment”), solely for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and allowing Buyer to pay the related Closing Date Purchase Price, the Transaction Expenses and costs and expenses of Buyer(including fees and expenses payable to Representatives) incurred by Buyer in connection with the Share Purchase Agreement and the transactions contemplated thereby. Notwithstanding anything GSO will not, under any circumstances, be obligated to contribute more than the contrary contained hereinCommitment to CF Corp; provided that the foregoing shall not limit the obligations under (i) the Forward Purchase Agreement among CF Corp, in no event shall CFS Holdings (Cayman), L.P. and CF Capital Growth, LLC, (ii) the aggregate liability of Sponsor hereunder exceed Equity Commitment Letter between CF Corp and Blackstone Fund and (iii) the amount of the Commitment. Sponsor Equity Commitment Letter among Blackstone Fund, Fidelity National Financial, Inc. and CF Corp. (b) GSO may effect the purchase of the Buyer Securities Preferred Equity directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesit; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor GSO under this letter agreementLetter Agreement. In the event Buyer that CF Corp does not require all of the equity Preferred Equity with respect to which Sponsor GSO has made this Commitment in order to consummate pay the TransactionClosing Date Purchase Price and the Transaction Expenses, the amount to be funded under this letter agreement Letter Agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly GSO. (c) The obligation of GSO to fund or indirectly, cause or result in the failure funding of any condition the Commitment shall be subject to the Debt Financing, and no such reduction shall (i) relieve the Sponsor satisfaction (or waiver by Buyer) of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or the conditions set forth in Section 8.01(a) and (b) of the Share Purchase Agreement (other than those conditions that by their terms are to be satisfied at the Closing) and (ii) prevent or materially impair or delay the substantially concurrent consummation of the TransactionClosing in accordance with the terms of the Share Purchase Agreement.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingThe Investor hereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute that at or prior to the Closing, the Investor shall purchase, or cause to be contributed to Buyer the purchase of, the percentage amount of the total shares of common stock of Parent set forth opposite the Investor’s name in column 2 (Percentage) of Schedule A attached hereto for the amount of equity cash set forth therein opposite its name in column 3 (collectivelyTotal Commitment) of Schedule A attached hereto (the aggregate amount paid by the Investor, the “Co-Sponsor Equity Commitment”, and the aggregate amount paid by all the Investors, the “Commitments”), which amount shall be used by Buyer Parent, together with the cash funds provided pursuant to consummate the Transaction. Sponsor hereby agreesother equity commitment letters (the “Cash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Rollover Investors pursuant to the Rollover Contribution Agreements, the “Company Equity Commitments”) contemplated by the Merger Agreement and executed concurrently herewith (such other Cash Commitments and Company Equity Commitments, the “Other Equity Commitments”), solely for the purpose of allowing Parent to fund, to the extent necessary, a portion of the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion ofMerger Agreement, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price related costs and to pay the related expenses of Buyer. Notwithstanding anything Parent; provided, that the Investor shall not, under any circumstances, be obligated to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed contribute to Parent at any time more than the amount of the Commitment set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto; provided, further, that the aggregate amount of liability of the Investor under this letter agreement shall at no time exceed the aggregate amount set forth opposite the name of the Investor in column 3 (Total Commitment) in Schedule A attached hereto. Sponsor The Investor may effect the purchase of the Buyer Securities shares of common stock of Parent directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; howeverprovided, that no such action will shall reduce the amount of the Investor’s Commitment or otherwise affect the obligations of Sponsor the Investor under this letter agreement. In the event Buyer does not require all The amount of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount Commitments to be funded under this letter agreement may not be reduced as determined without the prior written consent of the Investor. Without limiting the foregoing, if Parent does not require all of the Commitments and the Other Equity Commitments in order to pay the amounts payable by SponsorParent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses), any such reduction in equity financing shall be applied pro rata among the Commitments (if consented to by the Investor) and the Other Equity Commitments based on the amount of each respective commitment prior to giving effect to any such reduction. For the avoidance of doubt, the Commitment is payable only at the Closing upon written notice from Parent to the Investor of the satisfaction of the conditions set forth in Section 2(a) hereof (such conditions, the “Conditions,” and such notice the “Parent Notice”) and only for the uses described above, and the Commitment shall not be payable at any other time, under any other circumstance or for any other purpose. Parent may direct the Investor to pay the Commitment to a parent entity of Parent; provided that such reduction does not and parent entity has agreed in writing that it will not, directly or indirectly, cause or result in pay the failure Commitment to Parent immediately upon the receipt of any condition such payment (which agreement shall be reasonably satisfactory to the Debt Financing, Company and no such reduction shall (i) relieve not be amended without the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation approval of the TransactionCompany). Parent hereby agrees to deliver the Parent Notice promptly (and in any event within one (1) calendar day) following the satisfaction of the Conditions.

Commitment. In connection with Subject to the execution terms and conditions of this Agreement (including without limitation Section 2.3 hereof), each Revolving Credit Lender severally and for itself alone agrees to make Advances of the Purchase Revolving Credit in any one or more of the Permitted Currencies to any of the Borrowers from time to time on any Business Day during the period from the Restatement Date until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any Revolving Credit Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Revolving Credit Lender’s Revolving Credit Percentage. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Buyer has received separate equity commitment lettersRevolving Credit Advances in Alternative Currencies shall be determined, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute or cause to advances, repayments and readvances may be contributed to Buyer made under the amount Revolving Credit. Advances of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount Revolving Credit shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the following additional conditions set forth and limitations: (a) No Permitted Borrower shall be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder until (i) it has become a party to this Agreement, either by execution and delivery of this Agreement, or by execution and delivery of a Permitted Borrower Addendum to this Agreement, (ii) it has become a party to the applicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement to such Guaranty, and (iii) in this letter agreementthe case of each Permitted Borrower, to purchase Company has encumbered and/or delivered (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next caused to the Sponsor’s name on Schedule A (the “Commitment”be encumbered and/or delivered), for as the purpose of providing case may be, pursuant to a portion of the cash required to fund a portion of, Pledge Agreement those Equity Interests issued by such Permitted Borrower and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, owned (directly or indirectly) by Company by authority documents, cause legal opinions and other supporting documents as reasonably required by Agent and the Required Revolving Credit Lenders hereunder; (b) No Subsidiary which is a Permitted Borrower as of the Restatement Date nor any Foreign Subsidiary which becomes a Permitted Borrower after the Restatement Date shall be entitled to request or result maintain (or, in the failure case of any condition to the Debt FinancingEurocurrency-based Advance, and no such reduction shall (imaintain beyond any applicable Interest Period then in effect) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation an Advance of the TransactionRevolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder if it ceases to be a Wholly Owned Subsidiary of Company.

Commitment. In connection (a) Subject to and upon the terms and conditions herein set forth, each Lender agrees, severally and not jointly, to make to the Borrower: (i) a loan denominated in Dollars (a "Dollar Loan") and/or (ii) a loan denominated in Euro (a "Foreign Currency Loan" and, together with the execution Dollar Loan, the "Initial Loans"), which Initial Loans (i) shall be made on the Funding Date and the full amount of the Purchase proceeds of the Dollar Loans shall be deposited on the Funding Date in the RSGI Dollar Debt Escrow Account to be held by the Financing Escrow Agent pursuant to the terms of the Financing Escrow Agreement and the full amount of the proceeds of the Foreign Currency Loans shall be deposited on the Funding Date in the RSGI Euro Debt Escrow Account to be held by the Financing Escrow Agent pursuant to the terms of the Financing Escrow Agreement, Buyer has received separate equity commitment letters(ii) may be repaid in accordance with the provisions hereof, each dated but once repaid, may not be reborrowed, (iii) shall not exceed for any such Lender (x) in the date hereof case of a Dollar Loan, that aggregate principal amount that equals the Dollar Commitment of such Lender at such time and (eachy) in the case of a Foreign Currency Loan, a “Co-Sponsor Equity that aggregate principal amount that equals the Foreign Currency Commitment Letter”)of such Lender at such time and (iv) shall not, from each after giving effect thereto and the application of the persons listed on Schedule proceeds thereof, exceed for all Lenders at any time outstanding the aggregate principal amount that equals the Total Commitments then in effect. Each Lender may at its option make any Loan by causing a domestic or foreign branch or an Affiliate of such Lender to make such Loan, provided that (A, other than ) any exercise of such option shall not affect the undersigned Sponsor obligation of the Borrower to repay such Loan and (B) if it exercises such persons, collectivelyoption, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject Borrower shall not be required to pay any increased costs resulting therefrom. The Initial Loans deposited on the Funding Date in the RSGI Dollar Debt Escrow Account and the RSGI Euro Debt Escrow Account shall be released from such accounts to the Borrower on the Closing Date only in accordance with the conditions for such release specified in the Financing Escrow Agreement. (b) Subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterhereof, it will contribute each Lender severally agrees, if the Initial Loans have not been repaid on or cause prior to the Initial Maturity Date, that the maturity of such Initial Loans shall automatically be contributed extended to Buyer the amount of equity set forth therein Final Maturity Date (such extended Initial Loans, collectively, the “Co-Sponsor Equity Commitment”"Extended Loans"), which amount shall . Amounts repaid in respect of Extended Loans may not be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactionreborrowed.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-a) The Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinghereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to subscribe, or cause to be contributed subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject issued to the conditions set forth in this letter agreementSponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to purchase (Parent in immediately available funds at or cause prior to the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for Effective Time an aggregate cash purchase price equal to $10,000,000 (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (such amount, and as adjusted herein, the “Commitment”), ) for the purpose purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, (ii) pay any and all fees and expenses of providing a portion Parent, Merger Sub and Surviving Company in connection with the consummation of the cash required to fund a portion ofMerger and the other transactions contemplated by the Merger Agreement, and together (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the Co-Sponsor Equity Commitments, providing all consummation of the cash required to fundMerger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the Purchase Price and to pay contribution of the related expenses of BuyerCommitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, in no event the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Commitment. Sponsor may effect In the purchase of event that Parent does not require the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the full amount of the sum of (i) the Commitment or otherwise affect plus (ii) the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment Other Sponsors’ Commitments (as defined in order their respective ECLs) to consummate the TransactionMerger, the amount to be funded under this letter agreement may and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced as determined by SponsorParent to the level sufficient to fully fund the Merger Consideration, and pay any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall result in the Sponsor, together with its Affiliates, holding more than 25% of the Equity Securities of Parent on a fully diluted basis as of immediately after the Closing. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) relieve one month after the Sponsor execution of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or and (ii) prevent or materially impair or delay 10 Business Days after the consummation execution of the TransactionEscrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by CICC Healthcare Investment Fund, L.P. to the Company (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent (which shall constitute the Sponsor’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and Parent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement), the payment of the Commitment to the Parent pursuant to other terms hereof to the extent not satisfied by the amount released to the Parent from the escrow account.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor 2.1 Each Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingInvestor hereby severally and irrevocably confirms and undertakes to Bidco that, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterof this Letter (including, without limitation, paragraph 3 below), it will contribute make, or procure that one or more of its Contributing Parties (as defined below) makes, one or more direct or indirect investments in Bidco (by way of subscription for equity and/or debt securities and/or by way of loan) in an aggregate amount of the amount set out opposite its name in column (2) of the table in Schedule 1 of this Letter (the "Commitment" and together with the Commitment of each other Equity Investor, the "Aggregate Commitment") and it will not withdraw or extract or suffer or cause to be contributed redeemed or repaid such sums prior to Buyer the date by which Bidco must pay the cash consideration to the shareholders of the Target in connection with and pursuant to the Offer (the "Relevant Date"), as required by the Takeover Code. 2.2 Subject to the terms of this Letter, each Equity Investor will fund, or procure that one or more of its Contributing Parties funds, the amount of equity set forth therein its Commitment in immediately available funds so that it is received in cleared funds in Sterling by Bidco on or before the date that is three (collectively, 3) Business Days (as defined in the “Co-Sponsor Equity Commitment”Takeover Code) prior to the Relevant Date (the "Funding Date"), which amount shall be used by Buyer . 2.3 Subject to consummate the Transaction. Sponsor hereby agrees, on the terms and subject conditions of this Letter (including, without limitation, paragraph 3 below) each Equity Investor's Commitment will be used solely by Bidco, together with funds to be provided to Bidco under any debt financing documentation to be entered into by Bidco in connection with the conditions set forth in this letter agreementOffer, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and satisfy Bidco's obligation to pay the related consideration due from Bidco at the Relevant Date and Bidco's costs and/or expenses of Buyer. Notwithstanding anything in connection with the Offer. 2.4 Each Equity Investor's Commitment may take such forms and be advanced on such terms as the Equity Investor and Bidco may determine at their sole discretion, subject at all times to and without prejudice to the contrary contained hereinother terms of this Letter. 2.5 Each Equity Investor severally warrants to Bidco that, in no event shall the aggregate liability respect of Sponsor hereunder exceed the amount itself only, as of the date of this Letter: (a) it has (i) funds available to it equal to at least its Commitment and/or (ii) undrawn commitments equal to at least its Commitment. Sponsor may effect ; (b) it has the purchase power and authority required to enter into this Letter and to perform fully its obligations as contemplated by this Letter in accordance with its terms; (c) the execution, delivery and performance of this Letter by it has been duly and validly authorised and approved by all necessary corporate, partnership or limited liability partnership actions, as applicable, and no other proceedings or actions on its part are required therefor; and (d) the execution, delivery and performance by it of this Letter does not and will not (i) violate its organisational documents, (ii) violate any applicable law, binding regulation, judgment or similar applying to it or (iii) result in any violation of or default (with or without notice or lapse of time, or both) under or give rise to right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract to which it is a party which would affect its ability to perform the obligations imposed on it under the terms of this Letter and/or any other document referred to in this Letter. 2.6 Each Equity Investor may, with the prior written consent of the Buyer Securities directly Financial Adviser (not to be unreasonably withheld or indirectly delayed), satisfy its obligations under this Letter through one or more affiliated entities or other co-investors Contributing Parties designated by it and, in such event, the relevant Equity Investor’s Commitment hereunder will be reduced by any amounts in Sterling that are actually contributed directly or indirectly to Bidco by such persons on or before the Funding Date (and may structure that are not withdrawn, extracted, redeemed or repaid until after the funding of Payment Obligations have been fulfilled by Bidco) (such amounts into Buyer through one or more intermediate entities; howeverbeing the relevant Equity Investor's "Substituted Amount(s)"), no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor Financial Adviser's consent shall not be required in respect of its obligations under this letter agreement any such Substituted Amount(s) to the extent such Substituted Amount(s) are unconditionally received in cleared funds (with no obligation to withdraw, extract, redeem or any Co-Sponsor under repay until after the Payment Obligations have been fulfilled by Bidco) by Bidco prior to the latest date by which the Drawdown Notices must be issued by the relevant Equity Investor to enable such Co-Sponsor’s Co-Sponsor Equity Investor's Commitment Letter to be received by Bidco in Sterling on or (ii) prevent or materially impair or delay prior to the consummation of the Transaction.Funding Date and

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor Investor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A commits (the “Commitment”), for subject to and on the purpose of providing a portion of the cash required to fund a portion of, terms and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained conditions set forth herein, in no event that Investor shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities or cause to be purchased, directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer indirectly, through one or more intermediate entities; however, from Parent membership units or other equity interests of Parent for an aggregate purchase price equal to $342 million (such amount as may be reduced as provided below, the “Commitment Amount”), which Commitment Amount shall be used by Parent solely (i) for the purpose of allowing Parent and/or Merger Sub to fund a portion of the aggregate Offer Price payable upon closing of the Offer or the aggregate Merger Consideration payable upon consummation of the Merger, as applicable, to refinance, repay and/or discharge existing Indebtedness of the Company and to pay related fees and expenses, in each case pursuant to and in accordance with the Merger Agreement and (ii) to pay fees and expenses incurred by Parent or Merger Sub pursuant to the terms of the Merger Agreement (the “Merger Agreement Expenses” and, together with the amounts contemplated by clause (i) above, the “Transaction Payments”). Investor agrees that (x) the portion of the Committed Amount contemplated by clause (i) above shall be purchased at or prior to the earlier of the Offer Closing and Merger Closing, as applicable, and (y) the portion of the Committed Amount contemplated by clause (ii) above shall be purchased as such fees and expenses become due and payable. In no such action will reduce the event shall Investor be obligated, directly or indirectly, to contribute to, purchase equity of, or otherwise provide funds to, Parent or any of its Affiliates in any amount in excess of the Commitment or otherwise affect the obligations of Sponsor under this letter agreementAmount. In the event Buyer does not require all of the equity with respect to which Sponsor has made this The Commitment in order to consummate the Transaction, the amount Amount to be funded under this letter agreement may be reduced on a dollar-for-dollar basis, in a manner specified by Investor, if Parent and Merger Sub do not require (as determined by Sponsor; provided that such reduction does not and will notat the Offer Closing or the Merger Closing, directly or indirectlyas applicable) the full Commitment Amount to pay the Transaction Payments, cause or result in the failure of any condition including if additional funding is actually received pursuant to the Debt Financing, and no such reduction shall Financing or if equity funding is actually received by Parent from another Person (i) relieve to the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactionextent permitted in accordance with Section 4).

Commitment. In connection with Subject to the execution terms and conditions of this Agreement (including without limitation Section 2.3 hereof), each Revolving Credit Bank severally and for itself alone agrees to make Advances of the Purchase Revolving Credit in any one or more of the Permitted Currencies to any of the Revolving Borrowers from time to time on any Business Day during the period from the Effective Date hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Bank's Revolving Credit Percentage of the Revolving Credit Aggregate Commitment. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Buyer has received separate equity commitment lettersAdvances in Alternative Currencies shall be determined, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute or cause to advances, repayments and readvances may be contributed to Buyer made under the amount Revolving Credit. Advances of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount Revolving Credit shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the following additional conditions set forth and limitations: (a) A Permitted Borrower shall not be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder (x) until (i) with the approval of all Revolving Credit Banks, it has become a party to this Agreement either by execution and delivery of this Agreement, or by execution and delivery of a Permitted Borrower Addendum to this Agreement, (ii) unless waived in this letter agreementwriting by the Revolving Credit Banks, it has become a party to purchase the applicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement to such Guaranty, (iii) if required by the Revolving Credit Banks, it has become a party to a Foreign Security Agreement, and (iv) unless waived in writing by the Revolving Credit Banks, Autocam has encumbered and/or delivered (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next caused to the Sponsor’s name on Schedule A (the “Commitment”be encumbered and/or delivered), for as the purpose case may be, pursuant to a Pledge Agreement those shares of providing a portion of the cash required to fund a portion of, stock issued by such Permitted Borrower and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities owned (directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to Autocam) which Sponsor has made this Commitment in order to consummate the Transaction, the amount are required to be funded encumbered and/or delivered under this letter agreement may be reduced Section 8.20 hereof, as determined applicable, and accompanied in each case by Sponsorauthority documents, legal opinions and other supporting documents as required by Agent and the Majority Banks hereunder; provided that such reduction does not and will not(y) if it ceases to be, directly or indirectly, cause or result in the failure a 100% Subsidiary of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionAutocam.

Commitment. In connection with This letter agreement confirms the execution commitment of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at ClosingInvestors, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will to contribute (or cause to be contributed contributed) (the “Contribution”) to Buyer HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of equity set forth therein US$[●] (collectivelysuch sum, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in adjustment pursuant to this letter agreementSection 1, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of providing a portion (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the cash required to fund a portion of, and together with HoldCo Termination Fee under the Co-Sponsor Equity Commitments, providing all of Limited Guarantee given by the cash required to fund, the Purchase Price and to pay the related expenses of BuyerInvestors). Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor The Investors may effect the purchase of the Buyer Securities Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated entities investment fund or other co-investors designated vehicles sponsored, advised or managed by it and may structure the funding investment manager of such amounts into Buyer through one any Investor or any Affiliate thereof .. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more intermediate entities; however, no such action will reduce than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment or otherwise affect the obligations of Sponsor to be funded under this letter agreement. In agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event Buyer that HoldCo does not require all of the equity with respect to which Sponsor has the Investors and the Other Investors have made this Commitment in order to consummate the TransactionCommitments (as defined, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition with respect to the Debt FinancingInvestors and any Other Investor, and no such reduction shall (i) relieve the Sponsor of its obligations under in this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor the applicable Other Investor Equity Commitment Letter or (iiLetter, as the case may be) prevent or materially impair or delay but only to the consummation of extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the TransactionMerger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinga) Bank hereby agrees, subject to the terms and conditions set forth herein, to offer to purchase, or to arrange for the offer by an Investor to purchase, Confirmed Receivables from Suppliers during the Commitment Period in its respective Co-Sponsor Equity Commitment Letteran aggregate Face Amount at any one time outstanding not to exceed the Program Amount. (i) Bank shall only provide such offers to a Supplier that has executed and delivered a Receivables Purchase Agreement and has satisfied the conditions to effectiveness thereof. Subject to the terms and conditions of such Receivables Purchase Agreement, it will contribute or cause to be contributed to Buyer Bank shall pay such Supplier (A) the amount Discounted Purchase Price for the Designated Receivables which are the subject of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agreesan Acceptance, on the terms applicable Purchase Date, or (B) if such Supplier has selected the Instruction and subject Notice of Auto-Discount Election under its Receivables Purchase Agreement, the Discounted Purchase Price for the Designated Receivables, on the applicable Purchase Date and (C) pursuant to the conditions set forth terms of the Electronic Services Agreement, for any Receivable described in a Request other than a Purchased Receivable, provided that such funds are available in the Buyer Account, an amount equal to the Face Amount thereof on the applicable Maturity Date. (c) Inquiries, communications and instructions (whether oral, telephonic, written, telegraphic, facsimile, electronic or other) regarding a Transaction, any Request, any Offer, any Acceptance and this letter agreementAgreement are each referred to herein as “Instructions” (and the term “Request” is subsumed within the term “Instruction”). Bank’s records of the content of any Instruction shall be conclusive absent manifest error. (d) At the request of Buyer, the Commitment Period may be extended by Bank, in its sole discretion, for additional 364-day periods. If Buyer wishes to purchase (or cause extend the purchase of) Commitment Period by an additional 364-day period, Buyer shall request such an extension at least 45 calendar days prior to the Closing equity securities end of such Commitment Period, and, following Buyer’s request, Bank shall notify Buyer at least 30 calendar days prior to the end of such Commitment Period whether Bank will, in Bank’s sole discretion, agree to such extension. For the avoidance of doubt, and without limitation of the generality of any of the foregoing, any extension by Bank of the Commitment Period will be subject to, among other things, Bank’s willingness to offer to purchase, and its assessment of pricing for and other factors relating to, receivables of Buyer at then prevailing market Discount Purchase Prices. (e) Buyer may terminate, or from time to time reduce, the “Buyer Securities”Program Amount; provided that (i) for any reduction of the Program Amount shall be in an aggregate cash purchase price (in cash in immediately available funds) amount that is an integral multiple of $1,000,000 and not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, $1,000,000 and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent Buyer shall not terminate or materially impair reduce the Program Amount if the aggregate Face Amount of outstanding Purchased Receivables would exceed the Program Amount as so reduced or delay terminated. The Buyer shall notify the consummation Bank of any election to terminate or reduce the Program Amount at least 30 days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Each notice delivered by Buyer pursuant to this paragraph 3(e) shall be irrevocable and any termination or reduction of the TransactionProgram Amount shall be permanent.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-a) The Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closinghereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute to subscribe, or cause to be contributed subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject issued to the conditions set forth in this letter agreementSponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to purchase (Parent in immediately available funds at or cause prior to the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for Effective Time an aggregate cash purchase price equal to $3,378,378 (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (such amount, and as adjusted herein, the “Commitment”), ) for the purpose purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, (ii) pay any and all fees and expenses of providing a portion Parent, Merger Sub and Surviving Company in connection with the consummation of the cash required to fund a portion ofMerger and the other transactions contemplated by the Merger Agreement, and together (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the Co-Sponsor Equity Commitments, providing all consummation of the cash required to fundMerger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the Purchase Price and to pay contribution of the related expenses of BuyerCommitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, in no event the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Commitment. Sponsor may effect In the purchase of event that Parent does not require the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the full amount of the sum of (i) the Commitment or otherwise affect plus (ii) the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment Other Sponsors’ Commitments (as defined in order their respective ECLs) to consummate the TransactionMerger, the amount to be funded under this letter agreement may and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent to the level sufficient to fully fund the Merger Consideration, and pay any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as determined defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment or the RMB equivalent thereof (by applying the U.S. dollars to Renminbi exchange rate of 1:7.40) pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by Wxxx Xxxxxxxxxxxxxxx Investment Partnership (Limited Partnership) to Genetron Health (Beijing) Co., Ltd. (北京泛生子基因科技有限公司) (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent after being converted into US$, and in the event that the amount then available in the escrow account can be converted into US$ in such amount that is greater than the amount of the Commitment, only an amount equal to the amount of the Commitment shall be released to the Parent (which shall constitute the Sponsor; provided that ’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such reduction does not Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and will notParent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly, cause or result indirectly through Permitted Syndications (as defined in the failure Interim Investor Agreement), the payment of any condition the Commitment to the Debt Financing, and no such reduction shall (i) relieve Parent pursuant to other terms hereof to the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay extent not satisfied by the consummation of amount released to the TransactionParent from the escrow account.

Commitment. In connection with the execution of the Purchase AgreementMill Road Capital II, Buyer has received separate equity commitment letters, each dated the date hereof L.P. (each, a “Co-Sponsor Equity Commitment LetterSponsor”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing) hereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, that, simultaneous with the Closing, it will contribute shall purchase, or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing , equity securities interests of Buyer (the “Buyer Securities”) Parent for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next equal to the Sponsortotal amount resulting from (i) the aggregate amount of the Payment Fund, plus (ii) the aggregate amount of the payment obligations of the Surviving Corporation under Section 2.3 of the Merger Agreement, minus (iii) the aggregate amount of the Debt Financing (or any Alternative Financing) contemplated by the Debt Commitment Letter, and minus (iv) the Company’s name on Schedule A cash and short term marketable securities as of the Effective Time (the “Commitment”), solely for the purpose of providing funding, and to the extent necessary to fund, a portion of the cash required aggregate Merger Consideration pursuant to fund a portion and in accordance with the Merger Agreement, together with related expenses; provided, that Sponsor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required or otherwise provide funds to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, Parent or Merger Sub in no event shall the aggregate liability of Sponsor hereunder exceed the any amount in excess of the Commitment. Sponsor may effect meet its obligation to fund the purchase of the Buyer Securities Commitment directly or indirectly through one or more affiliated entities of Sponsor’s Affiliates, or together with certain other co-investors designated Persons that are “accredited investors” (as such term is defined under Rule 501 of Regulation D, as promulgated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; howeverSecurities Act), no such action will reduce the as selected by Sponsor, in its sole discretion. The amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this commitment letter agreement simultaneous with the Closing may be reduced as determined in an amount specified by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition Parent but only to the Debt Financingextent that Parent has consummated the transactions contemplated by the Merger Agreement with Sponsor contributing, and no such reduction shall (i) relieve or causing to be contributed in accordance with this Section 1, less than the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation full amount of the Transaction.Commitment. MRGB Hold Co. May 1, 2014

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. a) Sponsor hereby agreescommits, on the terms and subject to the conditions set forth in this letter agreementLetter Agreement, at the Closing, to purchase (purchase, or cause the purchase of) at the Closing , equity securities of Buyer (the “Buyer Securities”) CF Corp for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A $8,000,000 (the “Commitment”), solely for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and allowing Buyer to pay the related Closing Date Purchase Price, the Transaction Expenses and costs and expenses of Buyer(including fees and expenses payable to Representatives) incurred by Buyer in connection with the Share Purchase Agreement and the transactions contemplated thereby. Notwithstanding anything Sponsor will not, under any circumstances, be obligated to contribute more than the contrary contained hereinCommitment to CF Corp; provided, in no event that the foregoing shall not limit the aggregate liability of Sponsor hereunder exceed obligations under (i) the amount of Forward Purchase Agreement among CF Corp, CFS Holdings (Cayman), L.P. and CF Capital Growth, LLC, (ii) the Commitment. Equity Commitment Letter between CF Corp and GSO Fund and (iii) the Equity Commitment Letter among Sponsor, Fidelity National Financial, Inc. and CF Corp. (b) Sponsor may effect the purchase of the Buyer Securities equity of CF Corp directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesit; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreementLetter Agreement. In the event Buyer that CF Corp does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate pay the TransactionClosing Date Purchase Price and the Transaction Expenses, the amount to be funded under this letter agreement Letter Agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly . (c) The obligation of Sponsor to fund or indirectly, cause or result in the failure funding of any condition the Commitment shall be subject to the Debt Financing, and no such reduction shall (i) relieve the Sponsor satisfaction (or waiver by Buyer) of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or the conditions set forth in Section 8.01(a) and (b) of the Share Purchase Agreement (other than those conditions that by their terms are to be satisfied at the Closing) and (ii) prevent or materially impair or delay the substantially concurrent consummation of the TransactionClosing in accordance with the terms of the Share Purchase Agreement.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectivelyFor valuable consideration, the “Co-Sponsors”)receipt and sufficiency of which are hereby acknowledged, wherein each Co-Sponsor has agreed that at ClosingGaoling Fund, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein L.P. (collectively, the “Co-Sponsor Equity CommitmentSponsor”), which amount shall be used by Buyer to consummate the Transaction. Sponsor ) hereby agreesirrevocably commits, on the terms and subject to the conditions set forth herein, that it will make one or more direct or indirect capital contributions in the form of cash in Hong Kong dollars (in an immediately available form and free from any deduction or withholding whatsoever) (the “Contributions”), to Bidco, on the first Business Day (as defined in the Announcement) after the Scheme becomes effective (the “Settlement Date”), in immediately available funds, of the aggregate amount of HK$6,219,718,758 (such amount, the Sponsor’s “Commitment”). Such aggregate amount of the Commitment shall, on the Settlement Date, be delivered to Bidco or to Holdco or Topco by the Sponsor and subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in each case by the Sponsor in Hong Kong dollars in full, free from any deduction or withholding whatsoever and without regard to any lien, right or set-off, counterclaim or otherwise to such bank account as designated by notice in writing from Bidco. The Sponsor shall not, under any circumstances, be obligated to contribute more than its Commitment to Bidco pursuant to this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next but without prejudice to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion terms of the cash required to fund a portion ofConsortium Agreement dated on or about of this letter agreement entered into between, among others, Xxxxxxxxx HHBH Holdings Limited, Xxxxxxxxx HHBG Holdings Limited and together with the Co-Superise Colorful Brands Limited. The Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities hereby undertakes that it will not directly or indirectly through one transfer any interest (directly or more affiliated entities indirectly held) in Holdco, Topco or other co-investors designated by it and may structure Bidco without the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount prior written consent of the Commitment or otherwise Financial Advisor if the Financial Advisor believes that such transfer would adversely affect the obligations Scheme or Bidco’s ability to pay all the cash consideration in connection with the Transaction in accordance with the Takeovers Code and/or affect the Financial Advisor being able to provide the cash confirmation as required by Rule 3.5 of Sponsor under this letter agreement. In the event Buyer does not require all and paragraph 11 of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition Schedule 1 to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionTakeovers Code.

Commitment. In connection with the execution of the Purchase AgreementCentre Lane Partners V, Buyer has received separate equity commitment letters, each dated the date hereof L.P. (each, a “Co-Sponsor Equity Commitment LetterSponsor”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing) hereby commits, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, that, simultaneous with the Closing, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectivelyshall purchase, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at , equity interests of the Closing equity securities of Buyer (the “Buyer Securities”) Parent for an aggregate cash purchase price (in cash in immediately available funds) amount equal to $87,597,343, plus the aggregate amount payable to holders of not less than Company Options, Company RSUs, and Company PSUs pursuant to Section 2.4 of the amount set forth next to the Sponsor’s name on Schedule A Merger Agreement (the “Commitment”), solely for the purpose of providing a portion of the cash required to fund a portion offunding, and together with to the Co-Sponsor Equity Commitments, providing all of the cash required extent necessary to fund, the Purchase Price Offer and the Merger pursuant to and in accordance with the Merger Agreement, together with related expenses. The aggregate proceeds from the Commitment (after netting out applicable fees, expenses, original issue discount and similar premiums and charges) constitute all of the financing required for the consummation of the Offer, the Merger and the other Transactions, and are sufficient in amount for Parent or Merger Sub, as applicable, to pay the related Offer Price payable in the Offer for all Company Shares tendered in the Offer, the Merger Consideration for all Company Shares exchanged in the Merger, any other amounts required to be paid in connection with the consummation of the Transactions (including any amounts payable in respect of Company Options, Company RSUs and Company PSUs under the Merger Agreement) and, together with the Company’s cash on hand as of the Closing Date, all associated fees, costs and expenses of Buyer. Notwithstanding anything in connection with the Offer, the Merger and the other Transactions, including the Equity Financing, in each case, to the contrary contained hereinextent required to be paid in connection with the consummation of the Offer, the Merger and such other Transactions; provided, that Sponsor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of, or otherwise provide funds to Parent in no event shall the aggregate liability of Sponsor hereunder exceed the amount excess of the Commitment. Sponsor may effect the purchase of the Buyer Securities equity interests of Parent directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the it. The amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement simultaneous with the Closing may be reduced as determined in an amount specified by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition Parent but only to the Debt Financingextent that Parent has consummated the Offer, the Merger and no such reduction shall (i) relieve the other Transactions with Sponsor of its obligations under this letter agreement contributing, or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay causing to be contributed, less than the consummation full amount of the TransactionCommitment.

Commitment. In connection with Subject to the execution terms and conditions of this Agreement (including without limitation Section 2.3 hereof), each Lender severally and for itself alone agrees to make Advances of the Purchase Revolving Credit in any one or more of the Permitted Currencies to any of the Borrowers from time to time on any Business Day during the period from the Restatement Date until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Lender’s Percentage of the Revolving Credit Aggregate Commitment. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Buyer has received separate equity commitment lettersAdvances in Alternative Currencies shall be determined, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will contribute or cause to advances, repayments and readvances may be contributed to Buyer made under the amount Revolving Credit. Advances of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount Revolving Credit shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the following additional conditions set forth and limitations: (a) No Permitted Borrower shall be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder until (i) it has become a party to this Agreement, either by execution and delivery of this Agreement, or by execution and delivery of a Permitted Borrower Addendum to this Agreement, (ii) it has become a party to the applicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement to such Guaranty, and (iii) in this letter agreementthe case of each Permitted Borrower, to purchase Company has encumbered and/or delivered (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next caused to the Sponsor’s name on Schedule A (the “Commitment”be encumbered and/or delivered), for as the purpose of providing case may be, pursuant to a portion of the cash required to fund a portion of, Pledge Agreement those Equity Interests issued by such Permitted Borrower and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, owned (directly or indirectly) by Company by authority documents, cause legal opinions and other supporting documents as reasonably required by Agent and the Required Lenders hereunder; (b) No Subsidiary which is a Permitted Borrower as of the Restatement Date nor any Foreign Subsidiary which becomes a Permitted Borrower after the Restatement Date shall be entitled to request or result maintain (or, in the failure case of any condition to the Debt FinancingEurocurrency-based Advance, and no such reduction shall (imaintain beyond any applicable Interest Period then in effect) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation an Advance of the TransactionRevolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder if it ceases to be a Wholly Owned Subsidiary of Company.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectivelyFor valuable consideration, the “Co-Sponsors”)receipt and sufficiency of which are hereby acknowledged, wherein each Co-Sponsor has agreed that at ClosingXxxxxxxxx Fund III, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment LetterL.P, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity CommitmentSponsor”), which amount shall be used by Buyer to consummate the Transaction. Sponsor ) hereby agreesirrevocably commits, on the terms and subject to the conditions set forth herein, that it will make one or more direct or indirect capital contributions in the form of cash in Hong Kong dollars (in an immediately available form and free from any deduction or withholding whatsoever) (the “Contributions”), to Bidco, on the first Business Day (as defined in the Announcement) after the Scheme becomes effective (the “Settlement Date”), in immediately available funds, of the aggregate amount of HK$8,162,805,000 (such amount, the Sponsor’s “Commitment”). Such aggregate amount of the Commitment shall, on the Settlement Date, be delivered to Bidco or to Holdco or Topco by the Sponsor and subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in each case by the Sponsor in Hong Kong dollars in full, free from any deduction or withholding whatsoever and without regard to any lien, right or set-off, counterclaim or otherwise to such bank account as designated by notice in writing from Bidco. The Sponsor shall not, under any circumstances, be obligated to contribute more than its Commitment to Bidco pursuant to this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next but without prejudice to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion terms of the cash required to fund a portion ofConsortium Agreement dated on or about of this letter agreement entered into between, among others, Xxxxxxxxx HHBH Holdings Limited, Xxxxxxxxx HHBG Holdings Limited and together with the Co-Superise Colorful Brands Limited. The Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities hereby undertakes that it will not directly or indirectly through one transfer any interest (directly or more affiliated entities indirectly held) in Holdco, Topco or other co-investors designated by it and may structure Bidco without the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount prior written consent of the Commitment or otherwise Financial Advisor if the Financial Advisor believes that such transfer would adversely affect the obligations Scheme or Bidco’s ability to pay all the cash consideration in connection with the Transaction in accordance with the Takeovers Code and/or affect the Financial Advisor being able to provide the cash confirmation as required by Rule 3.5 of Sponsor under this letter agreement. In the event Buyer does not require all and paragraph 11 of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition Schedule 1 to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionTakeovers Code.

Commitment. In connection with This letter agreement confirms the execution commitment of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof entity listed on Exhibit A1 attached hereto (each, a an “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, Investor” and collectively, the “Co-SponsorsInvestors”), wherein each Co-Sponsor has agreed that at Closingseverally and not jointly, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreementherein, to purchase (purchase, or to cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer indirectly, through one or more intermediate entities, its pro rata percentage (set forth on Exhibit A, and such amount of the Aggregate Commitment (as defined below) with respect to each Investor, such Investor’s “Maximum Investor Commitment”) of equity and/or debt securities of Purchaser B, such that all such securities purchased by all such Investors shall equal an aggregate amount of [●] ([●])2 (the “Aggregate Commitment”), solely to the extent necessary for Purchaser B to fund its payment obligations under Section 7.2(c) and to pay all fees and expenses of Purchaser B related to the Transactions; howeverprovided that, notwithstanding anything herein or otherwise to the contrary, no such action will reduce Investor shall, under any circumstances, be obligated to contribute to, purchase securities of, or otherwise provide any funds to, Purchaser B in an amount exceeding the amount of such Investor’s Maximum Investor Commitment and the Commitment Investors, collectively, shall not, under any circumstances, be obligated to contribute to, purchase securities of, or otherwise affect provide any funds to, Purchaser B in an amount exceeding the obligations of Sponsor under this Aggregate Commitment. This letter agreement. In the event Buyer does not require agreement constitutes all of the obligations and liabilities of each Investor in relation to such Investor’s portion of the Aggregate Commitment and shall not give rise to any other obligations or liabilities on any of the Investors. The proceeds from such purchase of debt and/or equity with respect securities shall be used by Purchaser B solely to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of pay its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or Section 7.2(c) and fees and expenses of Purchaser B related to the Transactions and for no other purpose. 1 Note to Draft: Wholly owned and controlled by the Fuhrer Family. 2 Note to Draft: Total amount (iiof both commitment letters) prevent or materially impair or delay the consummation of the Transactionto be at least NIS 485MM, and will be inserted at signing as applicable.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, On and subject to the terms and conditions of this Reimbursement and Pledge Agreement, (a) the Fronting Bank agrees to issue, extend and renew for the account of the Borrower one or more standby letters of credit (a “Letter of Credit”) from time to time before the Commitment Termination Date, (b) each Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of the Borrower from time to time before the Commitment Termination Date in such Lender’s Commitment Percentage of such aggregate stated amounts of Several Letters of Credit, (c) each Lender hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under Letters of Credit that are Fronted Letters of Credit as more fully set forth in its respective Co-Sponsor Equity Commitment Letter§2.2, it will contribute or cause and (d) with respect to be contributed to Buyer the amount Several Letters of equity set forth therein (collectivelyCredit, the “Co-Sponsor Equity Commitment”), which amount Fronting Bank hereby agrees that it shall be used by Buyer severally (and not jointly) liable for an amount equal to consummate the Transaction. Sponsor its Commitment Percentage plus each Participating Bank’s Commitment Percentage and each Participating Bank hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under any such Several Letter of Credit in an amount equal to such Participating Bank’s Commitment Percentage; provided however, that after giving effect to any Credit Extension pursuant to this §2.1.1, (or cause x) the purchase ofsum of the Total Outstandings shall not exceed the Total Commitment, and (y) at the Total Outstandings shall not exceed the Collateral Coverage Amount. The Borrower, the Fronting Bank and the Lenders agree that on and after the Closing equity securities Date, the Letters of Buyer Credit listed on Schedule 2.1.1 (the “Buyer SecuritiesExisting Letters of Credit”) for an aggregate cash purchase price (in cash in immediately available funds) shall be Letters of not less than Credit hereunder and shall cease to be outstanding under that certain Amended and Restated Letter of Credit Reimbursement and Pledge Agreement dated as of June 9, 2006 among the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fundBorrower, the Purchase Price Administrative Agent and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactionvarious financial institutions.

Commitment. In connection Fees As consideration for participating in the Exchange, each participating holder (including the Rollover Commitment Parties) shall receive from the Debtors (other than CII) an aggregate commitment fee for the use of capital, payable in cash, in an amount equal to 1.5% of the principal amount plus interest on CCH II Notes exchanged by such holder pursuant to the Exchange (the “Rollover Fee”). As consideration for the New Debt Commitment, each New Debt Commitment Party shall receive from the Debtors (other than CII) an aggregate commitment fee for the use of capital, payable in cash, in an amount equal to the greater of (i) 3.0% of its respective portion of the New Debt Commitment and (ii) 0.83% of its respective portion of the New Debt Commitment for each month beginning April 1, 2009 during which its New Debt Commitment remains outstanding; provided, that if the amount described in clause (ii) exceeds the amount described in clause (i), then a member of the Committee previously identified shall exercise its Overallotment Option in an amount no less than such excess; provided, further, that such New Debt Commitment Party shall not have terminated its commitment letter with respect to the New Debt Commitment on or prior to such date (the “New Debt Fee”). As consideration for the Equity Backstop, each Equity Backstop Party shall receive from the Debtors (other than CII) an aggregate commitment fee for the use of capital, payable in cash, in an amount equal to 3% of its respective Equity Backstop; provided, that such Equity Backstop Party shall not have terminated its commitment letter with respect to the Equity Backstop on or prior to such date (the “Equity Backstop Fee” and, together with the execution of Rollover Fee and the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectivelyNew Debt Fee, the “Co-SponsorsCommitment Fees”). The Commitment Fees shall be deemed to be earned as of the Confirmation Date and shall be payable on the Effective Date; provided, wherein each Co-Sponsor has agreed however, that at Closing, subject if cash on the balance sheet is less than $600 million as of the Effective Date (which amount will be reduced by any cash payment of interest on CCH II Notes exchanged pursuant to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment LetterExchange, it but will contribute or cause to be contributed to Buyer net of payment of the amount of equity set forth therein Xxxxx Management Receivable (collectivelyas defined herein), the “Co-Sponsor Equity Commitment”Commitment Fees and the Xxxxx Fee Reimbursement (as defined herein)), which amount then the Commitment Fees shall be used by Buyer to consummate payable at the Transaction. Sponsor hereby agrees, end of the first calendar quarter in which cash on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) balance sheet at the Closing equity securities end of Buyer such quarter is at least $600 million (the “Buyer Securities”reduced by cash payment of interest as described above) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion net of the cash required to fund Xxxxx Management Receivable (if still outstanding). The Commitment Fees and the Xxxxx Fee Reimbursement shall be paid on a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactionpari passu basis.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed a) Each Incremental Revolving Loan Lender hereby severally agrees to commit to provide its respective Incremental Revolving Commitments as set forth on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject A annexed hereto and to the terms and conditions set forth in make its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agreesIncremental Revolving Loans, on the terms and subject to the conditions set forth in herein. (b) By executing and delivering this letter agreementAgreement, each Incremental Revolving Loan Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Incremental Revolving Loan Lender has full power and authority, and has taken all action necessary, to purchase execute and deliver this Agreement, (ii) such Incremental Revolving Loan Lender confirms that it has received a copy of this Agreement, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Incremental Revolving Loan Lender agrees that it will, independently and without reliance upon the Administrative Agent or cause the purchase of) any other Lender or Agent and based on such documents and information as it shall deem appropriate at the Closing equity securities of Buyer time, make its own credit decisions in taking or not taking action under this Agreement or the Credit Agreement; (iv) such Incremental Revolving Loan Lender appoints and authorizes the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the amount set forth next Credit Agreement and the other Loan Documents as are delegated to the Sponsor’s name on Schedule A (Administrative Agent, as the “Commitment”)case may be, for by the purpose of providing a portion of the cash required to fund a portion ofterms hereof and thereof, and together with the Co-Sponsor Equity Commitments, providing such powers as are reasonably incidental thereto; and (iv) such Incremental Revolving Loan Lender agrees that it will perform in accordance with their terms all of the cash obligations which by the terms of this Agreement and the Credit Agreement it is required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced perform as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactiona Lender.

Commitment. In connection with the execution The obligations of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof any Bank to make Revolving Loans hereunder shall cease at 5:01 p.m. (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, New York City time) on the terms Revolving Credit Termination Date. For the avoidance of doubt, (i) no Bank shall have any obligation to become an Applicable Tranche Swingline Bank and subject make Swingline Loans, (ii) any determination by an Applicable Tranche Swingline Bank to make a specific Swingline Loan shall not obligate the conditions set forth in this letter agreement, same Applicable Tranche Swingline Bank to purchase make any other Swingline Loan and (or cause iii) the purchase ofCompany’s ability to request such Swingline Loans shall cease at 5:01 p.m. (New York City time) at on the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of BuyerRevolving Credit Termination Date. Notwithstanding anything to the contrary contained herein, in no event any Bank (“Affiliate Funding Bank”) may at its option elect to fund any loan through any Affiliate (“Funding Affiliate”) of such Bank. Each party hereto hereby agrees that (i) neither the grant to any Funding Affiliate nor the exercise of any Funding Affiliate of such option shall increase the aggregate liability of Sponsor hereunder exceed costs or expenses or otherwise increase or change the amount obligation of the Commitment. Sponsor may effect the purchase Company under this Agreement or any of the Buyer Securities other Loan Documents, (ii) no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which an Affiliate Funding Bank would be liable, (iii) the Affiliate Funding Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (iv) the Affiliate Funding Bank shall remain solely responsible for the performance under this Agreement, (v) the Company and each Agent shall continue to deal solely and directly or indirectly through one or more affiliated entities with such Affiliate Funding Bank in connection with the Affiliate Funding Bank’s rights and obligations under this Agreement and (vi) the Affiliate Funding Bank shall for all purposes, retain the sole right to enforce this Agreement and to approve any amendment, waiver or other co-investors designated modification of any provision of any Loan Document. The making of a Revolving Loan or a Swingline Loan under any Applicable Tranche by it and may structure a Funding Affiliate hereunder shall utilize the funding Applicable Tranche Commitment of such amounts into Buyer Affiliate Funding Bank to the same extent, and as if, such Loan were made by such Affiliate Funding Bank. Notwithstanding anything to the contrary contained herein, any Bank (a “Funding Affiliate Bank”) may at its option elect to fund any loan to the Borrower through one any foreign or more intermediate entitiesdomestic branch or Affiliate (a “Funding Affiliate”) of such Funding Affiliate Bank; howeverprovided that (x) nothing herein shall constitute a commitment by any Funding Affiliate to fund any Loan, no and (y) if a Funding Affiliate fails to make all or any part of such action will reduce Loan, the amount Funding Affiliate Bank shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 4.3(b). Each party hereto hereby agrees that (a) neither the grant to any Funding Affiliate nor the exercise by any Funding Affiliate of such option shall increase the Commitment costs or expenses or otherwise affect increase or change the obligations of Sponsor the Borrower under this letter agreementAgreement, (b) no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which a Bank would be liable, and (c) the Funding Affiliate Bank shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. In The making of a Loan by a Funding Affiliate hereunder shall utilize the event Buyer does not require all Applicable Tranche Commitment of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition Funding Affiliate Bank to the Debt Financingsame extent, and no as if, such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under Loan were made by such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionFunding Affiliate Bank.

Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. a) Sponsor hereby agreescommits, on the terms and subject to the conditions set forth in this letter agreementLetter Agreement, at the Closing, to purchase (purchase, or cause the purchase of) at the Closing , equity securities of Buyer (the “Buyer Securities”) CF Corp for an aggregate cash purchase price equal to (x) $8,000,000 plus (y) the amount of net redemptions of CF Corp stock (i.e., the aggregate amount paid, or required to be paid, by CF Corp to redeem shares of its stock) on or after the date hereof and prior to the Closing, up to an aggregate amount in cash in immediately available fundsthis clause (y) of not less than $7,000,000 (the amount set forth next to the Sponsor’s name on Schedule A result of (x) plus (y), the “Commitment”), solely for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and allowing Buyer to pay the related Closing Date Purchase Price, the Transaction Expenses and costs and expenses of Buyer(including fees and expenses payable to Representatives) incurred by Buyer in connection with the Share Purchase Agreement and the transactions contemplated thereby. Notwithstanding anything Sponsor will not, under any circumstances, be obligated to contribute more than the contrary contained hereinCommitment to CF Corp; provided, in no event that the foregoing shall not limit the aggregate liability of obligations under (i) the Forward Purchase Agreement among CF Corp, BilCar, LLC and CF Capital Growth, LLC and (ii) the Equity Commitment Letter among Blackstone Fund, Sponsor hereunder exceed the amount of the Commitment. and CF Corp. (b) Sponsor may effect the purchase of the Buyer Securities equity of CF Corp directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entitiesit; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreementLetter Agreement. In the event Buyer that CF Corp does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate pay the TransactionClosing Date Purchase Price and the Transaction Expenses, the amount to be funded under this letter agreement Letter Agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly . (c) The obligation of Sponsor to fund or indirectly, cause or result in the failure funding of any condition the Commitment shall be subject to the Debt Financing, and no such reduction shall (i) relieve the Sponsor satisfaction (or waiver by Buyer) of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or the conditions set forth in Section 8.01(a) and (b) of the Share Purchase Agreement (other than those conditions that by their terms are to be satisfied at the Closing) and (ii) prevent or materially impair or delay the substantially concurrent consummation of the TransactionClosing in accordance with the terms of the Share Purchase Agreement.

Commitment. In connection with This letter agreement confirms the execution several, and not joint, commitment of each Investor, upon the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, terms and subject to the terms conditions and conditions limitations set forth in its respective Co-Sponsor Equity Commitment Letterherein, it will to contribute or cause to be contributed (directly or indirectly) to Buyer the Parent its percentage (as set forth opposite such Investor’s name on Schedule A hereto) of an aggregate amount of up to $750,000,000 of cash equity financing (the “Commitment”) at the Closing, solely for the purpose of funding and only to the extent necessary, together with the substantially concurrent receipt of the proceeds of the Debt Financing, (a) the payment for any and all Shares tendered pursuant to the Offer at the Offer Acceptance Time and (b) the payment required to be made pursuant to Section 2.6(a) and Section 2.9 of the Merger Agreement, in each case, pursuant to, and in accordance with, the Merger Agreement and the payment of Indebtedness and related fees and expenses in connection with the Offer and the Merger; provided, that no Investor or any of their permitted assignees shall, under any circumstances, be obligated to make available, or cause to be made available, any amounts in excess of their respective percentage of the Commitment as set out in Schedule A hereto. The several obligation of each Investor (or any of its permitted assignees) to fund its respective portion of the Commitment is subject to (a) the terms of this letter agreement, (b) the written waiver by Parent or Purchaser or satisfaction of all conditions precedent set forth therein in the Merger Agreement (collectivelyincluding the Offer Condition) to Parent’s and Purchaser’s obligations to effect the Closing, (c) the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate prior or substantially simultaneous receipt of the Transaction. Sponsor hereby agrees, net cash proceeds of the Debt Financing (or any alternative financing) and (d) the substantially simultaneous Closing of the Merger on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required Merger Agreement. Without prejudice to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor the Investors under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may shall be reduced as determined in the manner designated by Sponsor; provided the Investors in the event that such reduction Parent does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation require all of the TransactionEquity Financing with respect to which the Investors have made the Commitment in order to consummate the Offer and the Merger; provided, however, such amount shall not be reduced pursuant to this sentence until and unless the Closing occurs.

Commitment. In connection with This letter confirms the execution several, and not joint, commitment of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule AInvestors, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreementherein, to purchase (or cause to be purchased) a portion of the purchase of) at equity of Parent as of the Closing equity securities of Buyer Effective Time (the “Buyer Subject Equity Securities”) for an aggregate cash purchase price equal to the sum of (in cash in immediately available fundsx) of not less than the amount dollar commitment set forth next to the Sponsorsuch Investor’s name on Schedule A hereto, (y) if the amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $155,000,000 for any reason, such Investor’s pro rata share (based on the dollar commitments set forth in Schedule A) of the lesser of (A) $21,900,000 and (B) the amount, if any, by which the aggregate amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $155,000,000, and (z) if the amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $133,100,000 solely due to a reduction in the commitments of the lenders under the Debt Financing in accordance with the last sentence of Section 1 of the Debt Commitment Letter (as in effect as of the date hereof), such Investor’s pro rata share (based on the dollar commitments set forth in Schedule A) of the aggregate amount by which the Debt Financing is reduced in accordance with the last sentence of Section 1 of the Debt Commitment Letter (as in effect as of the date hereof) (such sum, the “Commitment”), ) solely for the purpose of providing a portion of the cash required to fund a portion offunding, and together with to the Co-Sponsor Equity Commitments, providing all of the cash required extent necessary to fund, the Purchase Price aggregate Merger Consideration, aggregate Option Consideration and aggregate Restricted Stock Consideration and any other amounts required to be paid in connection with the Merger pursuant to and in accordance with the Merger Agreement and to pay related expenses, provided that none of the related expenses Investors (or its permitted assignees) shall, under any circumstances, be obligated to purchase any equity of Buyer. Notwithstanding anything Parent for a purchase price in excess of its respective Commitment, provided, further, that each Investor may fund the portion of its Commitment described in clause (y) above in the form of unsecured loans to the contrary contained hereinextent the Company is permitted to incur such loans (and on terms to be mutually agreed). For the avoidance of doubt, Parent’s agreement in no event shall the aggregate liability of Sponsor hereunder exceed the amount clause (z) of the Commitmentprevious sentence to increase its Commitment in the event of a reduction in the Debt Financing shall not be construed as any evidence of whether the conditions precedent set forth in clause (a)(ii) below or in Section 6.2 of the Merger Agreement have been satisfied. Sponsor may The obligation of each of the Investors (or its assignees) to fund the Commitment (a) is subject to (i) the terms of this letter, (ii) the satisfaction or waiver by Parent (which waiver by Parent must have been consented to by each of the Investors) of all conditions precedent to Parent’s and Xxxxxx Sub’s obligations to effect the purchase Closing and (iii) the substantially simultaneous closing of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors financing under the Debt Commitment Letters and (b) subject to the foregoing clause (a), will occur contemporaneous with the Closing and the simultaneous issuance to each of the Investors of the Subject Equity Securities. The amount to be funded under this Agreement will be reduced in the manner designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In (as defined below) in the event Buyer that Parent does not require all of the equity financing with respect to which Sponsor has the Investors have made this Commitment their Commitments in order to consummate the Transaction, transactions contemplated by the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the TransactionMerger Agreement.

Commitment. In connection with This letter agreement confirms the execution commitment of Tang Capital Partners, LP (the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment LetterInvestor”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions contained herein, to contribute to Parent on or before one Business Day prior to the Closing Date, directly or indirectly through one or more intermediaries, an aggregate amount of $100,000,000 (the “Equity Commitment”). The Equity Commitment will be used by Parent solely to fund the Offer Price, the Merger Consideration and any other cash amounts to be paid by Parent or Merger Sub to any other Person on the Closing Date pursuant to the Merger Agreement, on the terms set forth in its respective Co-Sponsor Equity Commitment Letterthe Merger Agreement; provided, it will that the Investor shall not, under any circumstances, be obligated to contribute or cause to be contributed to Buyer Parent more than the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall . The Cash Consideration and the Merger Consideration (exclusive of CVRs) will be used by Buyer to consummate funded from the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the TransactionOtherwise, the amount to be funded under this letter agreement hereunder may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result on a dollar-for-dollar basis in the failure event Parent and Merger Sub do not require the full amount of any condition the Equity Commitment, solely to the Debt Financingextent it will be possible, notwithstanding such reduction, for Parent and no Merger Sub to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof; provided, that any such reduction shall (i) only occur simultaneously with the occurrence of the Closing. For the avoidance of doubt, if the Closing shall not occur for any reason, the Investor shall have no obligation to fund the Equity Commitment. The Investor may allocate its investment to Affiliates and co-investors, provided no such allocation shall relieve the Sponsor Investor of its obligations under this letter agreement obligation to provide the amount set forth above in the event that such Affiliates or any Coco-Sponsor under investors fail to make such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transactioninvestment.