Common use of Equity Financing Clause in Contracts

Equity Financing. (a) Subject to the terms and conditions set forth herein, prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject CF Corp has delivered to the Company true, correct and complete copies of the fully executed equity commitment letters from each of the Blackstone Fund, GSO Fund and FNF (collectively, the “Equity Providers”), dated as of the date hereof (including all exhibits, schedules, annexes and amendments thereto as of the date of this Agreement, the “Equity Commitment Letters”) pursuant to which each of the Equity Providers has committed, subject to the terms and conditions therein, to provide equity financing to Parent in the amounts set forth hereintherein for purpose of funding the transactions contemplated hereby (the “Equity Financing”). The Equity Commitment Letters provide, prior and will continue to provide, that the Company is a third party beneficiary thereof. (b) The Equity Commitment Letters are in full force and effect and are legal, valid and binding obligations of CF Corp and the Equity Providers, enforceable in accordance with their respective terms. As of the date of this Agreement, the Equity Commitment Letters have not been withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such withdrawal, termination, repudiation, rescission, amendment, supplement or modification is contemplated. (c) As of the date of this Agreement, neither CF Corp nor any Equity Provider has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Equity Commitment Letters, and to the ClosingKnowledge of CF Corp, Parent shall use its reasonable best efforts no event has occurred or circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be likely to consummate and obtain (i) constitute or result in a breach or default on the part of any Person under the Equity Financing on Commitment Letters, (ii) constitute or result in a failure by CF Corp or the terms and conditions Equity Providers to satisfy a condition precedent to or other contingency to be satisfied by CF Corp or the Equity Providers set forth in the Equity Commitment Letter no later than Letters, (iii) make any of the statements by CF Corp or the Equity Providers set forth in the Equity Commitment Letters inaccurate in any material respect or (iv) subject to the satisfaction (or waiver by CF Corp, CF Corp and Merger Sub) of the conditions set forth in Section 7.01 and Section 7.02, otherwise result in any portion of the Equity Financing not being available. (d) As of the date that of this Agreement, none of CF Corp, Parent or Merger Sub has received any notice or other communication from the Closing is required Equity Providers with respect to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain any actual or potential breach or default on the part of CF Corp or the Equity Providers, (ii) any actual or potential failure by CF Corp or the Equity Providers to satisfy any condition precedent or other contingency to be satisfied by CF Corp or the Equity Providers set forth in full force and effect the Equity Commitment Letter; Letters or (iiiii) any intention of the Equity Providers to terminate the Equity Commitment Letters or to not provide all or any portion of the Equity Financing. As of the date hereof, subject to the satisfaction (or waiver by CF Corp, Parent and Merger Sub) of the conditions set forth in Section 7.01 and Section 7.02, CF Corp, Parent and Merger Sub (A) have no reason to believe CF Corp will not be able to satisfy all on a timely basis each term and condition to be satisfied by CF Corp relating to the closing or funding of the Equity Financing, (B) know of no fact, occurrence, circumstance or condition that would reasonably be likely to (1) cause the Equity Commitment Letters to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the terms or conditions to be satisfied by CF Corp relating to the closing or funding of any portion of the Equity Financing not to be met or complied with, or (3) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Equity Commitment Letters to not be available to CF Corp, Parent and Merger Sub on a timely basis (and in any event as of the Closing) and (C) know of no potential impediment to the funding of any of the payment obligations of CF Corp, Parent or Merger Sub under this Agreement. (e) There are no, and there will not be any, conditions precedent or other contingencies related to the obligation of any party to the Equity Commitment Letters to fund or invest, as applicable, the full amount (or any portion) of the Equity Financing, other than as expressly set forth in the Equity Commitment Letters as in effect on the date hereof (the “Disclosed Conditions”). Other than the Disclosed Conditions, neither the Equity Providers nor any other Person has any right to impose, and none of the Equity Providers, CF Corp, Parent, Merger Sub, the Company or any Subsidiary obligor have any obligation to accept, any condition precedent to any funding of the Equity Financing nor any reduction to the aggregate amount available under the Equity Commitment Letters (nor any term or condition which would have the effect of reducing the aggregate amount available under the Equity Commitment Letters). There are no side letters and (except for the Equity Commitment Letters) there are no agreements, contracts, arrangements or understandings, whether written or oral, with the Equity Providers or any other Person relating to the Equity Financing or the Equity Commitment Letters that, in each case, could permit the Equity Providers to reduce their commitments with respect to the Equity Financing. Other than as set forth in the Equity Commitment Letters, there are no conditions precedent relating to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate full amount of the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub would reasonably be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty likely to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any impair the validity of its rights under the Equity Commitment Letter without the consent of the CompanyLetters, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) reduce the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreementsFinancing, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish prevent or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon delay the consummation of the Equity Financing to Parenttransactions contemplated hereby, in accordance with (iv) cause the Equity Commitment LetterLetters to be ineffective, Parent shall draw down at Closing such amount of such or (v) otherwise result in the Equity Financing as is required not being available on a timely basis in order to make consummate the full amount of payments it is required to make pursuant to Article IIItransactions contemplated hereby.

Equity Financing. (a) Subject Buyer has delivered to the terms and conditions set forth herein, prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing Sellers on the terms and conditions set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall requirehereof, a true, correct, and in no event shall the reasonable best efforts complete copy of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the The Equity Commitment Letter without is in full force and effect and has not been withdrawn, rescinded, replaced or terminated, or otherwise amended, restated, amended and restated, waived, supplemented or otherwise modified in any respect and is a legal, valid and binding obligation of Buyer and the consent of the Companyother parties thereto, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter enforceable in accordance with its terms. Notwithstanding anything to There are no agreements, side letters or arrangements (other than the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements Equity Commitment Letter) relating to the Equity Financing to add other equity providers, so long as Commitments or the Equity Financing. Buyer is not in respect breach of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually terms or conditions set forth in the aggregateEquity Commitment Letter. No event has occurred which, with or without notice, lapse of time or both, would not reasonably be reasonably likely expected to delay constitute a default or prevent breach on the Closing; (iii) part of Buyer, or, to the arrangements and agreements would not diminish knowledge of Buyer, any other party thereto, under any term or release the pre-Closing obligations condition of the parties to the Equity Commitment Letter, adversely affect the rights of Parent and Buyer does not have any reason to believe that it will be unable to satisfy, on a timely basis, any term or Merger Sub condition to enforce its rights against the other parties to be satisfied by it contained in the Equity Commitment Letter, or otherwise constitute a waiver or reduction that the full amount of Parent’s or Merger Sub’s rights the Equity Financing under the Equity Commitment Letter; Letter will not be available to Buyer on the Closing Date. Buyer has fully paid any and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors all commitment fees or other governing body fees required to be paid by Buyer by the Equity Financing Commitments to be paid on or before the date of Parent or any of its Subsidiariesthis Agreement. Upon The aggregate proceeds from the Equity Financing will be sufficient to pay the Purchase Price, the Escrow Amount and all associated costs and expenses (including the Closing Transaction Expenses) payable by Buyer hereunder in connection with the consummation of the Equity Financing to Parenttransactions contemplated by this Agreement (collectively, in accordance with the “Required Amount”). The Equity Commitment Letter, Parent shall draw down at Closing such amount Letter contains all of such Equity Financing as is required the conditions precedent to the obligations of the parties thereunder to make the full amount of payments it is required the Equity Financing in respect of such Equity Commitment Letter available to make pursuant Buyer on the terms set forth therein. As of the date of this Agreement, the Equity Financing Commitments under the Equity Commitment Letter have not been terminated or withdrawn, no party thereto has notified Buyer of its intention to Article IIIterminate or withdraw all or any portion of any Equity Financing Commitment, and Buyer does not know of any facts or circumstances that would reasonably be expected to result in any of the conditions set forth in the Equity Commitment Letter not being satisfied. (c) The obligations of Buyer under this Agreement are not subject to any conditions regarding Buyer’s, its Affiliates’, or any other Person’s ability to obtain Equity Financing for the consummation of the transactions contemplated hereby.

Equity Financing. (ai) Subject to the terms and conditions set forth hereinof this Agreement and the applicable terms and conditions of the Equity Financing Letter, prior to the Closing, each of Parent and Merger Sub shall use its reasonable best efforts to consummate take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to (A) obtain the Equity Financing contemplated by the Equity Financing Letter, (B) maintain in effect the Equity Financing Letter, (C) satisfy on the terms a timely basis all conditions applicable to Parent and conditions Merger Sub set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Financing Letter that are within its control; , (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (ivD) consummate the Equity Financing contemplated by the Equity Financing Letter at or prior to the date that the Closing is required to occur in accordance with Section 2.06; Closing, and (vE) when obligated to do so pursuant to Section 8.8, fully enforce its the obligations of the Equity Financing Sources (and the rights of Parent and Merger Sub) under the Equity Commitment Financing Letter, including by filing one or more lawsuits against the Equity Financing Sources to fully enforce the obligations of the Equity Financing Sources (and the rights of Parent and Merger Sub) thereunder. Nothing Notwithstanding anything to the contrary set forth in this Agreement Agreement, nothing contained in this Section 5.6 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing equity financing from any source other than the Investors counterparty toEquity Financing Sources, or in any amount in excess of that contemplated byof, or on other terms and conditions from, the Equity Commitment Financing Letter. (bii) Neither Parent nor Merger Sub shall notamend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Letter without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit except for any amendment or modification to be made to or waiver of any rights under that solely increases the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually without amending or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations modifying any other term of the parties to Equity Financing Letter). Parent shall promptly notify the Equity Commitment Letter, adversely affect the rights Company of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent the expiration or termination (10%or attempted or purported termination, whether or not valid) or more of the equity securities of Parent or any of its Subsidiaries Equity Financing Letter, or (B) be granted a right any refusal by any Equity Financing Source to designate any member of the board of directors or other governing body of Parent provide or any of its Subsidiaries. Upon stated intent by any Equity Financing Source to refuse to provide the consummation of full financing contemplated by the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject to On the terms and subject to the conditions of this Agreement, each of Parent and Merger Sub will not, without the prior written consent of the Company, effect or permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letter if such amendment, modification or waiver would reasonably be expected to (i) reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Equity Financing or any other terms to the Equity Financing in a manner that would reasonably be expected to (A) materially delay or prevent the Closing or (B) make the timely funding of the Equity Financing, or the satisfaction of the conditions to obtaining the Equity Financing, less likely to occur in any material respect or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the Equity Commitment Parties under the Equity Commitment Letter. (b) On the terms and subject to the conditions set forth herein, prior to the ClosingEffective Time, Parent and Merger Sub shall each use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to consummate and obtain the Equity Financing on the terms and conditions set forth described in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article IILetter, including using its reasonable best efforts to: to (i) maintain in full force and effect the Equity Commitment Letter; , (ii) satisfy on a timely basis all conditions to the funding of that are applicable to Parent and Merger Sub in the Equity Commitment Letter that are within its control; , (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that Closing, (iv) comply with its obligations pursuant to the Closing is required to occur in accordance with Section 2.06; Equity Commitment Letter and (v) enforce its rights under pursuant to the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or and Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty toEquity Commitment Parties, or in any amount in excess of that the amount contemplated by, the Equity Commitment Letter. (b) . Parent and Merger Sub shall not, without the prior written consent of give the Company (which consent shall not be unreasonably withheldprompt notice of, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under and keep the Equity Commitment Letter. For the avoidance of doubtCompany informed on a reasonably current basis and in reasonable detail of, (i) nothing herein shall prohibit any actual or prevent Parent from exercising potential breach, default, termination or repudiation by any of its rights under party to the Equity Commitment Letter without the consent of the Companywhich Parent or Merger Sub becomes aware, including the right to assign receipt of any of its rights written notice or obligations thereunder in accordance communication with the terms thereofrespect thereto, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor occurrence of any of its rights an event or obligations under development that would reasonably be expected to adversely impact the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights ability of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, obtain all or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation portion of the Equity Financing at or prior to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIClosing.

Equity Financing. Prior to Closing, to the extent the amount of the Parent Stockholder Redemptions exceed the Sponsor Backstop Amount, each of the Company and Parent shall, and each of them shall cause its respective Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any replacement equity financing arrangement with respect to such excess amount the parties seek in connection with the transactions contemplated by this Agreement on terms substantially consistent with the terms of the Subscription Agreements (it being understood and agreed that the consummation of any such financing by the Company or Parent shall be subject to the parties’ mutual agreement), including (a) Subject granting such access to the terms other party and its representatives as may be reasonably necessary for their due diligence and (b) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Parent, or their respective auditors. Notwithstanding the foregoing, no such access shall be required to the extent that it would (i) unreasonably disrupt the operations of the Company or its Subsidiaries, taken as whole or (ii) require any of the Company or its Subsidiaries to disclose information that the Company, based upon the advice of counsel, reasonably determines would, if disclosed, result in a violation of Law, breach of an existing Contract, or a waiver of the attorney-client privilege; provided, however, that the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without violating such Law, breaching such existing Contract or adversely affecting such attorney-client privilege, as applicable. The Company may satisfy its obligations set forth herein, prior above by electronic means if physical access is not permitted under applicable law or not practicable as a result of COVID-19 or any COVID-19 Measures. The Company’s failure to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing on the terms and comply with this Section 6.10 will not be taken into account for purposes of determining whether any conditions set forth in the Equity Commitment Letter no later than the date that the Closing is required Article VII to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letterhave been satisfied. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject Purchaser shall use, and shall cause its Affiliates to the terms and conditions set forth hereinuse, prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the proceeds of the Equity Financing on the terms and conditions set forth described in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article IILetters, including using reasonable best efforts to: to (i) satisfy (or, if deemed advisable by Purchaser, obtain the waiver of) on a timely basis, all conditions applicable to Purchaser and its Affiliates in the Equity Commitment Letter (including payment of all fees and expenses) and comply with its obligations thereunder, (ii) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; their terms and (viii) enforce its rights under the Equity Commitment LetterLetter in the event of any breach or purported breach thereof. Nothing Purchaser shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any action that could reasonably be expected to result in this Agreement shall require, and a default under or failure of any of the conditions contained in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment LetterLetter related to the Equity Financing, other than actions expressly permitted by this Agreement. (b) Parent Purchaser shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)Sellers, permit any amendment or modification to be made to to, or any waiver of any rights under the Equity Commitment Letter. For the avoidance of doubtmaterial provision or remedy under, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without if such amendment, modification, waiver or remedy (x) would materially delay the consent occurrence of the CompanyClosing, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (iiy) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) reduces the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to except as contemplated by the Equity Commitment Letter, adversely affect ) below the rights of Parent amount required to consummate the transactions contemplated by this Agreement or Merger Sub to enforce its rights against (z) adds new conditions or amends the other parties existing conditions to the Equity Commitment Letter, or otherwise constitute a waiver or reduction drawdown of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; Financing, unless Purchaser has available cash sufficient to consummate the Closing. (c) Notwithstanding the foregoing or anything contained in this Agreement, Purchaser acknowledges and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon agrees that the consummation of the Equity Financing to Parent, in accordance with transactions contemplated by this Agreement is not conditional upon the receipt by Purchaser of the proceeds of the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIFinancing.

Equity Financing. The Investor has delivered to the Company a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter dated as of the date of this Agreement (athe “Equity Commitment Letter”) Subject from the Equity Investors to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth hereintherein in the Investor (the “Equity Financing”). As of the date of this Agreement, prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter has not been amended or modified, no later than such amendment or modification is contemplated and the commitments contained therein have not been withdrawn or rescinded in any respect. As of the date that of this Agreement, the Closing Equity Commitment Letter, in the form so delivered, is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect and is a legal, valid and binding obligation of the Equity Commitment Letter; (ii) satisfy all conditions Investor, enforceable in accordance with their terms, and, to the funding knowledge of the Investor, the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally; and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity. The Company is not obligated to pay any commitment fees or other fees in connection with the Equity Commitment Letter that are within its control; (iii) comply payable on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date of this Agreement. As of the date of this Agreement, the Investor has no reason to believe that the Closing is required it will be unable to occur satisfy any term or condition of closing to be satisfied by it contained in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek The net proceeds contemplated by the Equity Financing from any source other than will, together with cash and cash equivalents available to the Investors counterparty toInvestor and the Stock Consideration, or in any amount in excess of that be sufficient to pay the Purchase Price upon the terms contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent by this Agreement. As of the Company (which consent shall not be unreasonably withhelddate of this Agreement, conditioned no event has occurred which, with or delayed)without notice, permit lapse of time or both, would constitute a default or breach on the part of the Investor under any amendment term or modification to be made to or waiver condition of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreementsthat would, individually or in the aggregate, would permit the Equity Investors to terminate, or to not be reasonably likely to delay or prevent make the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations initial funding of the parties facilities to be established thereunder upon satisfaction of all conditions thereto. Except as set forth in the Equity Commitment Letter, adversely affect there are no (i) conditions precedent to the rights respective obligations of Parent the Equity Investors to fund the full amount of the Equity Financing; or Merger Sub to enforce its rights against the other parties (ii) contractual contingencies under any agreements, side letters or arrangements relating to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under Financing to which either the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent Investor or any of its Subsidiaries or (B) be granted affiliates is a right party that would permit the Equity Investors to designate any member reduce the total amount of the board Equity Financing, or that would materially and adversely affect the availability of directors or other governing body of Parent the Equity Financing. The Investor acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding the Investor’s or any of its Subsidiaries. Upon other Person’s ability to obtain financing for the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIITransactions.

Equity Financing. (a) Subject The Purchasers shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things that are within the Purchasers' control necessary to obtain the net proceeds of the Equity Financing on or prior to the Outside Date on the terms and subject to the conditions contemplated by the Bought Deal Letter. (b) The Purchasers shall use their reasonable best efforts to (i) maintain the Bought Deal Letter in effect; (ii) satisfy on a timely basis all conditions precedent to the Equity Financing; (iii) negotiate, execute and deliver definitive agreements that reflect the terms and conditions set forth herein, prior contained in the Bought Deal Letter; (iv) enforce MVN's rights under the Bought Deal Letter and the Underwriting Agreement and file the press release and preliminary prospectus with respect to the Closing, Parent shall use its reasonable best efforts to consummate Equity Financing on the respective dates contemplated in the Bought Deal Letter; and (v) obtain the Equity Financing prior to the Outside Date. (c) MVN shall not amend, vary, terminate, rescind or cancel the Bought Deal Letter or the Underwriting Agreement or waive any provision thereof except as would not adversely impact or delay in any respect the ability of MVN to consummate the Equity Financing. (d) The Purchasers shall keep the Vendors informed with respect to all material information concerning the status of the Equity Financing. Without limiting the foregoing, the Purchasers shall provide the Vendors with a reasonable opportunity to review and provide comments on the Underwriting Agreement before its execution and notify the Vendors promptly, and in any event within 24 hours: (i) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to the Bought Deal Letter or the Underwriting Agreement of which any Purchaser becomes aware, (ii) the receipt of any written notice or other written communication from any party to the Bought Deal Letter or the Underwriting Agreement with respect to any material breach, material default, termination or repudiation regarding the Bought Deal Letter or the Underwriting Agreement, (iii) if any condition set out in the Bought Deal Letter or the Underwriting Agreement will not, or would not reasonably be expected to, be satisfied or waived at or prior to the Outside Date, (iv) if at any time the Bought Deal Letter or the Underwriting Agreement shall expire or be terminated for any reason, or (v) if at any time any Underwriter notifies MVN in writing that such source no longer intends to provide financing to MVN on the terms and conditions set forth in therein. (e) The Vendors agrees to provide the following assistance (and to cause the Corporations to provide the following assistance) with the Equity Commitment Letter no later than Financing as is reasonably requested, from time to time, by the date that Purchasers: (i) timely delivery to Purchasers of the Closing is required to occur in accordance with Article II, including Financing Information not heretofore provided (ii) using reasonable best efforts to: (i) maintain in full force and effect to cause the Equity Commitment Letter; (ii) satisfy all conditions Corporations' independent auditors and, to the funding extent reasonably requested to provide information relating to the representations and warranties set out in Article 4, the officers of the Corporation or the Vendor, to participate in due diligence sessions in connection with the underwriting of the Equity Commitment Letter that are within its controlFinancing; and (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the using reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from obtain any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned GLJ or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent or the standard form comfort letter of the CompanyCorporations' independent auditors; in each case to the extent required under Applicable Securities Laws, including professional standards or by the right to assign any of its rights or obligations thereunder Underwriters in accordance connection with the terms thereof, filing of the preliminary and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as final prospectus in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIextent not heretofore provided.

Equity Financing. (a) Parent has delivered to the Company a true and complete copy of a fully executed commitment letter (the “Equity Commitment Letter”) from Aquarian Parc Holdings LLC confirming its commitment to provide Parent with equity financing in connection with the Transactions (the “Equity Financing”). (b) The Equity Commitment Letter (i) is in full force and effect and is a valid, legal and binding obligation of Parent and Aquarian Parc Holdings LLC and (ii) is enforceable in accordance with its respective terms against Parent and Aquarian Parc Holdings LLC (subject to the Bankruptcy and Equity Exception). Parent has fully paid any and all commitment or other fees in connection with the Equity Commitment Letter that are payable on or prior to the date hereof. As of the date hereof, the Equity Commitment Letter has not been amended or modified in any respect, no such amendment or modification is contemplated and the respective obligations and commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent under the Equity Commitment Letter or, to the knowledge of Parent, Aquarian Parc Holdings LLC. There are no conditions precedent to the funding of the full amount of the Equity Financing, other than the conditions precedent set forth in the Equity Commitment Letter, and Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Equity Financing that is required to be satisfied as a condition of the Equity Financing, or that the Equity Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions set forth herein, prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under and the Equity Commitment Letter; (iv) consummate Contribution Agreement, the aggregate proceeds of the Equity Financing at or prior are in an amount sufficient to consummate the Merger upon the terms contemplated by this Agreement (assuming contribution of the Contributed Shares to Parent pursuant to the date that terms of the Closing is Contribution Agreement), to pay any other amounts required to occur be paid in accordance connection with Section 2.06; the consummation of the Transactions and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, to pay all related fees and in no event shall the reasonable best efforts expenses of Parent in connection with the Transactions. There are no side letters or Merger Sub be deemed other agreements, arrangements or construed understandings relating to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject Parent shall, and shall cause its Affiliates to, take, or cause to the terms be taken, all actions and conditions set forth hereinto do, prior or cause to the Closingbe done, Parent shall use its reasonable best efforts all things necessary, proper or advisable to consummate and obtain the Equity Financing on the terms and conditions set forth described in the Equity Commitment Letter, including, but not limited to, using reasonable best efforts to (i) maintain in effect the Equity Commitment Letter, (ii) satisfy on a timely basis all conditions that are applicable to Parent and its Subsidiaries in the Equity Commitment Letter no later than and comply with its obligations thereunder and not take or fail to take, directly or indirectly, any action that would be reasonably expected to prevent or impede or delay the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the availability or funding of the Equity Commitment Letter that are within its control; Financing to Parent at the Offer Closing and (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur diligently and in accordance with Section 2.06; and (v) good faith enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) In the event that all conditions to the Equity Financing have been satisfied, Parent shall notuse its reasonable best efforts to cause the Guarantors to fund the Equity Financing at the Offer Closing (including by taking enforcement action, without which shall include but is not limited to specific performance, to cause the prior written consent of Guarantors to fund the Company Equity Financing). (which consent c) Parent shall not be unreasonably withheldhave the right to amend, conditioned replace, supplement or delayed)otherwise modify, permit any amendment or modification to be made consent to or waiver of waive any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit provision or prevent Parent from exercising any of its rights under under, the Equity Commitment Letter without the if such amendment, replacement, supplement, modification, consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: waiver would (i) reduce the aggregate amount of the Equity Financing is from that contemplated in the Equity Commitment Letter to an amount that would not reduced; enable Parent to meet its obligations under this Agreement, including under Article II, and to consummate the transactions contemplated hereby and to pay all fees and expenses reasonably expected to be incurred in connection herewith and with the Equity Financing, (ii) impose new or additional conditions or other terms or otherwise expand upon the arrangements and agreements, individually or conditions precedent to the Equity Financing as set forth in the aggregateEquity Commitment Letter, would not be reasonably likely to delay or prevent the Closing; (iii) prevent or impede or delay the arrangements and agreements would not diminish or release the pre-Closing obligations consummation of the parties transactions contemplated by this Agreement or make the timely funding of the Equity Financing or satisfaction of the conditions to obtaining the Equity Financing less likely to occur, or (iv) adversely impact the ability of Parent to enforce its rights against the Guarantors when required pursuant to this Agreement. Parent shall promptly deliver to the Company a true and complete copy of any such amendment or modification. (d) Parent shall give the Company prompt oral and written notice (but in any event not later than 24 hours after the occurrence or discovery thereof) (i) of any breach, default, termination or repudiation by any party to the Equity Commitment Letter of which Parent becomes aware, (ii) of the receipt by Parent of any notice or other communication from any Person with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Equity Commitment Letter, adversely affect of any provisions thereof or (B) material dispute or disagreement between or among any parties to the rights of Parent Equity Commitment Letter that could reasonably be expected to result in an actual or Merger Sub to enforce its rights against the other parties potential breach, default, termination or repudiation by any party to the Equity Commitment Letter, or otherwise constitute any provisions thereof, and (iii) of the occurrence of any event or development that Parent expects to have a waiver material and adverse impact on the ability of Parent to obtain on a timely basis all or reduction any portion of Parent’s the Equity Financing contemplated by the Equity Commitment Letter on the terms, in the manner or Merger Sub’s rights under from the sources contemplated by the Equity Commitment Letter; . (e) Parent acknowledges and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation agrees that receipt of the Equity Financing is not a condition to Parent, its obligation to consummate the Offer and the Merger; it being understood and agreed that the Company’s sole remedies in accordance with the event the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing is not received are as is required to make the full amount of payments it is required to make pursuant to Article IIIset forth in Section 7.3(c) and Section 8.12(b).

Equity Financing. (a) Subject to Each GI Purchaser shall cause its portion of the terms and conditions set forth herein, prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the GI Equity Financing on to be consummated upon satisfaction of the terms and conditions set forth in the such GI Purchaser’s Equity Commitment Letter no later than with respect to its portion of the date that GI Equity Financing at the time the Closing is required to occur in accordance with Article II, including using pursuant to Section 1.02. Each GI Purchaser shall use reasonable best efforts to: to (ia) enforce its rights under such GI Purchaser’s Equity Commitment Letter, (b) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the such GI Purchaser’s Equity Commitment Letter that are within its control; prior to the Closing, and (iiic) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the such GI Purchaser’s Equity Commitment Letter. Nothing Each GI Purchaser shall give the Seller prompt notice of any breach, repudiation, or threatened (in writing) breach of such GI Purchaser’s Equity Commitment Letter of which such GI Purchaser or its Affiliates becomes aware; provided, however, that in no event will such GI Purchaser or such Affiliate be under any obligation to disclose any information that is subject to attorney-client or similar privilege if such GI Purchaser or such Affiliate cannot disclose such information in a way that would not waive such privilege. In the event that a GI Purchaser or an Affiliate do not provide access or information in reliance on the preceding sentence, such Person shall provide notice to the Seller that such access or information is being withheld and such Person shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not waive such privilege. None of the GI Purchasers nor any of their respective Affiliates shall amend, modify, supplement, restate, substitute or replace such GI Purchaser’s Equity Commitment Letter, other than to increase the amount of the funding commitment thereunder. None of the GI Purchasers shall consent to any assignment of rights or obligations under such GI Purchaser’s Equity Commitment Letter without the prior written approval of the Seller, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreement Agreement, nothing contained in this Section 4.06 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub a GI Purchaser be deemed or construed to require, either Parent or Merger Sub such GI Purchaser to seek the Equity Financing equity financing from any source other than the Investors those counterparty to, or in any amount in excess of that contemplated byof, the Equity Commitment Letter. (b) Parent shall notor on other terms and conditions different from, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the such GI Purchaser’s Equity Commitment Letter. For the avoidance of doubt, the covenants made by GI Purchasers are made severally on behalf of each GI Purchaser for itself only. (ib) nothing herein Each AlpInvest Purchaser shall prohibit cause its portion of the AlpInvest Equity Financing to be consummated upon satisfaction of the conditions set forth in such AlpInvest Purchaser's Equity Commitment Letter with respect to its portion of the AlpInvest Equity Financing at the time the Closing is required to occur pursuant to Section 1.02. Each AlpInvest Purchaser shall use reasonable best efforts to (a) enforce its rights under such AlpInvest Purchaser's Equity Commitment Letter, (b) maintain in full force and effect such AlpInvest Purchaser's Equity Commitment Letter prior to the Closing and (c) comply on a timely basis with its obligations under such AlpInvest Purchaser's Equity Commitment Letter. Each AlpInvest Purchaser shall give the Seller prompt notice of any breach, repudiation, or prevent Parent from exercising threatened (in writing) breach of the applicable Equity Commitment Letter of which such AlpInvest Purchaser or its Affiliates becomes aware; provided, however, that in no event will such AlpInvest Purchaser or such Affiliate be under any obligation to disclose any information that is subject to attorney-client or similar privilege if such AlpInvest Purchaser or such Affiliate cannot disclose such information in a way that would not waive such privilege. In the event that such AlpInvest Purchaser or an Affiliate do not provide access or information in reliance on the preceding sentence, such Person shall provide notice to the Seller that such access or information is being withheld and such Person shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not waive such privilege. No AlpInvest Purchaser nor any of its Affiliates shall amend, modify, supplement, restate, substitute or replace the applicable Equity Commitment Letter, other than to increase the amount of the funding commitment thereunder. Such AlpInvest Purchaser shall not consent to any assignment of rights or obligations under the its Equity Commitment Letter without the consent prior written approval of the CompanySeller, including the right such approval not to assign any of its rights be unreasonably withheld, conditioned or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its termsdelayed. Notwithstanding anything to the contrary contained in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regardingnothing contained in this Section 4.06 shall require, and may enter into arrangements in no event shall reasonable best efforts of such AlpInvest Purchaser be deemed or construed to require, such AlpInvest Purchaser to seek equity financing from any source other than those counterparty to, in any amount in excess of, or on other terms and agreements relating to the Equity Financing to add other equity providersconditions different from, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the AlpInvest Purchaser's Equity Commitment Letter. For the avoidance of doubt, adversely affect the rights covenants made by GI Purchasers are made severally on behalf of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIeach GI Purchaser for itself only.

Equity Financing. (a) Subject Buyer shall take all actions within its control that are necessary, proper or advisable to ensure that the terms and conditions set forth herein, Equity Financing is funded at or prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing Closing on the terms and conditions set forth described in the Equity Commitment Letter no later than Letters, including, to the date that the Closing is required to occur in accordance with Article IIextent within its control, including using reasonable best efforts to: (i) maintain maintaining in full force and effect the Equity Commitment Letter; Letters, (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply satisfying on a timely basis with its obligations under all conditions in the Equity Commitment Letter; Letters, (iviii) to the extent necessary to consummate the transactions contemplated by this Agreement, consummating the Equity Financing contemplated by the Equity Commitment Letters at or prior to the date that Closing (if and to the Closing is extent required to occur in accordance with by Section 2.06; 11.15) and (viv) enforce enforcing its rights under the Equity Commitment LetterLetters, including seeking specific performance of the parties thereunder. Nothing in this Agreement Buyer shall requirenot amend, and in no event shall the reasonable best efforts of Parent supplement or Merger Sub be deemed otherwise modify or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, waive its rights under the Equity Commitment Letter. (b) Parent shall not, Letters without the prior written consent of the Company (which consent shall not be unreasonably withheldSeller if such amendment, conditioned or delayed)supplement, permit any amendment or modification to be made to or waiver of any rights under would (1) impose new or additional conditions precedent or expand upon the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating conditions precedent to the Equity Financing as set forth in the existing Equity Commitment Letters or (2) reduce the aggregate amount of available Equity Financing to add less than the amount required to consummate the transactions contemplated by this Agreement (together with the other equity providerssources of Financing contemplated hereby). Buyer shall not terminate, so long as in respect or assign its rights under, the Equity Commitment Letters without the prior written consent of Seller. (b) Buyer shall give the Company prompt notice (x) of any actual or anticipated breach or default (or any circumstance or event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any such arrangements breach or default) by any party to any Equity Commitment Letter or any condition which would reasonably be expected not to be satisfied and agreements(y) of the receipt of any written notice or other written communication, in each case received from any Equity Financing Source with respect to any (1) breach of Buyer’s obligations under any Equity Commitment Letter or default, termination or repudiation by any party to any of the following Equity Commitment Letters or the actual or potential failure of any conditions are met: of the Equity Commitment Letters being met or (i2) dispute between or among any parties to any of the aggregate Equity Commitment Letters, in each case, with respect to the obligation to fund the Equity Financing or the amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not to be reasonably likely to delay or prevent the funded at Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. Parent has delivered to the Company a true, complete and correct copy of an executed equity commitment letter (athe “Equity Financing Commitment”), pursuant to which H.I.G. Bayside Debt & LBO Fund II, L.P. (in such capacity, the “Investor”) Subject has committed, subject to the terms and conditions set forth hereintherein, prior to invest in Parent the Closingcash amounts set forth therein (the “Equity Financing”), Parent shall use its reasonable best efforts which is sufficient to consummate pay the Offer Price in respect of all of the Shares and obtain any and all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the Offer, the Merger and the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Financing. The Equity Financing at Commitment has not been amended or modified prior to the date that the Closing of this Agreement, no such amendment or modification is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall requirecontemplated, and the commitment contained in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, Commitment has not been withdrawn or rescinded in any amount in excess of that contemplated by, respect. There are no conditions precedent or other contingencies related to the Equity Commitment Letter. (b) Parent shall not, without the prior written consent investing of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate full amount of the Equity Financing is other than as expressly set forth in or contemplated by the Equity Financing Commitment. The obligations of Parent and Merger Sub under this Agreement are not reduced; contingent in any respect upon the funding of the amounts contemplated to be funded pursuant to the Equity Financing Commitment. Parent and Merger Sub will have pursuant to the Equity Financing, at and after the Closing, funds sufficient to (i) pay the Offer Price in respect of all of the Shares, (ii) pay any and all fees and expenses required to be paid by Parent, Merger Sub and the arrangements Surviving Corporation in connection with the Offer, the Merger and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; Equity Financing and (iii) satisfy all of the arrangements and agreements would not diminish or release the pre-Closing other payment obligations of the parties to the Equity Commitment LetterParent, adversely affect the rights of Parent or Merger Sub to enforce its rights against and the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIISurviving Corporation contemplated hereunder.

Equity Financing. (a) Subject Schedule 5.22 sets forth a complete list of Subscription Agreements that Holicity has received and accepted from the Equity Investors as of the date hereof pursuant to which the Equity Investors have committed, subject solely to the terms and conditions set forth hereinthereof and expressly stated therein, to acquire Holicity Class A Common Stock immediately prior to the Closing. Holicity has delivered, Parent shall use its reasonable best efforts or will deliver promptly after the execution and delivery of this Agreement and in any event no later than the end of the day following the date of this Agreement, to consummate the Company true, complete and obtain correct copies of the Equity Financing on the terms and conditions executed Subscription Agreements. Except as set forth in the Equity Commitment Letter Subscription Agreements, there are no later than conditions precedent to the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect obligations of the Equity Commitment Letter; (ii) satisfy all Investors to provide the Equity Financing or any contingencies that would permit the Equity Investors to reduce the total amount of the Equity Financing. There are no other agreements, side letters or arrangements relating to the Equity Financing to which Holicity or any of its Affiliates is a party that could impose conditions to the funding of the Equity Commitment Letter Financing, other than those set forth in the Subscription Agreements. Holicity does not have any reason to believe that are within its control; (iii) comply it will be unable to satisfy on a timely basis with its obligations all conditions to be satisfied by it in the Subscription Agreements at the time it is required to consummate the Closing hereunder. None of the executed Subscription Agreements have been modified, altered or amended, nor, to the Knowledge of Holicity, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the Equity Commitment Letter; (iv) consummate the Equity Financing at executed Subscription Agreements have been withdrawn, terminated or rescinded prior to the date that the Closing is required of this Agreement. Subject to occur in accordance with Section 2.06; its terms and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated byconditions, the Equity Commitment Letter. (b) Parent shall notFinancing, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder when funded in accordance with the terms thereofSubscription Agreements, will provide Holicity with acquisition financing proceeds on the Closing Date sufficient, together with available cash of Holicity, to consummate the Transactions. The Subscription Agreements are (or shall be when executed) (as to Holicity and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality AgreementKnowledge of Holicity, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties thereto) valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, which would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Holicity under the terms and conditions of the Subscription Agreements, other than any such default, breach or failure that has been irrevocably waived by the applicable Equity Investor or otherwise cured in a timely manner by Holicity to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount satisfaction of such Equity Financing as is Investor. There are no commitment fees or other fees required to make the full amount of payments it is required to make be paid pursuant to Article IIIthe terms of the Subscription Agreements.

Equity Financing. (a) Subject Parent and Merger Sub acknowledge that they shall be, subject to the terms and satisfaction of the conditions set forth hereinin Section 7.01 and Section 7.02, prior fully responsible for obtaining the Equity Financing and each shall take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to obtain the Equity Financing, including taking all actions necessary to (i) maintain in effect the Equity Commitment Letter, (ii) satisfy on a timely basis all conditions in such Equity Commitment Letter that are within Parent and Merger Sub’s control, (iii) subject to satisfaction of the conditions in the Equity Commitment Letter, consummate the Equity Financing at the Closing and (iv) fully enforce its rights under the Equity Commitment Letter (including through litigation). Any breach of the Equity Commitment Letter by any party thereto shall be deemed a breach by Xxxxxx and Merger Sub of this Section 6.04(a). Prior to the Closing, neither Parent nor Merger Sub shall use its reasonable best efforts agree to, or permit, any amendment or modification of, or waiver under, the Equity Commitment Letter without the prior written consent of the Company. (b) Parent and Merger Sub shall give the Company prompt (and in any event within two (2) Business Days) notice (i) of any breach or default, or threatened breach or default, related to consummate the Equity Financing of which Parent or Merger Sub becomes aware, (ii) of the receipt or delivery of any notice or other communication, in each case from any Person with respect to any actual or potential breach of any provisions of the Equity Commitment Letter by KKR, or any default, termination or repudiation by any party to the Equity Commitment Letter and (iii) if at any time for any reason either Parent or Merger Sub believes that it will not be able to obtain all or any portion of the Equity Financing on the terms and conditions set forth conditions, in the Equity Commitment Letter no later than manner or from the date that the Closing is required to occur in accordance with Article IIsources, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under contemplated by the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements shall promptly provide any information reasonably requested by the Company relating to the Equity Financing any circumstance referred to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: clause (i), (ii) or (iii) of the aggregate amount immediately preceding sentence. (c) Xxxxxx and Xxxxxx Sub acknowledge and agree that the obtaining of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely a condition to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject A true and complete copy of the Bought Deal Letter was provided by the Purchasers to the Vendor concurrently with the execution and delivery of this Agreement, pursuant to which the Underwriters have agreed, subject only to the terms and conditions set out therein, to purchase or provide substitute purchasers for the Subscription Receipts in the amounts set forth hereintherein, for minimum gross proceeds of CDN$50,000,000 (the "Equity Financing"). (b) The Bought Deal Letter is in full force and effect, and is a legal valid and binding obligation of MVN and, to the knowledge of the Purchasers, the other parties thereto. (c) The Bought Deal Letter has not been amended or modified prior to the Closingdate hereof, Parent shall use its reasonable best efforts and subject to the terms of the Bought Deal Letter, no such amendment or modification is contemplated and the Purchasers have not received any notice that the commitments contained therein have been withdrawn or rescinded in any respect. (d) The obligations of the Underwriters to consummate and obtain the Equity Financing on are not subject to any conditions or other contingencies related to the terms and funding of such commitments, other than as set forth in the Bought Deal Letter. (e) As of the date of this Agreement, no event has occurred that (with or without notice, lapse of time or both) would constitute a breach or default under the Bought Deal Letter by MVN or, to the knowledge of the Purchasers, any other party thereto under any term or condition of the Bought Deal Letter. As of the date of this Agreement, the Purchasers do not have any reason to believe that any of the conditions set forth in the Equity Commitment Bought Deal Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to will not be satisfied or the funding of contemplated in the Equity Commitment Bought Deal Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall will not be unreasonably withheld, conditioned or delayed), permit any amendment or modification made available to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder MVN in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Bought Deal Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject Parent and Merger Sub acknowledge that they shall be, subject to the terms and satisfaction of the conditions set forth hereinin Section 7.01 and Section 7.02, prior fully responsible for obtaining the Equity Financing and each shall take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to obtain the Equity Financing, including taking all actions necessary to (i) maintain in effect the Equity Commitment Letter, (ii) satisfy on a timely basis all conditions in such Equity Commitment Letter that are within Parent and Merger Sub’s control, (iii) subject to satisfaction of the conditions in the Equity Commitment Letter, consummate the Equity Financing at the Closing and (iv) fully enforce its rights under the Equity Commitment Letter (including through litigation). Any breach of the Equity Commitment Letter by any party thereto shall be deemed a breach by Parent and Merger Sub of this Section 6.05(a). Prior to the Closing, neither Parent nor Merger Sub shall use its reasonable best efforts agree to, or permit, any amendment or modification of, or waiver under, the Equity Commitment Letter without the prior written consent of the Company. (b) Parent and Merger Sub shall give the Company prompt (and in any event within two (2) Business Days) notice (i) of any breach or default, or threatened breach or default, related to consummate the Equity Financing of which Parent or Merger Sub becomes aware, (ii) of the receipt or delivery of any notice or other communication, in each case from any Person with respect to any actual or potential breach of any provisions of the Equity Commitment Letter by KKR, or any default, termination or repudiation by any party to the Equity Commitment Letter and (iii) if at any time for any reason either Parent or Merger Sub believes that it will not be able to obtain all or any portion of the Equity Financing on the terms and conditions set forth conditions, in the Equity Commitment Letter no later than manner or from the date that the Closing is required to occur in accordance with Article IIsources, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under contemplated by the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements shall promptly provide any information reasonably requested by the Company relating to the Equity Financing any circumstance referred to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: clause (i), (ii) or (iii) of the aggregate amount immediately preceding sentence. (c) Parent and Merger Sub acknowledge and agree that the obtaining of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely a condition to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject Schedule 5.21 sets forth a complete list of Subscription Agreements that CBAH has received and accepted from the Equity Investors as of the date hereof pursuant to which the Equity Investors have committed, subject solely to the terms and conditions set forth hereinthereof and expressly stated therein, to acquire CBAH Class A Common Stock immediately prior to the Closing. CBAH has delivered, Parent shall use its reasonable best efforts or will deliver promptly after the execution and delivery of this Agreement and in any event no later than the end of the day following the date of this Agreement, to consummate the Company true, complete and obtain correct copies of the Equity Financing on the terms and conditions executed Subscription Agreements. Except as set forth in the Equity Commitment Letter Subscription Agreements, there are no later than conditions precedent to the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect obligations of the Equity Commitment Letter; (ii) satisfy all Investors to provide the Equity Financing or any contingencies that would permit the Equity Investors to reduce the total amount of the Equity Financing. There are no other agreements, side letters or arrangements relating to the Equity Financing to which CBAH or any of its Affiliates is a party that could impose conditions to the funding of the Equity Commitment Letter Financing, other than those set forth in the Subscription Agreements. CBAH does not have any reason to believe that are within its control; (iii) comply it will be unable to satisfy on a timely basis with its obligations all conditions to be satisfied by it in the Subscription Agreements at the time it is required to consummate the Closing hereunder. None of the executed Subscription Agreements have been modified, altered or amended, nor, to the knowledge of CBAH, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the Equity Commitment Letter; (iv) consummate the Equity Financing at executed Subscription Agreements have been withdrawn, terminated or rescinded prior to the date that the Closing is required of this Agreement. The Subscription Agreements are (or shall be when executed) (as to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall requireCBAH and, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreementknowledge of CBAH, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties thereto) valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, which would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of CBAH under the terms and conditions of the Subscription Agreements, other than any such default, breach or failure that has been irrevocably waived by the applicable Equity Investor or otherwise cured in a timely manner by CBAH to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount satisfaction of such Equity Financing as is Investor. There are no commitment fees or other fees required to make the full amount of payments it is required to make be paid pursuant to Article IIIthe terms of the Subscription Agreements.

Equity Financing. (a) Subject to the terms and conditions set forth hereinof this Agreement, prior each of Parent and Merger Sub will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letter if such amendment, modification or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Equity Financing; (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the Closingreceipt of the Equity Financing or any other terms to the Equity Financing in a manner that would reasonably be expected to (A) delay or prevent the Closing Date; or (B) make the timely funding of the Equity Financing, or the satisfaction of the conditions to obtaining the Equity Financing, less likely to occur in any respect. (b) Subject to the terms and conditions of this Agreement, each of Parent shall and Merger Sub will use its respective reasonable best efforts to consummate take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to arrange and obtain the Equity Financing on the terms and conditions set forth described in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article IILetter, including using its reasonable best efforts to: to (i) maintain in full force effect the Equity Commitment Letter in accordance with the terms and effect subject to the conditions thereof; (ii) satisfy on a timely basis all conditions to funding that are applicable to Parent and Merger Sub in the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that Closing; (iv) comply with its obligations pursuant to the Closing is required to occur in accordance with Section 2.06Equity Commitment Letter; and (vvi) enforce its rights under pursuant to the Equity Commitment Letter. Nothing . (c) Prior to the Closing, and without limiting its obligations pursuant to Section 5.04, the Company shall, and shall cause its Subsidiaries to, and shall use reasonable efforts to cause its and their respective Representatives to, in each case, provide to Parent all cooperation reasonably requested by Parent in connection with the arrangement and consummation of the Equity Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries). (d) Notwithstanding anything to the contrary contained in this Agreement shall Agreement, nothing contained in this Section 5.12 will require, and in no event shall will the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) bring any enforcement action against any source of the Equity Financing to enforce its rights pursuant to the Equity Commitment Letter; or (ii) seek the Equity Financing from any source other than the Investors a counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject to the terms and conditions set forth herein, prior to the Closing, Parent shall use its commercially reasonable best efforts to consummate take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions set forth described in the Underwriting Agreement and shall not permit any material amendment of the Underwriting Agreement that imposes additional conditions that materially delays or prevents the availability of the Equity Commitment Letter no later than the date that the Closing is required Financing. Parent shall use commercially reasonable efforts (A) to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; Underwriting Agreement until the consummation of the transactions contemplated hereby, (ii) to satisfy all (or obtain waivers to) on a timely basis any conditions applicable to Parent or Merger Sub to funding in the funding of the Equity Commitment Letter Underwriting Agreement that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) control and to consummate the Equity Financing at or prior to the date that the Closing is required Closing, (iii) to occur in accordance with Section 2.06; and (v) enforce its rights under the Underwriting Agreement and (iv) to comply with its obligations under the Underwriting Agreement. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Equity Commitment LetterFinancing. Nothing in this Agreement shall require, and in no In the event shall the reasonable best efforts any portion of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing becomes unavailable on the terms and conditions contemplated by the Underwriting Agreement, Parent shall promptly notify the Company and shall use commercially reasonable efforts to arrange and obtain any such portion from any source other than alternative sources as promptly as reasonably practicable following the Investors counterparty to, or in any amount in excess occurrence of that contemplated by, the Equity Commitment Lettersuch event. (b) Parent Prior to the Closing, the Company shall not, without provide reasonable cooperation in connection with the prior written consent arrangement of the Company Equity Financing as may be reasonably requested by Parent (which consent shall provided, that such requested cooperation does not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under interfere with the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent ongoing business of the Company), including the right to assign any of its rights or obligations thereunder in accordance with the terms thereofincluding, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything but not limited to, to the contrary in this Agreement or the Confidentiality Agreementextent reasonably requested by Parent, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are metusing commercially reasonable efforts to: (i) the aggregate amount of the Equity provide due diligence materials to Parent’s affiliates or Financing is not reducedSources (as defined below), provided that such parties agree to enter into a customary confidentiality agreement; (ii) furnish Parent and its Financing Sources with all financial statements and financial and other information that are reasonably required in connection with the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the ClosingEquity Financing; (iii) assist Parent and its Financing Sources in the arrangements and agreements would not diminish or release the pre-Closing obligations preparation of the parties to an offering document for the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment LetterFinancing; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of cooperate with the equity securities marketing efforts of Parent or any of and its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of Financing Sources for the Equity Financing. “Financing Source” means each entity (including, each agent and arranger) that has committed to Parent, provide or otherwise entered into agreements to provide financing in accordance connection with the Equity Commitment Lettertransactions contemplated hereby, Parent shall draw down at Closing together with each affiliate thereof and each officer, director, employee, partner, controlling person, advisor, attorney, agent and representative of each such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIentity or affiliate and their respective successors and assigns.

Equity Financing. Parent has delivered to the Company a true, correct and complete copy of the Equity Commitment Letter, dated as of the date hereof (a) Subject such commitment letter, including all exhibits, schedules, annexes, amendments, and supplements, as well as all letters and agreements ancillary or related thereto, the “Equity Commitment Letter”), by and among Parent and Providence Equity Partners VI L.P., a Delaware limited partnership, and Providence Equity Partners VI-A L.P., a Delaware limited partnership (collectively, the “Sponsor”), pursuant to which the Sponsor has committed, subject to the terms and conditions set forth hereintherein, prior to provide cash equity and/or debt financing (the Closing“Equity Financing”) to Parent in the amount set forth therein in connection with the Transactions. There are no exhibits, Parent shall use its reasonable best efforts schedules, annexes, amendments, supplements, letters, agreements, or understandings relating to consummate and obtain the Equity Financing on or the terms and conditions Equity Commitment Letter to which Parent or any of its Affiliates is subject or a party (other than those set forth in the Equity Commitment Letter no later than Letter) that, prior to the date that hereof, have not been delivered to the Closing Company. No party is required in default or breach under any of the terms and conditions of the Equity Commitment Letter and no event has occurred which, with or without notice, lapse of time or both, constitutes or would reasonably be expected to occur constitute a default or breach thereunder or a failure of any condition to the obligations in accordance with Article IIthe Equity Commitment Letter or otherwise result in the failure of any portion of the Equity Financing to be disbursed in a timely enough manner to finance, including using reasonable best efforts to: (i) maintain without delay, the consummation of each of the Transactions, in each case, as of the date hereof. The commitments and terms contained in the Equity Commitment Letter have not been amended, modified, supplemented, rejected, reduced, terminated, withdrawn or rescinded in any respect and the Sponsor has not notified Parent of any intention to do any of the foregoing. The Equity Commitment Letter is in full force and effect in the Equity Commitment Letter; (ii) satisfy all form so delivered and constitutes valid and binding obligations of Parent and the Sponsor. There are no conditions precedent or other contingencies related to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under full amount of the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur Financing, other than as set forth in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Neither Parent or nor Merger Sub has any reason to believe that it will be deemed unable to satisfy any term or construed condition to require, either Parent be satisfied by it contained in the Equity Commitment Letter or Merger Sub to seek that any portion of the Equity Financing from any source other than the Investors counterparty to, or will not be available to Parent in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall nota timely enough manner to finance, without the prior written consent of the Company (which consent shall not be unreasonably withhelddelays, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights its and Merger Sub’s obligations under the Equity Commitment Letterthis Agreement. For the avoidance of doubt, (i) nothing herein it shall prohibit not be a condition to the acceptance for payment, or prevent Parent from exercising the payment for, any Shares tendered pursuant to the Offer, to the Closing of the Merger or to any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to Section 2.08 that the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries alternative financing shall be available or (B) be granted a right to designate any member of the board of directors have been obtained or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIdisbursed.

Equity Financing. (a) Subject [Reserved]. (b) Parent has delivered to the Company a true, accurate and complete copy of the executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) from the Investor pursuant to which the Investors (or any of its assignees as permitted thereunder) has committed to fund, subject to the terms and conditions therein, the amount set forth hereintherein (including after giving effect to any permitted reduction of such commitment set forth therein, prior the “Equity Financing” and together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and shall continue to provide, that the Company is a third-party beneficiary thereof. (c) As of the date of this Agreement, the Equity Commitment Letter is in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. As of the date of this Agreement, the Equity Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent, and, to the Closingknowledge of Parent, Parent shall use the other parties thereto, enforceable in accordance with its reasonable best efforts terms, except, in each case, as enforcement may be limited by the Bankruptcy and Equity Exception. As of the date of this Agreement, there are no agreements, side letters or arrangements relating to consummate the Equity Commitment Letter that could affect the conditionality of the Equity Financing, and obtain the Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Parent on the terms therein. Except for any Debt Commitment Letter (including any customary fee and conditions engagement letters with respect to any Debt Financing) contemplated by Section 5.22 and as otherwise set forth in the Equity Commitment Letter Letter, there are no later than the date that the Closing is required to occur in accordance with Article IIother agreements, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions side letters or arrangements relating to the funding of the Equity Commitment Letter that are within its control; could affect the amount or availability of the Equity Financing. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would: (iiii) comply on constitute a timely basis with its obligations default or breach of Parent, or to the knowledge of Parent, of any other party thereto, under any term or condition of the Equity Commitment Letter; (ivii) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from make any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned assumptions or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the statements set forth in the Equity Commitment Letter without the consent inaccurate in any material respect; (iii) reasonably be expected to result in any of the Company, including the right to assign any of its rights or obligations thereunder conditions in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter not being satisfied; or (iv) otherwise result in accordance with or would reasonably be expected to result in any portion of the Equity Financing not being available. The Investor has not notified Parent of its termsintention to terminate the Equity Commitment Letter or not to provide the Equity Financing. Notwithstanding anything to Assuming the contrary satisfaction of the conditions in Section 6.1 and Section 6.2, as of the date of this Agreement or the Confidentiality Agreement, neither Parent and nor Merger Sub may enter discussions regardinghas reason to believe that it will be unable to satisfy, and may enter into arrangements and agreements relating on a timely basis, any term or condition of the Closing to be satisfied by it with respect to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, Commitment Letter or that the following conditions are met: (i) the aggregate full amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would will not be reasonably likely to delay or prevent available as of the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would . Assuming (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of that the Equity Financing to Parent, is funded in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount and to the extent applicable, the Debt Financing is funded, (B) the accuracy in all material respects of such the representations and warranties set forth in Article 3 of this Agreement (and accuracy in all respects of the representations and warranties set forth in Section 3.3) and (C) the performance by the Company and the Company Subsidiaries of the covenants and agreements contained in this Agreement, the Equity Financing as (together with any Available Cash Amount) is required sufficient to make satisfy, all of Parent’s and Merger Sub’s obligations under this Agreement, including the full amount payment of payments it is required to make pursuant to Article IIIthe Merger Consideration, the payment of the amounts contemplated by Section 2.8 and Section 5.8 and the payment of all associated fees, costs and expenses contemplated by this Agreement or payable in connection with the transactions contemplated by this Agreement by the Parent Parties.

Equity Financing. (a) Subject to the terms Parent and conditions set forth herein, prior to the Closing, Parent Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, consummate and obtain the Equity Financing on the terms and conditions described in the Equity Financing Commitment, including taking all actions necessary to (i) maintain in effect the Debt Financing Commitment, (ii) consummate the Equity Financing contemplated by the Equity Financing Commitment at or prior to the Closing on the terms and conditions set forth in the Equity Financing Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its their rights under the Equity Commitment LetterFinancing Commitment, including seeking specific performance of the parties’ funding obligations thereunder. Nothing in this Agreement shall require, Parent and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not may be unreasonably withheld, conditioned or delayedwithheld in its sole and absolute discretion), permit consent or agree to any amendment amendment, supplement or modification to be made to or assignment of, or any waiver of any rights under the Equity Commitment Letter. For the avoidance of doubtprovision under, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing Commitment if such amendment, supplement or modification to add other equity providersor assignment of, so long as in respect or any waiver of any such arrangements and agreementsprovision under, the following conditions are met: would, or would reasonably be expected to (ix) reduce the aggregate amount of the Equity Financing is Commitment or (y) impose new or additional conditions to the receipt of the financing under the Equity Financing Commitment. Parent and Merger Sub shall use their respective reasonable best efforts to refrain from taking, directly or indirectly, any action that could reasonably be expected to result in a failure of any of the conditions contained in the Equity Financing Commitment. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Equity Financing. (b) Without limiting the generality of the obligations contained in Section 6.09(a), Parent shall give the Company prompt oral and written notice (but in any event not reduced; later than twenty-four (24) hours after such occurrence) if (i) to the Knowledge of Parent, there exists any actual or anticipatory breach or default by any party to the Equity Financing Commitment (or any circumstance or event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any such breach or default) or any condition which would reasonably be expected not to be satisfied, or any termination of the Equity Financing Commitment, (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub receives any notice or other communication from any financing source under the Equity Financing Commitment with respect to enforce its rights against the other parties any actual or anticipatory breach, or any default, termination or repudiation by any party to the Equity Financing Commitment Letterof any provisions of the Debt Financing Commitment, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iviii) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of at any time for any reason Parent believes in good faith that it will not be able to obtain all or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation portion of the Equity Financing to Parenton the terms and conditions, in accordance with the manner or from the sources contemplated by the Equity Commitment LetterFinancing Commitment. As soon as reasonably practicable, but in any event within twenty-four (24) hours of the delivery by the Company to Parent of a written request therefor, Parent shall draw down at Closing such amount provide any information reasonably requested by the Company relating to any circumstance referred to in clause (i), (ii) or (iii) of such the immediately preceding sentence. (c) Parent and Merger Sub acknowledge and agree that the obtaining of the Equity Financing as or any other financing is required not a condition to make the full amount of payments it is required to make pursuant to Article IIIClosing.

Equity Financing. Parent has heretofore furnished to the Company a complete and correct copy of the Equity Commitment Letter, dated October 3, 2011, between Parent and the investor parties thereto (a) Subject the “Equity Financing Commitment”), pursuant to which the investor parties thereto has committed, subject to the terms and conditions set forth hereintherein, to invest in Parent the cash amount set forth therein (the “Equity Financing”), which is sufficient to pay the Merger Consideration in respect of all of the Shares, all other amounts due in connection with the Merger and any and all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the Merger and the Equity Financing. The Equity Financing Commitment is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto. The Equity Financing Commitment has not been and will not be amended or modified. The commitment contained in the Equity Financing Commitment has not been withdrawn or rescinded in any respect. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under the Equity Financing Commitment and, subject to the accuracy of the representations and warranties in Article III and the satisfaction of the conditions set forth in Article VI, neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it pursuant to the Equity Financing Commitment on or prior to the Closing, Parent shall use its reasonable best efforts Closing Date. There are no conditions precedent or other contingencies related to consummate and obtain the funding of the full amount of the Equity Financing on the terms and conditions Financing, other than as expressly set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment LetterCommitment. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regardingexpressly acknowledge and agree that their obligations hereunder, and may enter into arrangements and agreements relating including their obligations to consummate the Merger, are not subject to, or conditioned upon, receipt of any financing (including the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIFinancing).

Equity Financing. Parent has delivered to the Company a true and complete copy, including all exhibits and schedules thereto, of the executed commitment letter, dated as of the date hereof (a) Subject the “Equity Commitment Letter”), from the Guarantors, pursuant to which the Guarantors have agreed to make equity investments in the Parent, subject to the terms and conditions therein, in cash in the aggregate amount set forth hereintherein (the “Financing”), prior for purposes of financing the Merger, the other transactions contemplated by this Agreement, and the related fees and expenses to be incurred by Parent in connection therewith. As of the date of this Agreement, the Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, none of the obligations and commitments contained in such letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date of this Agreement, there are no other Contracts, side letters or arrangements to which Parent or Merger Sub or any Guarantor is a party relating to the Closingfunding or investing, Parent shall use its reasonable best efforts to consummate and obtain as applicable, of the Equity Financing on full amount of the terms and conditions Financing, other than as expressly set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing Other than as set forth in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent there are no conditions precedent or Merger Sub to enforce its rights against the other parties contingencies related to the Equity Commitment Letterfunding or investing, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more as applicable, of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member full amount of the board of directors or other governing body of Parent or any of its SubsidiariesFinancing. Upon Assuming the consummation satisfaction of the Equity conditions set forth in Article VI, and assuming the Financing to Parent, is funded in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount the net proceeds of such Equity Financing the Financing, together with the available unrestricted cash of the Company and its Subsidiaries and with the consideration to be issued under any Rollover Agreement, will in the aggregate be sufficient for Parent, Merger Sub or the Surviving Corporation, as is applicable, to pay the aggregate Merger Consideration and any other amounts required to make be paid in connection with the consummation of the transactions contemplated hereby (including all amounts payable in respect of Company Stock Options and Company RSUs under this Agreement) and to pay all related fees and expenses of the Parent, Merger Sub and the Company. The Equity Commitment Letter is (x) a legal, valid and binding obligation of the Parent, Guarantors and each of the other parties thereto, (y) enforceable in accordance with its terms against the Parent, Guarantors and each of the other parties thereto, in each case except as such enforceability may be limited by the Bankruptcy and Equity Exception, and (z) in full amount force and effect. As of payments the date hereof, each of Parent and Merger Sub has no reasonable basis to believe that it is required or any other party to make the Equity Commitment Letter will be unable to satisfy on a timely basis any term or condition therein. As of the date hereof, no event has occurred that, with or without notice or lapse of time or both, would, or would reasonably be expected to, constitute a material default or material breach on the part of Parent, Merger Sub or any of the Guarantors pursuant to Article IIIthe Equity Commitment Letter.

Equity Financing. (a) Subject to the terms and conditions set forth hereinof this Agreement, prior to the Closing, Parent Buyer shall use its reasonable best efforts to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, consummate and obtain the Equity Financing on terms and conditions no less favorable to Buyer than the terms and conditions set forth described in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article IILetter, including using reasonable best efforts to: to (i) maintain in full force and effect the Equity Commitment Letter; , and (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur diligently and in accordance with Section 2.06; and (v) good faith enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent Buyer shall not be unreasonably withheldhave the right to, conditioned and hereby agrees not to, amend, replace, supplement or delayed)otherwise modify, permit any amendment or modification to be made consent to or waiver waive any provision or any of any its rights under under, the Equity Commitment Letter. For . (c) Buyer shall not consent to the avoidance termination of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without prior to the consent earlier of the Company, including Closing Date and the right to assign any termination of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything . (d) Upon the reasonable request of XXXX Seller, Buyer shall (i) keep XXXX Seller and the Company informed on a reasonably current basis in reasonable detail of all material activity concerning the Equity Financing and (ii) promptly provide XXXX Seller and the Company with such information (on a reasonable basis and in reasonable detail) available to Buyer as shall be reasonably requested by XXXX Seller and the Company as to the contrary in this Agreement status of the Equity Financing. Without limiting the foregoing, Buyer shall give XXXX Seller and the Company prompt written notice (x) of any breach, default, termination or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating repudiation by any party to the Equity Financing to add other equity providers, so long as in respect Commitment Letter of which Buyer becomes aware and (y) of the receipt by Buyer of any notice or other communication from any Equity Investor with respect to any actual or potential material breach, material default, termination or repudiation by such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties party to the Equity Commitment Letter, adversely affect of any provisions thereto and of the rights occurrence of Parent any event or Merger Sub development that Buyer expects to enforce its rights against have a material and adverse impact on the other parties ability of Buyer to obtain the timely funding of the Required Amount on the Closing Date. (e) Buyer acknowledges and agrees that it is not a condition to the Equity Commitment Letter, Closing or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or to any of its Subsidiaries or other obligations under this Agreement that Buyer obtain financing (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of including the Equity Financing to Parentor the Debt Financing) for, in accordance with or related to, the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIItransactions contemplated by this Agreement.

Equity Financing. (ai) Subject to the terms Each of Parent and conditions set forth herein, prior to the Closing, Parent Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate and obtain the Equity Financing in an amount required to satisfy the applicable portion of the Required Amount contemplated by the Equity Commitment Letter not later than the Expiration Time on the terms and conditions set forth described in or contemplated by the Equity Commitment Letter. Each of Parent and Merger Sub will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letter no later than if such amendment, modification or waiver would (A) impose new or additional conditions precedent to the date that funding of the Closing is required Equity Financing or would otherwise materially adversely change, amend, modify or expand any of the conditions precedent to occur in accordance with Article IIthe funding of the Equity Financing, (B) be reasonably expected to prevent or materially delay the availability of all or a portion of the Equity Financing necessary to pay the applicable portion of the Required Amount contemplated by the Equity Commitment Letter or the consummation of the transactions contemplated by this Agreement, (C) reduce the aggregate amount of the Equity Financing below the amount necessary to pay the applicable portion of the Required Amount contemplated by the Equity Commitment Letter or (D) otherwise materially adversely affect the ability of Parent or Merger Sub to enforce their rights under the Equity Commitment Letter, including using reasonable best efforts to: to (i) maintain in full force and effect the Equity Commitment Letter; Letter and the Limited Guarantee, (ii) satisfy and comply with on a timely basis all conditions and covenants to the funding or investing of the Equity Financing required to pay the applicable portion of the Required Amount contemplated by the Equity Commitment Letter that are within its control; to be satisfied by Parent or Merger Sub, (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing in an amount required to pay the applicable portion of the Required Amount contemplated by the Equity Commitment Letter, or enforce the Limited Guarantee, at or prior to the date that the Closing is required to occur Expiration Time, in accordance with Section 2.06; and its terms, (viv) enforce its rights under the Equity Commitment Letter and the Limited Guarantee and (v) reasonably cooperate with and assist the Company in enforcing its third party beneficiary rights under the Equity Commitment Letter. Nothing Neither Parent nor Merger Sub shall release or consent to the termination of the obligations of any Investor to provide the Equity Financing in an amount required to pay the applicable portion of the Required Amount contemplated by the Equity Commitment Letter. (ii) Notwithstanding anything to the contrary contained in this Agreement shall Agreement, nothing contained in this Section 6.16 will require, and in no event shall will the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors a counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (biii) Parent shall notgive the Company, without the prior written consent of the Company as promptly as reasonably practicable (which consent shall not be unreasonably withheld, conditioned or delayedand in any event within three Business Days), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, written notice after Parent’s Knowledge (i) nothing herein shall prohibit of any material default or prevent Parent from exercising breach (or any event that, with or without notice, lapse of its rights time or both, would, or would reasonably be expected to, give rise to any material default or breach) by any party under the Equity Commitment Letter without the consent of the Companywhich Parent or Merger Sub becomes aware, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any termination of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to Letter, (iii) of the contrary in this Agreement receipt by Parent or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: written notice or other written communication from any Investor with respect to any (iA) the aggregate amount actual or asserted material default or breach or termination or repudiation of the Equity Financing is not reduced; Commitment Letter, or any material provision thereof, in each case by any party thereto, or (iiB) the arrangements and agreements, individually material dispute or in the aggregate, would not be reasonably likely to delay disagreement between or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the among any parties to the Equity Commitment LetterLetter that would reasonably be expected to prevent or materially delay the Closing or make the funding of the Equity Financing required to pay the applicable portion of the Required Amount contemplated by the Equity Commitment Letter materially less likely to occur or give rise to a right of termination under any such arrangement, and (iv) of the occurrence of an event or development that would reasonably be expected to materially adversely affect impact the rights ability of Parent or Merger Sub to enforce obtain all or any portion of the Equity Financing necessary to pay the applicable portion of the Required Amount contemplated by the Equity Commitment Letter. Without limitation of the foregoing, upon the request of the Company from time to time, Parent will, as promptly as reasonably practicable, update the Company on the material activity and developments of its rights against efforts to arrange and obtain the other parties Equity Financing, including by providing copies of all definitive agreements (and drafts of all offering documents and marketing materials) related to the Equity Financing, and any amendments, modifications or replacements to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Each of the Parties acknowledges and agrees that it shall not be a condition to the Closing for Parent to obtain the Equity Financing. Subject to the terms and conditions of this Agreement, Parent shall not, without the Company’s prior written consent, permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Equity Commitment Letter that would, or would reasonably be expected to, (i) reduce the aggregate amount of the Equity Financing; (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Equity Financing; (iii) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against the other party to the Equity Commitment Letter; or (iv) prevent, impede or materially delay the timely consummation of the Equity Financing or the Closing. (b) Subject to the terms and conditions set forth hereinof this Agreement, prior to the Closing, each of Parent shall and Merger Sub will use its reasonable best efforts to consummate take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article IILetter, including using its reasonable best efforts to: to (i) maintain in full force and effect the Equity Commitment Letter; Letter in accordance with the terms and subject to the conditions thereof, (ii) satisfy on a timely basis all conditions to funding applicable to and within the control of Parent or Merger Sub in the Equity Commitment Letter, (iii) if all conditions precedent to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under Financing set forth in the Equity Commitment Letter; (iv) Letter are satisfied, consummate the Equity Financing at or prior to the date that Closing, (iv) comply with its obligations pursuant to the Closing is required to occur in accordance with Section 2.06; Equity Commitment Letter and (v) enforce its rights pursuant to the Equity Commitment Letter. Parent and Merger Sub will give the Company prompt written notice of any actual or threatened breach or default by any party thereto of which Parent or Merger Sub becomes aware under the Equity Commitment Letter and that, in each case, could reasonably be expected to adversely impact the ability of Parent and Merger Sub to obtain all or a portion of the Equity Financing prior to the Closing, or of any actual or purported termination or repudiation of any provision under the Equity Commitment Letter. Nothing Notwithstanding anything to the contrary contained in this Agreement shall requireAgreement, and nothing contained in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, this Section 5.19 will require either Parent or Merger Sub to (i) bring any enforcement action against any source of the Equity Financing to enforce its rights pursuant to the Equity Commitment Letter (other than any enforcement rights granted to the Company under Section 6 of the Equity Commitment Letter); or (ii) seek the Equity Financing from any source other than the Investors a counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject Parent and certain of its controlled Affiliates are a party to and has accepted a fully executed equity commitment letter, dated as of the date of this Agreement, between each Equity Investor and Parent (the “Commitment Letter”), pursuant to which, on the terms and subject to the conditions set forth therein, each Equity Investor has agreed to invest in Parent the amount set forth therein. The equity financing committed pursuant to the Commitment Letter is referred to in this Agreement as the “Equity Financing.” The Commitment Letter provides that the Company is an express third-party beneficiary of the Commitment Letter, and, subject to the terms and conditions set forth hereintherein, prior entitled to enforce the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent As of the date hereof, Xxxxxx has delivered to the Company (which consent shall not be unreasonably withhelda true, conditioned or delayed), permit any amendment or modification to be made to or waiver correct and complete copy of any rights under the Equity executed Commitment Letter. For . (c) Except as expressly set forth in the avoidance of doubtCommitment Letter, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything there are no conditions precedent to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating obligations of each Equity Investor to provide the Equity Financing contemplated to add other equity providers, so long as in respect of be funded on the Closing Date or any such arrangements and agreements, the following conditions are met: (i) contingencies that would permit either Equity Investor to reduce the aggregate principal amount of the Equity Financing is contemplated to be funded on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 2.2(a) and Section 2.2(b) are satisfied, Parent does not reduced; (ii) have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the arrangements and Commitment Letter on or prior to the Closing Date, nor does Parent have knowledge as of the date hereof that either Equity Investor will not perform its obligations thereunder. There are no side letters, understandings or other agreements, individually contracts or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties any kind relating to the Equity Commitment Letter, adversely affect except as set forth in the rights Commitment Letter. (d) The Equity Financing, if funded in accordance with the Commitment Letter, shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction on the Closing Date of all of Parent’s obligations under this Agreement and the Commitment Letter to be funded on the Closing Date, including the payment of the Merger Consideration payable on the Closing Date, and any fees and expenses of or payable by Parent or Merger Sub or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (such amounts, collectively, the “Financing Amounts”). From and after the Closing Date, Parent, together with the Surviving Corporation, will have sufficient cash on hand or other sources of immediately available funds to enforce enable it to settle conversions or effect repurchases or repayments of the Convertible Notes pursuant to the terms of the Convertible Notes Indenture. (e) As of the date hereof, the Commitment Letter constitutes the legal, valid, binding and enforceable obligations of Parent and its rights against applicable Affiliates and, to the Knowledge of Parent, any other parties thereto and are in full force and effect. To the Knowledge of Parent, as of the date hereof and assuming the accuracy of the representations and warranties in ARTICLE 3 (subject to all qualifications or limitations on such representations and warranties), no event has occurred which (with or without notice, lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the terms and conditions of the Commitment Letter. As of the date hereof, the Commitment Letter has not been modified, amended or altered and none of the respective commitments thereunder have been terminated, reduced, withdrawn or rescinded in any respect and, to the Equity Commitment Letter, or otherwise constitute a waiver or reduction Knowledge of Parent’s , assuming the conditions set forth in Section 2.2(a) and Section 2.2(b) are satisfied, there is no basis for termination, reduction, withdrawal or Merger Sub’s rights under rescission thereof. (f) In no event shall the receipt or availability of any funds or financing (including the Equity Commitment Letter; and (ivFinancing) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of by Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent Affiliates or any other financing be a condition to any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III’s obligations under this Agreement.

Equity Financing. (a) Subject Parent shall, and shall cause its Affiliates to the terms take, or cause to be taken, all actions and conditions set forth hereinto do, prior or cause to the Closingbe done, Parent shall use its reasonable best efforts all things necessary, proper or advisable to consummate and obtain the Equity Financing on the terms and conditions set forth described in the Equity Commitment Letter, including, but not limited to, using reasonable best efforts to (i) maintain in effect the Equity Commitment Letter, (ii) satisfy on a timely basis all conditions that are applicable to Parent and its Subsidiaries in the Equity Commitment Letter no later than and comply with all of their respective obligations thereunder and not take or fail to take, directly or indirectly, any action that would be reasonably expected to prevent or impede or delay the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the availability or funding of the Equity Commitment Letter that are within its control; Financing to Parent at the Closing and (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur diligently and in accordance with Section 2.06; and (v) good faith enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) In the event that all conditions to the Equity Financing have been satisfied, Parent shall notuse its reasonable best efforts to cause the Guarantors to fund the Equity Financing at the Closing (including by taking enforcement action, without which shall include but is not limited to specific performance, to cause the prior written consent of Guarantors to fund the Company Equity Financing). (which consent c) Parent shall not be unreasonably withheldhave the right to amend, conditioned replace, supplement or delayed)otherwise modify, permit any amendment or modification to be made consent to or waiver of waive any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit provision or prevent Parent from exercising any of its rights under under, the Equity Commitment Letter without the if such amendment, replacement, supplement, modification, consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: waiver would (i) reduce the aggregate amount of the Equity Financing is not reduced; from that contemplated in the Equity Commitment Letter, (ii) impose new or additional conditions or other terms or otherwise expand upon the arrangements and agreements, individually or conditions precedent to the Equity Financing as set forth in the aggregate, Equity Commitment Letter to an amount that would not enable Parent to meet its obligations under this Agreement, to consummate the transactions contemplated hereby and to pay all fees and expenses reasonably expected to be reasonably likely to delay or prevent incurred in connection herewith and with the Closing; Equity Financing, (iii) prevent or impede or delay the arrangements and agreements would not diminish or release the pre-Closing obligations consummation of the parties transactions contemplated by this Agreement or make the timely funding of the Equity Financing or satisfaction of the conditions to obtaining the Equity Financing less likely to occur or (iv) adversely impact the ability of Parent to enforce its rights against the Guarantors when required pursuant to this Agreement. Parent shall promptly deliver to the Company a true and complete copy of any such amendment or modification. (d) Parent shall give the Company prompt oral and written notice (but in any event not later than twenty-four (24) hours after the occurrence or discovery thereof) (i) of any breach, default, termination or repudiation by any party to the Equity Commitment Letter of which Parent becomes aware, (ii) of the receipt by Parent of any notice or other communication from any Person (written or oral) with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Equity Commitment Letter, adversely affect of any provisions thereof or (B) material dispute or disagreement between or among any parties to the rights of Parent Equity Commitment Letter that could reasonably be expected to result in an actual or Merger Sub to enforce its rights against the other parties potential breach, default, termination or repudiation by any party to the Equity Commitment Letter, or otherwise constitute any provision thereof, or (iii) of the occurrence of any event or development that Parent expects to have a waiver material and adverse impact on the ability of Parent to obtain on a timely basis all or reduction any portion of Parent’s the Equity Financing contemplated by the Equity Commitment Letter on the terms, in the manner or Merger Sub’s rights under from the sources contemplated by the Equity Commitment Letter; . (e) Parent acknowledges and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation agrees that receipt of the Equity Financing is not a condition to Parent, in accordance with its obligation to consummate the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIMerger.

Equity Financing. Parent has delivered to the Company a true and complete copy of a fully executed equity commitment letter dated as of the date hereof (the “Equity Commitment Letter”), from CSP Fund II LP, a limited partnership formed under the laws of the Cayman Islands (the “Equity Commitment Party”) to Parent and relating to the commitment of the Equity Commitment Party, upon the terms and subject to the conditions set forth therein, to provide Parent with equity financing in the amount set forth therein (the “Equity Financing”), which Equity Commitment Letter shall provide that the Company is an express third party beneficiary thereto. As of the date of this Agreement, the Equity Commitment Letter in the form delivered to the Company has not been amended or modified, no such amendment or modification is contemplated and none of the obligations and commitments contained in such Equity Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Assuming (a) Subject the accuracy of the representations and warranties by the Company set forth in Article III, and (b) compliance by the Company with its obligations hereunder, as of the date hereof, neither Parent nor Mxxxxx Sub has any reason to believe that the Equity Financing will not be available on the Closing Date to fund the aggregate consideration payable by Parent pursuant to Article II together with all costs and expenses required to be paid by Parent at the Closing. As of the date hereof, the Equity Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent and the Equity Commitment Party. As of the date of this Agreement, (i) no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or the Equity Commitment Party under the Equity Commitment Letter that could in either case result in the failure of the funding obligations thereunder and (ii) neither Parent nor any of its affiliates has entered into any agreement, side letter or other arrangement relating to the terms and conditions set forth herein, prior Equity Commitment Letter that could reasonably be expected to affect the Closing, Parent shall use its reasonable best efforts to consummate and obtain availability of the Equity Financing on the Closing Date. The aggregate cash proceeds of the Equity Financing will be sufficient to consummate the Transactions in accordance with the terms and hereof, including the making of all payments to be made by or on behalf of Parent on the Closing Date. There are no conditions precedent that would affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject to Each of the terms and conditions set forth herein, prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter no later than the date Sponsor Parties agrees that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect it will not amend or modify the Equity Commitment Letter; (ii) satisfy all conditions , or withdraw, terminate or rescind in any respect its obligation to the funding of fund the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur set forth therein, in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing each case, except as expressly permitted in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent No Sponsor Party shall notassign or delegate, without the prior written consent of the Company (which consent shall not be unreasonably withhelddirectly or indirectly, conditioned in whole or delayed)in part, permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its obligations and rights under the Equity Commitment Letter without the express prior written consent of Parent (acting at the Companydirection of the Founder Parties); provided, including that a Sponsor Party may assign or delegate all or a portion of its obligations to fund the right Equity Commitment to assign any of its rights such Sponsor Party’s Affiliates; provided, further, that such assignee or delegate has certified in writing to Parent prior to such assignment or delegation that it agrees to accept and undertake any and all assigned or delegated obligations thereunder in accordance with the terms thereof, hereunder and (ii) nothing in this Agreement shall prohibit the assignment by any Investor that it is capable of any performing all of its rights obligations hereunder; provided, finally, that any such assignment or delegation shall not relieve such Sponsor Party of its obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or extent not performed by such Sponsor Party’s Affiliate. (c) In the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: event that (i) (A) the aggregate amount Founder Parties reasonably determine that the Closing Conditions have all been satisfied or validly waived or (B) an award of specific performance to fund a Sponsor Party’s Equity Commitment is granted under Section 9.08 of the Equity Financing is not reduced; Merger Agreement, and (ii) the arrangements and agreements, individually a Sponsor Party: (x) does not fund all or any portion of such Sponsor Party’s Equity Commitment as set forth in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment LetterLetter or (y) asserts in writing its unwillingness to fund all or any portion of its Equity Commitment as is set forth in the Equity Commitment Letter (each, adversely affect a “Funding Breach” and such Sponsor Party who commits such Funding Breach hereinafter a “Failing Investor”), in addition to any other rights that Parent, Merger Sub or the rights of Founder Parties may have under this Agreement, the Equity Commitment Letter or under any other agreement, whether at law or equity, the Founder Parties may cause Parent or Merger Sub to enforce its rights against the other parties to provisions of the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s and Parent or Merger Sub’s rights under Sub shall enforce the provisions of the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more Letter at the direction of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIFounder Parties.

Equity Financing. (a) Subject The Purchaser has delivered to the terms Vendor true and conditions complete copies of the Equity Commitments from Sprott Inc., Xxxx Xxxxx and Augusta Investments Inc. (collectively, the “Equity Parties” and each, an “Equity Party”) to provide equity financing to the Purchaser Parent in the respective amounts set forth hereintherein. As of the date hereof, prior to no Equity Commitment has been amended or modified, and the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing on the terms and conditions set forth commitments contained in the Equity Commitments have not been withdrawn, terminated or rescinded in any respect. Each Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect and, to the knowledge of the Purchaser, is a valid and binding obligation of respective Equity Party. As of the date hereof, (x) there is no default or breach under any Equity Commitment Letter; (ii) satisfy all conditions by Purchaser Parent or, to the funding knowledge of the Purchaser, any Equity Commitment Letter that are within its control; Party, and (iiiy) comply no event or condition has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on a timely basis with its obligations the part of the Purchaser Parent or any Equity Party under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to Commitments. As of the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated byhereof, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver Purchaser has no knowledge of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit facts or prevent Parent from exercising circumstances or any of its rights under the Equity Commitment Letter without the consent of the Company, including the right reason to assign believe that any of its rights facts or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, circumstances exist that would not be reasonably likely to delay or prevent result in the Closing; (iii) equity funding contemplated in the arrangements and agreements would Equity Commitments not diminish or release being made available by the pre-Closing Date. As of the date hereof, the Equity Commitments are not subject to any conditions precedent to the obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required Parties thereunder to make the full amount of payments it the financing contemplated therein available by the Closing, or any contingencies that would permit the Equity Parties to reduce the amount of financing to be provided thereunder, other than as expressly set forth therein. As of the date hereof, there are no side letters, arrangements or other Contracts to which the Purchaser Parent or any of its Affiliates is required a party which could reasonably be expected to make pursuant to Article IIIadversely affect the availability of the financing under the Equity Commitments.

Equity Financing. (a) Subject Buyer shall not permit any assignment of any Equity Commitment Letter, or any amendment or modification to the terms and conditions set forth hereinbe made to, or any waiver of any provision or remedy under, any Equity Commitment Letter, in each case without obtaining Seller Parent’s prior to the Closingwritten consent; provided that Buyer may amend, Parent shall use its reasonable best efforts to consummate and obtain supplement or modify the Equity Financing on the terms and Commitment Letter without any such Seller Parent’s consent if such amendment supplement, modification or waiver does not (i) impose new or additional conditions set forth beyond those contained in the Equity Commitment Letter no later than as of the date Agreement Date or adversely modify any existing condition or contingency to the funding of the Equity Financing contained in the Equity Commitment Letter as of the Agreement Date, (ii) reduce the aggregate amount of the Equity Financing from that contemplated in the Closing is required Equity Commitment Letter or (iii) adversely impact the ability of Buyer to occur in accordance with Article IItimely consummate the Transactions or the ability of the Seller Parties to enforce its rights hereunder or thereunder. (b) Buyer shall take all actions and do all things necessary, proper or advisable to obtain the Equity Financing, including using reasonable best efforts to: by (i) maintain maintaining in full force and effect the Equity Commitment Letter; , (ii) satisfy complying with its obligations under the Equity Commitment Letter and (iii) satisfying on a timely basis all conditions applicable to the funding of Buyer in the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and , (v) enforce enforcing its rights under the Equity Commitment Letter. Nothing Letter to the extent permitted in this Agreement shall require, accordance with its terms and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek (vi) consummating the Equity Financing at the Closing, including by causing the Equity Investors to fund the Equity Financing at the Closing. (c) Upon written request, Buyer shall keep Seller Parent reasonably informed on a reasonably current basis in reasonable detail of all material activity concerning the Equity Financing. Without limiting the generality of the foregoing, Buyer shall promptly notify Seller Parent (A) of any breach (or threatened breach) or default (or any event or circumstance that would reasonably be expected to give rise to any breach or default) by any party to the Equity Commitment Letter of which Buyer actually becomes aware, (B) of the receipt by Buyer of any written notice or communication from any source other than the Investors counterparty toEquity Investor with respect to any breach (or threatened breach) or default (or any event or circumstance that would reasonably be expected to give rise to any breach or default), or any termination or repudiation, in each case by any amount party to an Equity Commitment Letter of any provisions of any Equity Commitment Letter, and (C) if for any reason, Buyer at any time believes it will not be able to obtain all or any portion of the Equity Financing on the terms, in excess of that the manner or from the sources contemplated by, by the Equity Commitment Letter. (bd) Parent shall notBuyer acknowledges and agrees that its obtaining the Equity Financing is not a condition to any of its Closing obligations hereunder, without the prior written consent regardless of the Company (which consent shall reasons why financing is not be unreasonably withheld, conditioned obtained or delayed), permit any amendment whether such reasons are within or modification to be made to or waiver beyond the control of any rights under the Equity Commitment LetterBuyer. For the avoidance of doubt, (i) nothing herein if the Equity Financing has not been obtained, Buyer shall prohibit or prevent Parent from exercising any continue to be obligated to consummate the Transactions on and subject to the terms and conditions contemplated by this Agreement regardless of whether Buyer has complied with all of its rights other obligations under this Agreement (including its obligations under this Section 6.09). (e) Upon request of Buyer, at the sole cost and expense of Buyer, the Seller Parties and the Companies shall cooperate and provide reasonable assistance to the Buyer and its Representatives in connection with the arrangement of any equity or debt financing sought by Buyer in connection with the Transactions, including the financing contemplated by the Equity Commitment Letter (including, without limitation, the consent production of executory financial statements to the extent not materially burdensome to provide); provided, that such requested cooperation and assistance does not unreasonably interfere with their respective businesses, impair or delay the consummation of the Company, including the right to assign any of its rights or obligations thereunder Transactions in accordance with the terms thereofhereof or require any Seller Party or its Affiliates to enter into any contract that is not contingent upon Closing or subject any Seller Party or its Affiliates to any actual or potential Liability. Buyer shall promptly reimburse (or, if reasonably requested by the Seller Parties in writing together with appropriate invoices and other documentation, pay in advance) all documented, out-of-pocket costs and expenses reasonably incurred by the Seller Parties, the Companies or their Affiliates and their respective Representatives in connection with their cooperation and assistance with respect to any financing (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under including the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (iFinancing) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIISection 6.09.

Equity Financing. (a) Subject to the terms and conditions set forth herein, prior to the Closing, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper and advisable to consummate and obtain the proceeds of the Equity Financing prior to the Outside Date on the terms and conditions set forth described in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article IILetters, including using its reasonable best efforts to: to (i) maintain in full force and effect the Equity Commitment Letter; Letters and (ii) satisfy all conditions to the funding of comply with its obligations in the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment LetterLetters. (b) In the event that all conditions contained in the Equity Commitment Letters have been satisfied (or upon such funding will be satisfied), Parent shall cause the Equity Providers to fund the Equity Financing to the extent required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date. (c) Parent shall not, without the prior written consent of the Company (which consent shall not to be unreasonably withheld, conditioned or delayed), ): (i) permit any amendment amendment, replacement, supplement or modification to be made to to, or any waiver of any rights under provision or remedy under, the Equity Commitment Letter. For Letters if such amendment, modification, waiver or remedy: (A) would add new (or otherwise expand, amend or modify any existing) conditions to the avoidance consummation of doubt, (i) nothing herein shall prohibit all or prevent Parent from exercising any portion of its rights under the Equity Commitment Letter without Financing, (B) would reduce the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; below the amount required to consummate the transactions contemplated hereby, (iiC) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect in any material respect the rights ability of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment LetterLetters as so amended, replaced, supplemented or otherwise constitute a waiver or reduction modified, relative to the ability of Parent’s or Merger Sub’s Parent to enforce its rights under against such other parties to the Equity Commitment LetterLetters as in effect on the date hereof; and or (ivD) no such additional equity provider would (A) acquire ten percent (10%) could otherwise be reasonably expected to prevent, impede or more of the equity securities of Parent or delay in any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon material respect the consummation of the Equity Financing to ParentMerger and the other transactions contemplated by this Agreement; or (ii) terminate, in accordance with or permit the termination of, any Equity Commitment Letter, unless such Equity Commitment Letter is replaced with a new commitment that, were it structured as an amendment to an existing Equity Commitment Letter, would satisfy the requirements of the foregoing Section 5.13(c)(i)(A). (d) Parent shall draw down at Closing provide the Company with prompt notice of (i) any material breach or default by any party to any Equity Commitment Letter of which Parent becomes aware or (ii) the receipt of any written notice or other written communication from any financing source with respect to any breach, default, termination or repudiation by any party to any Equity Commitment Letters of any provision thereof; provided, that any information disclosed in such amount of such Equity Financing as notice is required to make the full amount of payments it is required to make pursuant to Article IIIbeing disclosed on a confidential basis.

Equity Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub will not, without the prior written consent of the Company in its sole discretion, effect or permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letter if such amendment, modification or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Equity Financing or any other terms to the Equity Financing in a manner that would reasonably be expected to (A) delay or prevent the Closing Date or (B) make the timely funding of the Equity Financing, or the satisfaction of the conditions to obtaining the Equity Financing, less likely to occur in any respect or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the Guarantor under the Equity Commitment Letter. (b) Subject to the terms and conditions set forth herein, prior to the ClosingEffective Time, Parent and Merger Sub shall each use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to consummate and obtain the Equity Financing on the terms and conditions set forth described in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article IILetter, including using its reasonable best efforts to: to (i) maintain in full force and effect the Equity Commitment Letter; , (ii) satisfy on a timely basis all conditions to the funding of that are applicable to Parent and Merger Sub in the Equity Commitment Letter that are within its control; , (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that Closing, (iv) comply with its obligations pursuant to the Closing is required to occur in accordance with Section 2.06; Equity Commitment Letter and (v) enforce its rights under pursuant to the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or and Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty toGuarantor, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) . Parent and Merger Sub shall not, without the prior written consent of give the Company (which consent shall not be unreasonably withheldprompt notice of, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under and keep the Equity Commitment Letter. For the avoidance of doubtCompany informed on a current basis and in reasonable detail of, (i) nothing herein shall prohibit any actual or prevent Parent from exercising potential breach, default, termination or repudiation by any of its rights under party to the Equity Commitment Letter without the consent of the Companywhich Parent or Merger Sub becomes aware, including the right to assign receipt of any of its rights written notice or obligations thereunder in accordance communication with the terms thereof, respect thereto and (ii) nothing in this Agreement shall prohibit the assignment by any Investor occurrence of any of its rights an event or obligations under development that could reasonably be expected to adversely impact the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights ability of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, obtain all or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation portion of the Equity Financing at or prior to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIClosing.

Equity Financing. The Investor has delivered to the Company a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter dated as of the date of this Agreement (athe “Equity Funding Letter”) Subject from the Equity Investors to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth hereintherein in the Investor (the “Equity Financing”). As of the date of this Agreement, prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain the Equity Financing on Funding Letter has not been amended or modified, no such amendment or modification is contemplated and the terms and conditions set forth commitments contained therein have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Equity Funding Letter, in the Equity Commitment Letter no later than the date that the Closing form so delivered, is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect and is a legal, valid and binding obligation of the Investor, enforceable in accordance with their terms, and, to the knowledge of the Investor, the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity. The Company is not obligated to pay any commitment fees or other fees in connection with the Equity Commitment Letter; (ii) satisfy all conditions to the funding of the Equity Commitment Funding Letter that are within its control; (iii) comply payable on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letterof this Agreement. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek The net proceeds contemplated by the Equity Financing from any source other than will, together with cash and cash equivalents available to the Investors counterparty toInvestor, or in any amount in excess be sufficient to pay the Purchase Price upon the terms contemplated by this Agreement. As of that contemplated bythe date of this Agreement, the Investor has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it contained in the Equity Commitment Funding Letter. (b) Parent shall not, without the prior written consent . As of the Company (which consent shall not be unreasonably withhelddate of this Agreement, conditioned no event has occurred which, with or delayed)without notice, permit any amendment lapse of time or modification to be made to both, would constitute a default or waiver of any rights under breach on the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent part of the Company, including the right to assign Investor under any of its rights term or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount condition of the Equity Financing is not reduced; (ii) the arrangements and agreementsFunding Letter or that would, individually or in the aggregate, would permit the Equity Investors to terminate, or to not make the initial funding of the facilities to be reasonably likely established thereunder upon satisfaction of all conditions thereto. Except as set forth in the Equity Funding Letter, there are no (i) conditions precedent to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing respective obligations of the parties Equity Investors to fund the full amount of the Equity Financing; or (ii) contractual contingencies under any agreements, side letters or arrangements relating to the Equity Commitment Letter, adversely affect Financing to which either the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent Investor or any of its Subsidiaries or (B) be granted Affiliates is a right party that would permit the Equity Investors to designate any member reduce the total amount of the board Equity Financing, or that would materially and adversely affect the availability of directors or other governing body the Equity Financing. The Equity Funding Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof in accordance with the terms and conditions of Parent the Equity Funding Letter as of the date of this Agreement. The Investor acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding the Investor’s or any of its Subsidiaries. Upon other Person’s ability to obtain financing for the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIITransactions.

Equity Financing. (a) Subject to On the terms and subject to the conditions of this Agreement, each of Parent and Merger Sub will not, without the prior written consent of the Company, effect or permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letter if such amendment, modification or waiver could be expected to (i) reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Equity Financing or any other terms to the Equity Financing in a manner that would reasonably be expected to (A) materially delay or prevent the Closing or (B) make the timely funding of the Equity Financing, or the satisfaction of the conditions to obtaining the Equity Financing, less likely to occur in any material respect or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the Equity Commitment Party under the Equity Commitment Letter. (b) On the terms and subject to the conditions set forth herein, prior to the ClosingEffective Time, Parent and Merger Sub shall each use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to consummate and obtain the Equity Financing on the terms and conditions set forth described in the Equity Commitment Letter no later than the date that the Closing is required to occur in accordance with Article IILetter, including using its reasonable best efforts to: to (i) maintain in full force and effect the Equity Commitment Letter; , (ii) satisfy on a timely basis all conditions to the funding of that are applicable to Parent and Merger Sub in the Equity Commitment Letter that are within its control; , (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that Closing, (iv) comply with its obligations pursuant to the Closing is required to occur in accordance with Section 2.06; Equity Commitment Letter and (v) enforce its rights under pursuant to the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or and Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty toEquity Commitment Parties, or in any amount in excess of that the aggregate amount contemplated by, the Equity Commitment Letter. (b) . Parent and Merger Sub shall not, without the prior written consent of give the Company (which consent shall not be unreasonably withheldprompt notice of, conditioned or delayed), permit any amendment or modification to be made to or waiver and keep the Company informed on a reasonably current basis and in reasonable detail of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit any actual or prevent Parent from exercising potential breach, default, termination or repudiation by any of its rights under party to the Equity Commitment Letter without the consent of the Companywhich Parent or Merger Sub becomes aware, including the right to assign receipt of any of its rights written notice or obligations thereunder in accordance communication with the terms thereofrespect thereto, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor occurrence of any of its rights an event or obligations under development that could be expected to adversely impact the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights ability of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, obtain all or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation portion of the Equity Financing at or prior to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIClosing.

Equity Financing. (a) Subject Each of Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Equity Financing in an amount required to satisfy the Required Amount not later than the Closing Date on the terms and conditions set forth herein, prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain described in or contemplated by the Equity Financing Commitment Letter or on other terms with respect to conditionality that are not less favorable to Parent than the terms and conditions set forth in the Equity Commitment Letter no later than as of the date that the Closing is required to occur of this Agreement and otherwise on terms and conditions as would not have any result, event or consequence described in accordance with Article IIany of clauses (A) through (C) of Section 6.12(c), including using reasonable best efforts to: to (i) maintain in full force and effect the Equity Commitment Letter; Letter and the Limited Guarantee, (ii) satisfy and comply with on a timely basis (except to the extent that Parent and Merger Sub have obtained the waiver of) all conditions precedent to the funding or investing of the Equity Financing required to pay the Required Amount applicable to Parent or Merger Sub in the Equity Commitment Letter that are within its control; their control that are to be satisfied by Parent or Merger Sub, (iii) comply on a timely basis with its obligations under if all of the conditions precedent to the funding of the Equity Commitment Letter; (iv) Financing are satisfied, consummate the Equity Financing in an amount required to pay the Required Amount or enforce the Limited Guarantee at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (viv) enforce its rights under the Equity Commitment LetterLetter and the Limited Guarantee. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Neither Parent or nor Merger Sub be deemed shall release or construed consent to require, either Parent or Merger Sub the termination of the obligations of the Investor to seek provide the Equity Financing from to the extent such release or termination would result in Parent and Merger Sub not having sufficient funds (after taking into account any source other than available Equity Financing and Debt Financing) to pay the Investors counterparty to, Required Amount or in any amount in excess to the termination of that contemplated by, obligations under the Equity Commitment LetterLimited Guarantee. (b) [Reserved]. (c) Neither Parent nor Merger Sub shall notpermit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, (i) the Equity Commitment Letter (other than to increase the amount of Equity Financing available thereunder) or (ii) the Limited Guarantee, in each case, without the prior written consent of the Company (which consent shall not be unreasonably withheldCompany, conditioned or delayed)if such amendment, permit any amendment or restatement, supplement, termination, modification to be made to or waiver would (A) impose new or additional conditions precedent to the funding of the Financing or would otherwise materially and adversely change, amend, modify or expand any of the conditions precedent to the funding of the Financing, (B) be reasonably expected to prevent or materially delay the availability of all or a portion of the Equity Financing necessary to pay the Required Amount or the consummation of the transactions contemplated by this Agreement, (C) reduce the aggregate amount of the Equity Financing below the amount necessary to pay the Required Amount or (D) otherwise adversely affect the ability of Parent or Merger Sub to enforce their rights under the Equity Commitment Letter. For purposes of this Agreement (other than with respect to representations in this Agreement made by Parent or Merger Sub that speak as of the avoidance date of doubtthis Agreement), references to (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the “Equity Financing” will include the financing contemplated by the Equity Commitment Letter without the consent of the Companyas permitted by this Section 6.12 to be amended, including the right to assign any of its rights restated, replaced, supplemented or obligations thereunder in accordance with the terms thereof, otherwise modified or waived and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the “Equity Commitment Letter” shall include such document as permitted by this Section 6.12(c) to be amended, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letterrestated, replaced, supplemented or otherwise constitute a waiver modified or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; waived, in each case from and (iv) no after such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors amendment, restatement, replacement, supplement or other governing body of Parent modification or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIwaiver.

Equity Financing. (a) Subject to the terms and conditions set forth herein, prior to the Closing, Parent Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate and obtain the Equity Financing in full not later than the Closing Date on the terms and conditions described in or contemplated by the Equity Commitment Letter or on other terms with respect to conditionality that are not less favorable to Purchaser than the conditions set forth in the Equity Commitment Letter no later than as of the date that the Closing is required to occur of this Agreement and otherwise on terms and conditions as would not have any result, event or consequence described in accordance with Article IIany of clauses (i) through (iv) of Section 7.10(b), including using reasonable best efforts to: to (i) maintain in full force and effect the Equity Commitment Letter; , (ii) satisfy and comply with on a timely basis (except to the extent that Purchaser shall have obtained the waiver of) all conditions precedent to the funding or investing of the Equity Financing required in the Equity Commitment Letter that are within its control; control that are to be satisfied by Purchaser, (iii) comply on a timely basis with its obligations under if all of the conditions precedent to the funding of the Equity Commitment Letter; (iv) Financing are satisfied, consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (viv) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement Purchaser shall require, and in no event shall not release or consent to the reasonable best efforts termination of Parent or Merger Sub be deemed or construed the obligations of the Investor to require, either Parent or Merger Sub to seek provide the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment LetterFinancing. (b) Parent Purchaser shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheldCompany, conditioned agree to, or delayed)permit, permit any amendment amendment, restatement, replacement, supplement, or other modification to be made to of, or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubtor consent under, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements other documentation relating to the Equity Financing to add other equity providersthat would, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) reasonably be expected to adversely affect Purchaser’s ability to consummate the Transactions; (ii) reduce the aggregate amount of the Equity Financing is not reducedFinancing; (iiiii) impose new or additional conditions beyond the arrangements and agreements, individually or conditions precedent to the Equity Financing as set forth in the aggregateEquity Commitment Letter; or (iv) reasonably be expected to prevent, would not delay, impede or impair the Closing. Purchaser shall promptly deliver to the Company copies of any amendment, restatement, replacement, supplement, or other modification of, or waiver or consent under, the Equity Commitment Letter or other documentation relating to the Equity Financing. Neither Purchaser nor any of its Affiliates shall take any action that could reasonably be reasonably likely expected to materially delay or prevent the consummation of the Equity Financing. (c) Purchaser acknowledges and agrees that obtaining the Equity Financing is not a condition to the Closing. If the Equity Financing has not been funded, Purchaser will continue to be obligated, subject to the satisfaction or waiver (to the extent waivable) of the conditions set forth in Article VIII and ‎Annex I, to consummate the Transactions. (d) Purchaser shall give the Company and Sellers prompt notice following Purchaser obtaining knowledge (A) of any material breach (or threatened material breach) or material default (or any event or circumstance that, with or without notice or lapse of time, or both, would reasonably be expected to give rise to any material breach or material default) by any party to the Equity Commitment Letter; (iiiB) the arrangements and agreements would not diminish or release the pre-Closing obligations of the any dispute among any parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties Letter with respect to the Equity Commitment Letter, Letter or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment LetterFinancing; and (ivC) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent if for any reason Purchaser at any time believes that it will not be able to obtain all or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation portion of the Equity Financing necessary to Parent, consummate the transactions contemplated hereby. Purchaser will provide any information reasonably requested by the Company or Sellers relating to any of the circumstances referred to in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing previous sentence as is required soon as reasonably practical after the date that the Company or Sellers deliver a written request therefor to make the full amount of payments it is required to make pursuant to Article IIIPurchaser.

Equity Financing. (a) Subject Parent shall, and shall cause its Affiliates to, take, or cause to the terms be taken, all actions and conditions set forth hereinto do, prior or cause to the Closingbe done, Parent shall use its reasonable best efforts all things necessary, proper or advisable to consummate and obtain the Equity Financing on the terms and conditions set forth described in the Equity Commitment Letter, including, but not limited to, using reasonable best efforts to (i) maintain in effect the Equity Commitment Letter, (ii) satisfy on a timely basis all conditions that are applicable to Parent and its Subsidiaries in the Equity Commitment Letter no later than and comply with its obligations thereunder and not take or fail to take, directly or indirectly, any action that would be reasonably expected to prevent or impede or delay the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; (ii) satisfy all conditions to the availability or funding of the Equity Commitment Letter that are within its control; Financing to Parent on the Closing Date and (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur diligently and in accordance with Section 2.06; and (v) good faith enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) In the event that all conditions to the Equity Financing have been satisfied, Parent shall notuse its reasonable best efforts to cause the Guarantors to fund the Equity Financing on the Closing Date (including by taking enforcement action, without which shall include but is not limited to specific performance, to cause the prior written consent of Guarantors to fund the Company Equity Financing). (which consent c) Parent shall not be unreasonably withheldhave the right to amend, conditioned replace, supplement or delayed)otherwise modify, permit any amendment or modification to be made consent to or waiver of waive any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit provision or prevent Parent from exercising any of its rights under under, the Equity Commitment Letter without the if such amendment, replacement, supplement, modification, consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: waiver would (i) reduce the aggregate amount of the Equity Financing is from that contemplated in the Equity Commitment Letter to an amount that would not reduced; enable Parent to meet its obligations under this Agreement, including under Article II, and to consummate the transactions contemplated hereby and to pay all fees and expenses reasonably expected to be incurred in connection herewith and with the Equity Financing, (ii) impose new or additional conditions or other terms or otherwise expand upon the arrangements and agreements, individually or conditions precedent to the Equity Financing as set forth in the aggregateEquity Commitment Letter, would not be reasonably likely to delay or prevent the Closing; (iii) prevent or impede or delay the arrangements and agreements would not diminish or release the pre-Closing obligations consummation of the parties transactions contemplated by this Agreement or make the timely funding of the Equity Financing or satisfaction of the conditions to obtaining the Equity Financing less likely to occur, or (iv) adversely impact the ability of Parent to enforce its rights against the Guarantors when required pursuant to this Agreement. Parent shall promptly deliver to the Company a true and complete copy of any such amendment or modification. (d) Parent shall give the Company prompt oral and written notice (but in any event not later than 24 hours after the occurrence or discovery thereof) (i) of any breach, default, termination or repudiation by any party to the Equity Commitment Letter of which Parent becomes aware, (ii) of the receipt by Parent of any notice or other communication from any Person with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Equity Commitment Letter, adversely affect of any provisions thereof or (B) material dispute or disagreement between or among any parties to the rights of Parent Equity Commitment Letter that could reasonably be expected to result in an actual or Merger Sub to enforce its rights against the other parties potential breach, default, termination or repudiation by any party to the Equity Commitment Letter, or otherwise constitute any provisions thereof, and (iii) of the occurrence of any event or development that Parent expects to have a waiver material and adverse impact on the ability of Parent to obtain on a timely basis all or reduction any portion of Parent’s the Equity Financing contemplated by the Equity Commitment Letter on the terms, in the manner or Merger Sub’s rights under from the sources contemplated by the Equity Commitment Letter; . (e) Parent acknowledges and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation agrees that receipt of the Equity Financing is not a condition to Parent, its obligation to consummate the Merger; it being understood and agreed that the Company’s sole remedies in accordance with the event the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing is not received are as is required to make the full amount of payments it is required to make pursuant to Article IIIset forth in Section 7.3(c) and Section 8.12(b).

Equity Financing. (a) Subject Section 5.23 of the Acquiror and Merger Sub Schedules sets forth a complete list of the Equity Investors entering into Subscription Agreements that as of the date hereof pursuant to which the Equity Investors have committed, subject solely to the terms and conditions set forth hereinthereof and expressly stated therein, to acquire Acquiror Common Stock immediately prior to the Closing. Acquiror has delivered, Parent shall use its reasonable best efforts or will deliver promptly after the execution and delivery of this Agreement and in any event no later than the end of the day following the date of this Agreement, to consummate the Company true, complete and obtain correct copies of the Equity Financing on the terms and conditions executed Subscription Agreements. Except as set forth in the Equity Commitment Letter Subscription Agreements, there are no later than conditions precedent to the date that the Closing is required to occur in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect obligations of the Equity Commitment Letter; (ii) satisfy all Investors to provide the Equity Financing or any contingencies that would permit the Equity Investors to reduce the total amount of the Equity Financing. There are no other agreements, side letters or arrangements relating to the Equity Financing to which Acquiror or any of its Affiliates is a party that could impose conditions to the funding of the Equity Commitment Letter Financing, other than those set forth in the Subscription Agreements. As of the date hereof, Acquiror does not have any reason to believe that are within its control; (iii) comply it will be unable to satisfy on a timely basis with its obligations all conditions to be satisfied by it in the Subscription Agreements at the time it is required to consummate the Closing hereunder. None of the executed Subscription Agreements have been modified, altered or amended, nor, to the knowledge of Acquiror, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the Equity Commitment Letter; (iv) consummate the Equity Financing at executed Subscription Agreements have been withdrawn, terminated or rescinded prior to the date that of this Agreement. The Subscription Agreements are (or shall be when executed) (as to Acquiror and to the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (b) Parent shall not, without the prior written consent knowledge of the Company (which consent shall not be unreasonably withheldAcquiror, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties thereto) valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, which would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Acquiror under the terms and conditions of the Subscription Agreements, other than any such default, breach or failure that has been irrevocably waived by the applicable Equity Investor or otherwise cured in a timely manner by Acquiror to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount satisfaction of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article IIIInvestor.

Equity Financing. (a) Subject Westaim shall use reasonable commercial efforts, subject to the terms and conditions set forth hereinin this Agreement, to complete the Equity Financing for Equity Financing Gross Proceeds of $15,000,000 and, if requested by the Companies, will retain a registered securities dealer (the “Agent”) acceptable to the Companies, as agent or underwriter, pursuant to an agency or underwriting agreement (the “Agency Agreement”) containing terms, conditions, representations, warranties and indemnities customary in a transaction of like nature and satisfactory to each of the Parties, acting reasonably. The Equity Financing shall be completed on a private placement basis and no prospectus or similar disclosure document will be prepared by Westaim or the Companies in connection with the Equity Financing. The documentation, including, without limitation, the Equity Financing Subscription Agreements, used to implement the Equity Financing shall be satisfactory to Westaim and to the Companies, acting reasonably, and Westaim and Companies agree that: (i) the Equity Financing Subscription Agreements shall provide that each subscriber for Equity Financing Shares shall deposit funds equal to the product of the number of Equity Financing Shares subscribed for by such subscriber and the Equity Financing Offering Price with Burnet, Xxxxxxxxx & Xxxxxx LLP (or such other Person as the Companies and Westaim shall agree to, acting reasonably), in trust, on or before 5:00 p.m. (Calgary time) on the date that is two days prior to the Closing, Parent shall use its reasonable best efforts to consummate and obtain date of the Westaim Meeting; (ii) the Equity Financing on the terms and conditions set forth Subscription Agreements, once executed by a subscriber for Equity Financing Shares, will be irrevocable by such subscriber; (b) Westaim shall take all actions in connection with the Equity Commitment Letter no later than Financing as may be reasonably requested by the date that Companies, from time to time, and shall, without limitation to the Closing is required to occur in accordance with Article II, including using reasonable best efforts toforegoing: (i) maintain in full force advance and effect market the Equity Commitment LetterFinancing in compliance with Securities Laws; (ii) satisfy cooperate with the Companies and all conditions to participating third parties and negotiate in good faith all necessary or appropriate agreements, including any Agency Agreement (if required); and (iii) cause the funding attendance by its officers, as necessary, at due diligence sessions held by the Agent (if any) or other advisors in respect of the Equity Commitment Letter that are within its control; (iii) comply on a timely basis with its obligations under the Equity Commitment Letter; (iv) consummate the Equity Financing at or prior to the date that the Closing is required to occur in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment LetterFinancing. (b) Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Equity Commitment Letter. For the avoidance of doubt, (i) nothing herein shall prohibit or prevent Parent from exercising any of its rights under the Equity Commitment Letter without the consent of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.

Equity Financing. (a) Subject Buyer acknowledges that it shall be fully responsible for obtaining the Equity Financing and shall take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the terms and conditions set forth hereinEquity Financing, prior to including (i) maintaining in effect the ClosingEquity Commitment Letter, Parent shall use its (ii) using reasonable best efforts to consummate ensure the accuracy of all representations and obtain the Equity Financing on the terms and conditions warranties of Buyer, if any, set forth in the Equity Commitment Letter no later than the date that the Closing is required to occur Letter, (iii) complying with all covenants and agreements of Buyer set forth in accordance with Article II, including using reasonable best efforts to: (i) maintain in full force and effect the Equity Commitment Letter; , (iiiv) satisfy satisfying on a timely basis all conditions applicable to Buyer set forth in the Equity Commitment Letter, and (v) consummating the Equity Financing contemplated by the Equity Commitment Letter (subject to the funding conditions set forth therein) at or prior to the Closing. (b) Buyer shall not amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Commitment Letter that are without the prior written consent of Seller. Buyer agrees to notify Seller promptly, and in any event within its control; one Business Day, if at any time prior to the Closing Date (iiii) comply on a timely basis with its obligations under the Equity Commitment Letter expires or is terminated for any reason (or if any Person attempts or purports to terminate the Equity Commitment Letter; , whether or not such attempted or purported termination is valid) or (ivii) consummate Sponsor refuses to provide the full Equity Financing at or prior to on the date that the Closing is required to occur terms set forth in accordance with Section 2.06; and (v) enforce its rights under the Equity Commitment Letter. Nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to seek the Equity Financing from any source other than the Investors counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. (bc) Parent shall not, without Buyer acknowledges and agrees that neither the prior written consent obtaining of the Company (which consent shall not be unreasonably withheldEquity Financing nor any alternative financing is a condition to the Closing, conditioned or delayed), permit any amendment or modification and reaffirms its obligation to be made to or waiver consummate the transactions contemplated hereby irrespective and independently of any rights under the availability of the Equity Commitment Letter. Financing or any alternative financing. (d) For the avoidance of doubt, (i) nothing herein the obligations contained in this Section 8.14 shall prohibit or prevent Parent from exercising any of its rights under terminate upon the Equity Commitment Letter without the consent occurrence of the Company, including the right to assign any of its rights or obligations thereunder in accordance with the terms thereof, and (ii) nothing in this Agreement shall prohibit the assignment by any Investor of any of its rights or obligations under the Equity Commitment Letter in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent and Merger Sub may enter discussions regarding, and may enter into arrangements and agreements relating to the Equity Financing to add other equity providers, so long as in respect of any such arrangements and agreements, the following conditions are met: (i) the aggregate amount of the Equity Financing is not reduced; (ii) the arrangements and agreements, individually or in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) the arrangements and agreements would not diminish or release the pre-Closing obligations of the parties to the Equity Commitment Letter, adversely affect the rights of Parent or Merger Sub to enforce its rights against the other parties to the Equity Commitment Letter, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letter; and (iv) no such additional equity provider would (A) acquire ten percent (10%) or more of the equity securities of Parent or any of its Subsidiaries or (B) be granted a right to designate any member of the board of directors or other governing body of Parent or any of its Subsidiaries. Upon the consummation of the Equity Financing to Parent, in accordance with the Equity Commitment Letter, Parent shall draw down at Closing such amount of such Equity Financing as is required to make the full amount of payments it is required to make pursuant to Article III.