Common use of Financing Clause in Contracts

Financing. 4.1 The Buyer has delivered to the Sellers true, correct and complete copies, as of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02(b), Parent will have available to it at the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Merger and to pay the aggregate Merger Consideration to the Exchange Agent and any other amounts required to be paid by Parent in connection with the consummation of the transactions contemplated hereby to which it is a party and to pay all related fees and expenses of Parent and Merger Sub, including any repayment or refinancing of any outstanding indebtedness of Parent, the Company, and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (such amounts, the “Merger Amounts”), and there is no restriction on the use of such cash, available lines of credit or other sources of immediately available funds for such purposes. Parent has accepted and delivered to the Sellers Company a true, complete and correct copy, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter, dated as of the date hereof, from Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Commitment Parties”) to Parent (the “Commitment Letter”), pursuant to which the Commitment Parties have committed, upon the terms and subject to the conditions set forth therein (subject to any “market flex” provisions included in the fee letters dated the date hereof referred to therein (collectively, the “Fee Letter”), true and complete copiescopies of each of which have been delivered to the Company redacted only with respect to fees, as economic terms, pricing caps, “market flex” and other provisions that are customarily redacted in connection with transactions of this type and that would not in any event adversely affect the conditionality, enforceability, availability, termination or amount of the Financing), to provide the financing set forth in the Commitment Letter (the “Financing”). The Financing, when funded in accordance with the Commitment Letter and giving effect to any “market flex” provision in or related to the Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date in an amount at least equal to the Merger Amounts As of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) Commitment Letter has not been amended or modified in any manner prior to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada Agreement (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”nor is any such amendment or modification contemplated except (i) to provide, subject solely add additional commitment parties as expressly contemplated in the Commitment Letter or (ii) to the terms and conditions therein, debt financing in include commitments with respect to a revolving credit facility (or an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”amendment of Parent’s existing revolving credit facility). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein), and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such the Commitment Letter have not been withdrawn, terminated or rescinded in any respect. Neither Parent nor Merger Sub has entered into any agreement, side letter, contract or other understandings or arrangement relating to the Financing Letters remain other than as set forth in the Commitment Letter and the Fee Letter or as permitted under Section 6.11. The Commitment Letter is in full force and effect and have not been withdrawn represents a valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent and Merger Sub, a valid, binding and enforceable obligation of the Commitment Parties, to provide the financing contemplated thereby subject only to the satisfaction or rescinded waiver of the conditions precedent set forth in any respect. 4.4 The Buyer the Commitment Letter and, in each case, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors or by general principles of equity. Parent has fully paid (or caused to be fully paid) any and all commitment fees or and other fees due in connection with the Financing amounts, if any, that are due and payable on or prior to the date hereof and of this Agreement in connection with the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretoFinancing. As of the date of this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in Article III such that the condition set forth in Section 7.02(a) is satisfied, the performance by the Company of its obligations under this Agreement such that the condition set forth in Section 7.02(b) is satisfied, and the satisfaction of the conditions set forth in Section 7.01, and assuming completion of the Marketing Period, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could would reasonably be expected to): (a) to constitute a breach or default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4Parent, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions or, to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedKnowledge of Parent or Merger Sub, any other party thereto under the Commitment Letter. As of the date of this Agreement, assuming the Buyer has not received any written notice from any person with respect to accuracy of the actual or potential breach or default representations and warranties set forth in Article III such that the condition set forth in Section 7.02(a) is satisfied, the performance by the Buyer’s Group Undertakings or any other party to any Company of its obligations under this Agreement such that the condition set forth in Section 7.02(b) is satisfied, and the satisfaction of the Financing Letters of any provision of any conditions set forth in Section 7.01, and assuming completion of the Financing Letters. As of the date of this AgreementMarketing Period, the Buyer neither Parent nor Merger Sub has no any reason to believe that Parent will be unable to satisfy on a timely basis any of the conditions to the Financing to be satisfied pursuant to the Commitment Letter on or prior to the Closing Date, nor does Parent have Knowledge that any of the Financing Sources will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder thereunder. There are no conditions precedent or other contingencies related to the failure of any funding of the full amount of the Financing (including pursuant to any “market flex” provisions included in the Fee Letter), other than the conditions to the Buyer’s obligation to Completion precedent expressly set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect Commitment Letter delivered to the Company means thaton the date hereof. Parent and Merger Sub understand and acknowledge that under the terms of this Agreement, as Parent’s and Merger Sub’s obligations to consummate the Merger are not in any way contingent upon or otherwise subject to Parent’s or Merger Sub’s consummation of any date financing arrangements, Parent’s or Merger Sub’s obtaining of determination: (i) any financing or the amount availability, grant, provision or extension of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required any financing to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged Parent or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureMerger Sub. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer Parent has delivered to provided the Sellers true, correct Company true and complete copies, as copies of the date of this Agreement, of: (a) fully executed commitment letters dated on or prior to the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, each, an “Equity Funding Letter” and, collectively, the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, each Guarantor providing for an “Equity Provider,” and collectively the “Equity Provider Group”) to provideequity investment in Parent, subject solely to the terms and conditions therein, equity financing in cash in the aggregate amount amounts set forth therein (being collectively referred to as the “Equity Financing”); ) and (b) fully executed commitment letters and redacted forms of fee letters, Redacted Fee Letters dated as of on or prior to the date of this Agreementhereof (together with all exhibits, from JPMorgan Chase Bankannexes, N.A.schedules and term sheets attached thereto, Barclays Bank PLC and Royal Bank of Canada (each a “Debt Commitment Letter” and, collectively, the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide), from the financial institutions identified therein (the “Commitment Parties”), providing, subject solely to the terms and conditions therein, for debt financing financing, in an aggregate amount each case, in the amounts set forth therein (being collectively referred to as the “Debt Financing,” and and, together with the Equity Financing Financing, collectively referred to as the “Financing”). The Each of the Financing Letters contain all is valid, binding and, to the Knowledge of Parent, enforceable by Parent against the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date hereof, each of the Financing Letters is in full force and effect and the respective obligations and commitments therein have not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the date hereof, no event has occurred which (with or without notice, lapse of time, or both) would reasonably be expected to constitute a breach in any material respect or default on the part of Parent or, to the Knowledge of Parent, any of the other parties thereto under the Financing Letters or otherwise result in any portion of the Financing contemplated thereby, as applicable, to be unavailable or delayed. Subject to the satisfaction of the conditions precedent to the obligations contained in Section 7.01 and Section 7.03 hereof, as of the parties thereunder date hereof, Parent has no reason to make Financing available to believe that any of the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with conditions in any person relating to the availability of the Financing at CompletionLetters will not be satisfied or that any of portion of the Financing will not be made available thereunder on a timely basis in order to consummate the Transactions. As of the date hereof, other than as expressly identified none of the Guarantors or the Commitment Parties has notified Parent of its intention to terminate any of its obligations under the applicable Financing Letter or not to provide the applicable Financing. Assuming (A) the satisfaction of the conditions in Sections 7.01 and 7.03 hereof and (B) that the Financing is funded in accordance with the terms of the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the extent permitted by this Agreementmaximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter), will be sufficient for the Buyer to pay the aggregate Purchase PriceMerger Consideration, the refinancing of any credit facility or other Indebtedness of the Company or any Company Subsidiary that will not continue after the Effective Time, the payment of any fees and expenses of or payable by Parent, and any other amounts required to be paid by Parent in connection with the completion consummation of the Transactions Transactions. Parent has paid in full any and all commitment or other fees required by the Financing Letters that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no side letters or other Contracts, arrangements or understandings to which Parent, any Guarantor or any of their respective Affiliates is a party related fees to the Financing (other than as expressly contained in the Financing Letters and expenses. 4.3 As of delivered to the Company prior to the date of this Agreement: (a) none that would permit the Commitment Parties to reduce the total amount of the Financing, or that would affect the availability or conditionality of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any material respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer has delivered to the Sellers true, correct and complete copies, as of the date of this Agreement, of: (a) executed commitment letters (The net proceeds of the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively loans under the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersBridge Credit Agreement, dated as of the date of this Agreementhereof, from by and among the lenders party thereto, JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank as administrative agent (including any of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letterstheir respective successors under such facility, the “Financing LettersSources”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein Verizon (being collectively referred to as the “Debt Financing,” Loan Facility”), when funded in accordance with its terms and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer cash on the terms thereinhand (whether from debt issuances, and there are no side letters equity issuances, operations or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability sources) of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, Verizon and/or the net proceeds contemplated by of any Replacement Financing, will, in the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will aggregate, be sufficient for the Buyer to pay payment of the aggregate Purchase Price, Cash Consideration and any other amounts required to be paid in connection with the completion consummation of the Transactions and transactions contemplated hereby, including the payment of all related fees and expenses. 4.3 As (b) Verizon has delivered to Vodafone true, correct and complete fully executed copies of the Loan Facility, including all exhibits, schedules, annexes and amendments to such Loan Facility in effect as of the date of this Agreement: Agreement (athe Loan Facility, and all exhibits, schedules, annexes and amendments thereto are collectively referred to as the “Financing Documents”), pursuant to which the lenders party thereto have severally agreed, subject to the conditions set forth therein, to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) none of for the purposes set forth in such Loan Facility. No Financing Letters Document has been amended (amended, restated or otherwise modified or waived prior to the date of this Agreement, and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such the Loan Facility have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date hereof, the Financing Letters remain Documents are in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC each of Verizon and, to the Knowledge of Verizon, the other parties thereto, except as enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar federal and state Laws generally affecting the rights and remedies of creditors and general principles of equity, whether considered in accordance a proceeding at law or in equity. There are no conditions precedent (including pursuant to any “flex” provisions) to the funding of the full amount of the Financing or the Replacement Financing, other than the satisfaction of the conditions contained in Sections 3.01 and 3.02 of the Loan Facility (or, in respect of certainty of funding, such substantially equivalent conditions (or conditions that are more favorable to Verizon) as may appear in any Replacement Financing Document). As of the date hereof, there are no side letters or other contracts or arrangements related to the Financing that could adversely affect the availability of the Financing. As of the date hereof, no event has occurred which would constitute a breach or default (or an event which with its termsnotice or lapse of time or both would constitute a breach or default), in each case, on the part of Verizon under the Financing Documents or, to the Knowledge of Verizon, any other party to the Financing Documents. Finance LLC has all requisite power As of the date hereof, subject to the satisfaction of the conditions contained in Section 3.01 and authority 3.02 of the Loan Facility (or, in respect of certainty of funding, such substantially equivalent conditions (or conditions that are more favorable to (iVerizon) carry on its business as now being conductedmay appear in any Replacement Financing Document), (ii) execute, deliver and perform Verizon does not have any reason to believe that the Seller Subordinated Notefunds necessary for the payment of the Cash Consideration, and (iii) take all action as may any other amounts required to be necessary to complete paid in connection with the consummation of the transactions contemplated by hereby, including the Seller Subordinated Notepayment of all related fees and expenses, will not be available to Verizon on the Closing Date. Verizon has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Documents.

Financing. 4.1 The Buyer has delivered to the Sellers true, correct and complete copies, as of the date of this Agreement, of: (a) executed commitment letters (As and when needed, Parent will have the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer funds necessary to pay the aggregate Purchase PriceCash Consideration, the Company Equity Award Consideration, payment in respect of the Company Performance Cash Awards, any repayment or refinancing of debt contemplated by this Agreement or required in connection with the transactions contemplated hereby (including, for the avoidance of doubt, any offers to repurchase outstanding debt upon a change of control or fundamental change and conversions of the Company Convertible Notes) and any other amounts required to be paid in connection with the completion consummation of the Transactions transactions contemplated hereby and to pay all related fees and expensesexpenses of Parent and Merger Sub, and there is no restriction on the use of such cash for such purposes. 4.3 (b) Parent has delivered to the Company, prior to the date of this Agreement, a true, correct and complete copy of an executed commitment letter among Parent and those financial institutions party to the Commitment Letter (together with their permitted assignees under the Commitment Letter, the “Lenders”), including all exhibits, schedules and annexes thereto, and a customarily redacted Fee Letter none of which redacted terms would reasonably be expected to adversely affect the availability or aggregate principal amount of the debt financing contemplated by such commitment letter) regarding the terms of the debt financing to be provided thereby (collectively, the “Commitment Letter”), pursuant to which the parties thereto (other than Parent) have committed to provide, subject to the terms and conditions set forth therein, debt financing in the amounts set forth therein. As of the date of this Agreement: , (ai) the Commitment Letter is (A) a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, each of the other parties thereto, (B) enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except in each case as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, and (C) in full force and effect, (ii) the Commitment Letter has not been amended or modified, (iii) none of the Financing Letters has been amended (respective obligations and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not the Commitment Letter has been withdrawn withdrawn, terminated or rescinded in any respect. 4.4 The Buyer respect (other than any reduction or termination in each case in accordance with the express terms of the Commitment Letter as in effect on the date hereof), and no such amendment, modification, withdrawal, termination or rescission is contemplated by Parent or, to the Knowledge of Parent, by any other party thereto that would be reasonably likely to adversely affect the amount or availability thereof and (iv) no event has occurred which (with or without notice or lapse of time, or both) would or would reasonably be expected to constitute a default or breach or to the Knowledge of Parent, a failure to satisfy a condition precedent on the part of Parent or, to the Knowledge of Parent, any other parties thereto under the Commitment Letter. Parent has fully paid (or caused to be fully paid) any and all commitment fees or other fees due in connection with the Financing Commitment Letter that are payable on or prior to the date hereof hereof, and will pay in full any such amounts due on or before the Financing Letters Closing Date in accordance with the terms thereof. There are no agreements, side letters or arrangements to which Parent is a party that could affect the valid, binding and enforceable obligations availability of the Buyer, debt financing contemplated by the Commitment Letter on the Closing Date. There are no conditions precedent or other contingencies between Parent and any other party to the knowledge Commitment Letter related to the funding of the Buyer, the other parties thereto. As full amount of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would debt facilities contemplated by the Commitment Letter (or could reasonably be expected to): (aincluding any “flex” provisions in the Fee Letter) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent other than expressly set forth in any Financing the Commitment Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer Parent has no reason to believe that any of it will be unable to satisfy the conditions or contingencies to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated funding contained in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureCommitment Letter. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer has delivered to the Sellers true, correct and complete copies, as of the date of this Agreement, of: (a) executed A true, complete and correct copy of the debt commitment letters letter, dated August 24, 2017 (as may be amended or replaced, in each case subject to the terms of Section 5.14(a), the “Debt Commitment Letter”) as in effect on the date hereof has been provided to Seller. (b) A true, complete and correct copy of the investment agreement between Buyer, CD&R Boulder Holdings, L.P. and Xxxxxxx, Dubilier & Rice Fund IX, L.P., dated August 24, 2017 (as may be amended or replaced, in each case subject to the terms of Section 5.14(a), the “Equity Funding LettersCommitment Letter”) from Silver Lake Partners III Cayman as in effect on the date hereof has been provided to Seller. (AIV III)c) A true and complete copy of each fee letter related to the Commitment Letters as in effect on the date hereof has been provided to Seller, L.P.except for customary redactions solely in respect of the amounts, CPP Investment Board Private Holdings Inc.percentages and basis points of compensation and other similar economics set forth therein, Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, the pricing and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively other terms of the “Equity Provider Group”) to provide, subject solely to flex” provisions and the terms and conditions therein, equity financing in the aggregate amount “securities demand” provisions set forth therein (being collectively referred to as none of which would impact the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersconditionality, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters enforceability or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in aggregate amount of the Financing LettersFinancing). 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreementd) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) any and all commitment fees or other fees due in connection with required by the Financing that are payable Commitment Letters to be paid on or prior to before the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretohereof. As of the date hereof, each Commitment Letter is a legal, valid and binding obligation of this Agreementeach of the Buyer Companies party thereto and, to the Knowledge of Buyer, each other party thereto, and in full force and effect, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, (i) neither Commitment Letter has been amended or modified in any respect and has not been withdrawn, terminated or rescinded (or the commitments therein otherwise reduced) in any respect and, to the Knowledge of Buyer, no withdrawal, termination or rescission or reduction is contemplated, and (ii) no Buyer Company is in default under the terms and conditions of any Commitment Letter and no event has occurred and no circumstance exists which, which (with or without notice, lapse of time or both, ) would (or could reasonably be expected to): (a) to constitute a default or breach thereunder on the part of the a Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4Company party or, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Knowledge of Buyer’s obligation to Completion set forth in this Agreement to be satisfied, any other party thereto and no Buyer Company has received any written notice of such default or event. As of the date hereof, no amendment or modification of this Agreementany Commitment Letter is contemplated (other than joinder documentation or an amendment and restatement of a Commitment Letter, in each case relating to addition of additional equity investors in respect of the Equity Financing or the appointment of additional agents, co-agents, arrangers, bookrunners, managers or other roles in respect of the Debt Financing or modifications thereto to implement the flex provisions set forth in any fee letter related thereto, none of which would impact the conditionality, enforceability or availability of the aggregate amount of the Financing). (e) Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, the aggregate proceeds contemplated to be provided by the Commitment Letters, together with available cash of the Buyer has not received any written notice from any person Companies, will be sufficient for Buyer to make all required payments in connection with respect the transactions contemplated hereby, including payment of the Purchase Price, and all other amounts to be paid pursuant to this Agreement and associated fees, costs and expenses of the transactions contemplated hereby, including the Financing, on the Closing Date. (f) Except for the Commitment Letters and fee letters referred to in the Commitment Letters (copies of which have been provided to Seller in accordance with the foregoing), as of the date hereof, (i) there are no side letters or other agreements relating to the actual conditions of the funding or potential breach or default investing, as applicable, of the financing contemplated by the Buyer’s Group Undertakings Commitment Letters other than any engagement letter and fee credit letters, and (ii) there are no conditions precedent or any other party contingencies (including pursuant to any “market flex” provisions in the related fee letters or otherwise) related to the funding of the full amount of the Financing Letters of or any provision of any provisions that could reduce the aggregate amount of the Financing set forth in the Commitment Letters or the aggregate proceeds contemplated by the Commitment Letters. As Assuming the satisfaction of the conditions precedent in Section 6.1 and Section 6.2, as of the date hereof, to the Knowledge of this AgreementBuyer, the Buyer has there are no reason facts or circumstances that would reasonably be expected to believe that result in any of the conditions to the Financing will not be being satisfied on a timely basis or that would cause the full amount of the Financing will to not be available to the Buyer as of Completion; provided that Companies on the Buyer is not making any warranty regarding date on which the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking Closing should occur pursuant to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedSection 2.3. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Parent has delivered to the Sellers true, correct Company true and complete copies, as copies of (i) the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersletter, dated as of the date hereof, among Parent, Bank of America, N.A., Deutsche Bank Securities Inc. and Deutsche Bank AG New York Branch, including all exhibits, schedules and annexes to such letter in effect as of the execution and delivery of this Agreement and (ii) the fee letters related thereto (together, the “Debt Commitment Letter”, and, subject to the last sentence of Section 7.13(a), the provision of funds as set forth therein, the “Financing”) (it being understood that such fee letters have been redacted to remove fees, the rates and amounts in the “market flex”, if any, and other economic terms that would not adversely affect the amount, conditionality, availability or termination of the Financing). As of the execution and delivery of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other written agreements, contracts or arrangements that impose conditions or understandings, whether written or oral, with any person relating other contingencies related to the availability funding of the full amount of the Financing at Completionother than as expressly set forth in the Debt Commitment Letter. As of the execution and delivery of this Agreement, there are no conditions or other contingencies related to the funding of the full amount of the Financing, other than as expressly identified set forth in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective Debt Commitment Letter. The commitments contained in such Financing Letters remain in full force and effect and the Debt Commitment Letter have not been withdrawn or rescinded in any respect prior to the date of this Agreement. As of the execution and delivery of this Agreement, the Debt Commitment Letter represents (A) a valid, binding and enforceable obligation of Parent and (B) to the knowledge of Parent, a valid, binding and enforceable obligation of each other party thereto, in the case of each of clauses (A) and (B), except as may be limited by the Enforceability Limitations. As of the execution and delivery of this Agreement, (i) the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, or compliance with any of the terms waived, and (ii) no commitment under the Debt Commitment Letter has been withdrawn, terminated or rescinded in any respect. 4.4 The Buyer has . Parent or the Parent Subsidiaries have fully paid (or caused to be fully paid) any and all commitment fees or and other fees due in connection with the Financing amounts that are payable required to be paid pursuant to the terms of the Debt Commitment Letter on or prior to the date hereof execution and the Financing Letters are the valid, binding and enforceable obligations delivery of the Buyerthis Agreement, and will fully pay (or cause to be paid) any such amounts due on or before the knowledge of the Buyer, the other parties theretoEffective Time. As of the date execution and delivery of this Agreement, no event has occurred and no circumstance exists occurred, which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) to constitute a breach or default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4Parent or, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As knowledge of the date of this AgreementParent, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any the Debt Commitment Letter. Assuming satisfaction of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreementconditions set forth in Article VIII, the Buyer Parent has no reason to believe that any of the conditions to funding set forth in the Financing Debt Commitment Letter will not be satisfied or satisfied, nor does Parent have knowledge, as of the execution and delivery of this Agreement, that the Financing will not be made available to Parent on the Buyer as of Completion; provided that Closing Date in accordance with the Buyer is not making any warranty regarding the effect of any inaccuracy terms of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedDebt Commitment Letter. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) Assuming the accuracy of the representations and warranties of the Sellers set forth in Schedule 4; Article IV and the Company’s compliance with its obligations in this Agreement, the proceeds of the Financing, if funded, together with any available cash of Parent and the Parent Subsidiaries, shall constitute sufficient funds for Parent and Merger Sub to (i) make all cash payments contemplated to be made by them under this Agreement in connection with the Merger and the other Transactions (including the repayment or prepayment of the obligations under each of the Company Credit Agreements in an amount up to the obligations (other than obligations which, by the terms of the Company Credit Agreements (and any related loan documents), survive termination thereof) outstanding thereunder as of the date hereof plus any additional amounts permitted to be incurred thereunder after the date hereof in accordance with the terms of this Agreement), and (cii) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of pay all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be expenses required to pay be paid by them on the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureClosing Date. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The (a) Buyer has delivered to the Sellers Seller (i) true, correct and complete copiescopies of the executed commitment letter, dated as of the date of this AgreementMarch 2, of: 2014, between Parent and Xxxxxx Xxxxxxx Senior Funding, Inc. (a) executed commitment letters (together with all exhibits, annexes, schedules and attachments thereto, the “Equity Funding LettersFinancing Letter”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively pursuant to which the “Equity Provider Group”) to providecounterparties thereto have committed, subject solely to the terms and conditions thereinthereof, equity financing in to lend to Buyer, the aggregate amount amounts set forth therein (being collectively referred to as the “Equity Financing”); ) and (bii) true and correct (subject to the redactions noted therein) copies of the executed commitment letters and redacted forms of fee lettersletter, dated as of the date of this AgreementMarch 2, from JPMorgan Chase Bank2014, N.A.between Buyer and Xxxxxx Xxxxxxx Senior Funding, Barclays Bank PLC and Royal Bank of Canada Inc. (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing LettersFee Letter”) to provide, subject solely related to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of hereof, neither the Financing Letters Letter nor the Fee Letter has been amended (or modified prior to the date hereof and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such the Financing Letters remain in full force and effect and Letter have not been withdrawn or rescinded in any material respect. If the conditions set forth in Section 8.3 have been satisfied or waived, at the Closing, the aggregate proceeds to be disbursed pursuant to the Financing, together with available cash, cash equivalents and marketable securities of Parent and Buyer, in the aggregate, will be sufficient to make the payments contemplated in Section 9.1(c) and Section 3.2(d) of this Agreement and to pay all fees and expenses required to be paid by Buyer or Parent related to the Financing and the other transactions contemplated by this Agreement. 4.4 The Buyer has fully paid (or caused to be fully paidb) all commitment fees or other fees due in connection with As of the date hereof, the Financing that are payable on or prior to the date hereof Letter is in full force and the Financing Letters are effect and is the valid, binding and enforceable obligations obligation of the BuyerParent and, and to the knowledge of the Buyer, the other parties theretoto the Financing Letter, in each case except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other Laws of general applicability relating to or affecting creditors’ rights generally, general equity principles (whether considered at a proceeding of law or equity), the implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect. As There are no conditions precedent or other contingencies relating to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. Assuming the accuracy of the representations and warranties of Seller contained in this Agreement such that the conditions in Section 8.3(a) would be satisfied, as of the date of this Agreementhereof, (i) no event has occurred and no or circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) to constitute a default or breach on the part of Buyer, or to the Buyer knowledge of Buyer, any other party, under any of the Financing Letters; or Letter and the Fee Letter and (bii) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to and Parent reasonably believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing LettersLetter and the Fee Letter to be satisfied by Parent or Buyer will be satisfied, assuming: (a) satisfaction of the conditions at or prior to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital time contemplated hereunder for the operation Closing; provided that no representation or warranty is being made as to whether any of the business in which it is engaged Seller’s representations or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The warranties are true or correct or whether Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance has complied with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Notecovenants contained in this Agreement.

Financing. 4.1 The Buyer (a) Parent has delivered to the Sellers trueCompany a true and correct copy of (i) an executed commitment letter, correct dated as of the date of this Agreement (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement to the extent permitted in compliance with Section 6.10(c), the “Commitment Letter”), from the arrangers and complete copieslenders (including any arrangers and lenders who become party thereto by joinder in accordance with the terms of the Commitment Letter) party thereto (such lenders, collectively, the “Lenders”), pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide the debt amounts set forth therein (the debt financing contemplated by the Commitment Letter (including any debt securities to be issued in lieu of the bridge facility and any credit facilities obtained in lieu of the incremental and refinancing facilities, each as contemplated by the Commitment Letter and the Fee Letter) is collectively referred to in this Agreement as the “Debt Financing”), (ii) the fee letter referred to in the Commitment Letter (with only economic and market flex terms redacted (none of which would adversely affect the total amount or availability of the Debt Financing)) (each as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.10, the “Fee Letter”) and (iii) a related redacted engagement letter. (b) As of the date of this Agreement, there are no conditions precedent or other contingencies related to the funding of the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing other than those set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter) delivered to the Company in accordance with Section 5.09(a). As of the date of this Agreement, there are no other agreements, side letters or arrangements relating to the Debt Financing to which Parent or any of its Subsidiaries is a party as of the date of this Agreement that would impose conditions to the funding of the Debt Financing, other than those set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter). As of the date of this Agreement and assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Letter or the Fee Letter at the time it is required to consummate the Closing hereunder, nor does Parent have knowledge, as of the date of this Agreement, of: (a) executed commitment letters (that any Lender will not perform its funding obligations under the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the Commitment Letter in accordance with its terms and conditions therein, equity financing in the aggregate amount set forth therein conditions. (being collectively referred to as the “Equity Financing”); and (bc) executed commitment letters and redacted forms of fee letters, dated as As of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing Letter is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyeragainst Parent and, and to the knowledge of the BuyerParent, the other parties theretothereto (except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of equity) and is in full force and effect. As of the date of this Agreement, assuming the satisfaction of the condition contained in Section 7.02(a), no event has occurred and no circumstance exists whichthat, with or without notice, lapse of time time, or both, would (or could reasonably be expected to): (a) to constitute a default or breach on the part of Parent or Merger Sub under the Buyer under any terms and conditions of the Financing Letters; Commitment Letter and Fee Letter. Parent has paid in full any and all commitment fees or (b) constitute or result in a failure other fees required to satisfy any condition precedent set forth in any Financing Letter; provided that be paid pursuant to the Buyer is not making any warranty regarding the effect of any inaccuracy terms of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder Commitment Letter and Fee Letter on or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of before the date of this Agreement. The Commitment Letter and Fee Letter have not been modified, the Buyer has not received any written notice from any person with respect altered or amended on or prior to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any date of this Agreement and none of the Financing Letters of any provision of any of commitments under the Financing Letters. As of Commitment Letter have been withdrawn or rescinded on or prior to the date of this Agreement, . (d) Assuming the Buyer has no reason to believe that any satisfaction of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into Section 7.01 and Section 7.02, the Transactions with proceeds of the intent to hinder, delay or defraud either present or future creditors. Immediately Debt Financing after giving effect to all “flex” provisions, if funded, together with available cash of Parent and Merger Sub, shall constitute sufficient funds for the Transactionssatisfaction of all of Parent’s and Merger Sub’s obligations to pay any amounts under Article 2 of this Agreement, including the Financing, and the payment of the aggregate Purchase Price Merger Consideration and any all other repayment or refinancing of debt that may amounts to be contemplated in paid pursuant to Section 2.08 and Section 2.10 and the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees associated costs and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount expenses of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureMerger. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Parent will have available to it upon the consummation of the Merger and the Effective Time sufficient funds (i) to make the payments required pursuant to this Agreement with respect to the Merger and the transactions contemplated hereby, (ii) to pay any indebtedness of the Company required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger and any premiums and fees incurred in connection therewith, including the Company Credit Agreement and any fees related thereto and (iii) to pay all fees, costs and expenses required to be paid by Parent related to the transactions contemplated hereby. (b) Parent has delivered to the Sellers Company true, correct accurate and complete copiescopies of the fully executed debt commitment letter, together with all schedules and exhibits thereto, from Credit Suisse Securities (USA) LLC, Credit Suisse AG, Cayman Islands Branch and Mxxxxx Sxxxxxx Senior Funding, Inc. (collectively, the “Lenders”), dated as of the date hereof (including all exhibits, schedules, annexes and amendments thereto (and together with any Fee Letter) as of the date of this Agreement, of: (a) executed commitment letters (collectively, the “Equity Funding LettersDebt Commitment Letter”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branchpursuant to which, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions thereinthereof, equity financing in the aggregate amount Lenders have committed to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”); provided, however, that solely in the case of the Fee Letter, true, accurate and complete copies have been delivered to the Company with only the fee amounts redacted. The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing Debt Commitment Letter is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with is the Financing that are payable on or prior legal, valid and binding obligation of SS&C Technologies, Inc. and, to the date hereof and the Financing Letters are the valid, binding and enforceable obligations Knowledge of the Buyer, and to the knowledge of the BuyerParent, the other parties thereto, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization and similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). As of the date of this Agreement, neither Parent nor, to the Knowledge of Parent, any other counterparty thereto has committed any material breach of any of its covenants or other obligations set forth in, or is in material default under, the Debt Commitment Letter, and to the Knowledge of Parent no event has occurred and no or circumstance exists whichthat, with or without notice, lapse of time or both, would (or could would reasonably be expected to): to (ai) constitute or result in a material breach or material default or breach on the part of Parent or Merger Sub, or to the Buyer Knowledge of Parent, of any other party under any of the Financing Letters; or Debt Commitment Letter, (bii) constitute or result in a failure to satisfy in any condition precedent material respect any of the terms or conditions set forth in the Debt Commitment Letter, (iii) make any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties assumptions or any of the statements set forth in Schedule 4the Debt Commitment Letter inaccurate in any material respect, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of (iv) result in any of the conditions to in the Buyer’s obligation to Completion set forth Debt Commitment Letter not being satisfied, or (v) otherwise result in this Agreement to be satisfiedany portion of the Financing not being available. As of the date of this Agreement, Parent has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Buyer has not received Debt Commitment Letter) that it will be unable to satisfy, on a timely basis, any written notice from any person with respect term or condition to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the actual Debt Commitment Letter will not be available as of the Closing if the terms or potential breach conditions to be satisfied by it contained in the Debt Commitment Letter are satisfied. There are no conditions precedent or default by other conditions related to the Buyer’s Group Undertakings Financing, or any contracts, agreements, arrangements or understandings, whether written or oral, related to the Financing, other party to any of than the Financing Letters of any provision of any of terms thereof set forth in the Financing LettersDebt Commitment Letter. As of the date of this Agreement, Parent has fully paid any and all commitment fees or other fees or deposits required by the Buyer has no reason Debt Commitment Letter to believe that any be paid on or before the date of this Agreement. Assuming the Financing is funded in accordance with the terms and conditions of the conditions Debt Commitment Letter, the aggregate proceeds from the Financing, together with the available cash, available lines of credit or other sources of immediately available funds that Parent has or will have prior to the Financing Closing that will not be used for other purposes, are sufficient in amount to provide Parent with the funds necessary for it to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including for Parent to pay the aggregate amounts payable pursuant to Article II and Section 6.04 and to pay any Indebtedness of the Company required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties discharged in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions connection with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the TransactionsMerger and any premiums and fees incurred in connection therewith, including the Financing, Company Credit Agreement and any fees related thereto and the payment of the aggregate Purchase Price all fees, costs and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be expenses required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed be paid by Parent related to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by this Agreement, including such fees, costs and expenses relating to the Seller Subordinated NoteFinancing.

Financing. 4.1 The Buyer Parent has delivered to the Sellers true, correct Company a true and complete copies, as copy of a fully executed commitment letter dated on or about the date of this Agreement, of: (a) executed commitment letters Agreement (the “Equity Funding LettersCommitment Letter”) from Silver Lake Partners III Cayman Gurnet Point L.P. (AIV IIIthe “Sponsor”), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, providing for an “Equity Provider,” and collectively the “Equity Provider Group”) to provideequity investment in Parent, subject solely to the terms and conditions therein, equity financing in cash in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as . As of the date of this Agreement, from JPMorgan Chase Bankthe Commitment Letter is in full force and effect and has not been amended or modified, N.A.and no such amendment or modification is contemplated, Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all none of the conditions precedent to the respective obligations and commitments contained in such letters have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the parties thereunder to make Financing available to the Buyer on the terms thereindate hereof, and there are no side letters or other agreements, Contracts or arrangements or understandings, (whether written or oral, with ) to which Parent or any person relating of its Affiliates is a party related to the availability funding or investing, as applicable, of the Financing at Completion, other than as expressly identified in full amount of the Financing Letters. 4.2 Financing. Assuming (i) the Financing is fundedfunded in accordance with the Commitment Letter and (ii) the satisfaction of the Offer Conditions, the net proceeds contemplated by the Financing Letters (or such other amounts as Commitment Letter will, in the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will aggregate be sufficient for Merger Sub and the Buyer Surviving Corporation to pay the aggregate Purchase PriceMerger Consideration, the amounts required to be paid pursuant to Section 2.08 and any other amounts required to be paid in connection with the completion consummation of the Transactions and to pay all related fees and expenses. 4.3 Expenses payable on the Closing Date by them in connection with the Transactions (such amount collectively, the “Aggregate Commitment”). As of the date of this Agreement: , the Commitment Letter is (ax) none legal, valid and binding obligations of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, each of the Financing Letters has been amended other parties thereto, (y) enforceable in accordance with their respective terms against Parent and no waiver Merger Sub, as applicable, and each of any provision thereof has been granted); the other parties thereto, in each case except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (bz) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretoeffect. As of the date of this Agreement, no event has occurred and no circumstance exists whichthat, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) to constitute a default or breach on the part of Parent or Merger Sub or any other parties thereto under the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Commitment Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect subject to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any accuracy of the Financing Letters of any provision of any representations and warranties of the Financing Letters. As Company set forth in Article IVI, and the satisfaction of the date of this AgreementOffer Conditions, the Buyer Parent has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub at the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedEffective Time. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer SJW and Merger Sub will have, on or prior to the Closing, all funds necessary to enable SJW or Merger Sub, as the case may be, to consummate the transactions contemplated by this Agreement, including payment of the aggregate Merger Consideration and the payment of all other amounts required to be paid hereunder. SJW has delivered to the Sellers true, correct CTWS a true and complete copies, as fully executed copies of the date of this Agreement, of: (a) executed the commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersletter, dated as of the date of this Agreementhereof, from between SJW and JPMorgan Chase Bank, N.A., Barclays Bank PLC including all exhibits, schedules and Royal Bank annexes to such letter in effect as of Canada the Execution Date (the “Debt Commitment Letters” andLetter”), together with the Equity Funding Letters, the “Financing Letters”) pursuant to provide, which and subject solely to the terms and conditions therein, debt financing in an aggregate amount thereof each of the parties thereto (other than SJW) have severally committed to lend the amounts set forth therein to SJW (being collectively referred the provision of such funds as set forth therein, but subject to as the “Debt Financing,” and together with the Equity Financing collectively referred to as provisions of Section 6.12, the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid purposes set forth in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); such Commitment Letter and (b) any fee letters related thereto (in the respective case of such fee letters redacted only as to the fee amounts and other economic terms that could not adversely affect the amount, net proceeds, original issue discount, conditionality, availability or termination of the Financing). The Commitment Letter has not been amended or modified prior to the Execution Date, and, to the knowledge of SJW, no such amendment or modification is contemplated as of the Execution Date (excluding any amendment solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the Execution Date) and, as of the Execution Date, the commitments contained in such Financing Letters remain the Commitment Letter have not been withdrawn, terminated or rescinded in any respect. As of the Execution Date, the Commitment Letter is in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with constitutes the Financing that are payable on or prior to the date hereof legal, valid and the Financing Letters are the validbinding obligation of SJW and, binding and enforceable obligations of the Buyer, and to the knowledge of the BuyerSJW, each of the other parties thereto, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, the net proceeds contemplated from the Financing, together with other financial resources of SJW, including contemplated cash on hand of SJW, will, in the aggregate, be sufficient for the satisfaction of all of SJW’s and Merger Sub’s obligations under this Agreement, including the payment of the aggregate Merger Consideration and all fees and expenses reasonably expected to be incurred in connection therewith. As of the date of this AgreementExecution Date, (i) no event has occurred and no circumstance exists which, which would constitute a breach or default (or an event which with or without notice, notice or lapse of time or both, would (or both could reasonably be expected to): (a) to constitute a default breach or breach default) on the part of SJW under the Buyer under Commitment Letter or, to the knowledge of SJW, any other party to the Commitment Letter, and (ii) assuming the accuracy of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent representations and warranties set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any Section 4.06 and satisfaction of the conditions to the BuyerSJW’s obligation to Completion set forth in this Agreement to be satisfied. As consummate the Merger, or waiver of the date of this Agreementsuch conditions, the Buyer has SJW does not received have any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing and any other funds necessary for the satisfaction of all of SJW’s obligations under this Agreement and the payment of all fees and expenses reasonably expected to be incurred in connection therewith will not be available to SJW on the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy Closing Date. As of the warranties in Schedule 4Execution Date, there are no side letters or other agreements, Contracts or arrangements that could affect the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any availability of the conditions to the Buyer’s obligation to Completion Financing or any portion thereof other than as expressly set forth in this Agreement the Commitment Letter and delivered to CTWS prior to the Execution Date. SJW has fully paid (or caused to be satisfied. 4.5 The Buyer is not entering into the Transactions paid) all commitment fees or other fees required to be paid on or prior to Execution Date in connection with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer has delivered (a) On or prior to the Sellers true, correct and complete copies, as of the date of this Agreement, of: (a) Parent has delivered to the Company a true, complete and correct copy of the fully executed debt commitment letter, together with any related fee letters (with only the “Equity Funding Letters”) from Silver Lake Partners III Cayman fee amount, economic flex and certain other economic terms redacted in a customary manner (AIV III)none of which could reasonably be expected to adversely affect conditionality, L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively enforceability or termination provisions of the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in Commitment Letters or reduce the aggregate principal amount set forth therein (being collectively referred to as of the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters), dated as of the date of this Agreement, from JPMorgan by and among X.X. Xxxxxx Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada Canada, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Parent and STG providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Debt Bank Commitment Letters” andLetter”) and a true, complete and correct copy of the fully executed bridge commitment letter, together with any related fee letters (with only the Equity Funding Lettersfee amount, the “Financing Letters”) economic flex and certain other economic terms redacted in a customary manner (none of which could reasonably be expected to provideadversely affect conditionality, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all enforceability or termination provisions of the conditions precedent to Commitment Letters or reduce the obligations aggregate principal amount of the parties thereunder to make Financing available to the Buyer on the terms thereinFinancing)), and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than dated as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred by and no circumstance exists among X.X. Xxxxxx Xxxxx Bank, N.A., Royal Bank of Canada, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc. , Parent and STG providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Bridge Commitment Letter,” and, together with the Bank Commitment Letter, the “Commitment Letters”), pursuant to which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on upon the part of terms and subject to the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent conditions set forth in any Financing Letter; provided that therein, each of X.X. Xxxxxx Chase Bank, N.A., Royal Bank of Canada and Deutsche Bank AG New York Branch has agreed, severally but not jointly, to lend the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion amounts set forth in this Agreement to be satisfiedtherein, for the purpose of, among other things, paying the aggregate Cash Consideration. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect Commitment Letters are in full force and effect and constitute the valid, binding and enforceable obligation of Parent and, to the actual Knowledge of Parent, the other parties thereto, enforceable in accordance with their terms, in each case, subject to the Enforceability Exceptions. There are no conditions precedent related to the funding of the full amount of the Financing, other than the conditions precedent set forth in the Commitment Letters (such conditions precedent, the “Financing Conditions”). (b) As of the date of this Agreement, the Commitment Letters have not been amended or potential breach modified in any manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or default rescinded in any respect by Parent or, to the Buyer’s Group Undertakings or Knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the Knowledge of Parent, any other party thereto, other than mandatory reductions expressly contemplated thereby. As of the date of this Agreement, assuming the conditions set forth in Section 8.1 and Section 8.2 will be satisfied, Parent has no reason to believe that (i) any of the Financing Letters of any provision of any Conditions will not be satisfied on or prior to the Closing Date or (ii) the Financing will not be available to Parent on the Closing Date. (c) As of the Financing date of this Agreement, Parent is not in default or breach under the terms and conditions of the Commitment Letters. As of the date of this Agreement, there are no side letters, understandings or other agreements or arrangements relating to funding of the Buyer full amount of the Financing to which Parent or any of its Affiliates is a party that would be reasonably likely to affect the Financing in any respect, other than those set forth in the Commitment Letters. Parent or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees and amounts required by the Commitment Letters to be paid on or prior to the date of this Agreement. (d) Assuming that (i) the parties to the Commitment Letters (other than Parent or Merger Sub) perform their obligations in accordance with the terms of the Commitment Letters and (ii) the satisfaction or waiver of the condition set forth in Section 8.2(a) hereof, Parent will have at and as of the Closing Date sufficient available funds to consummate the Merger and to make all payments required to be made in connection therewith, including payment of the aggregate Cash Consideration, and all other amounts to be paid pursuant to this Agreement and associated costs and expenses of the Merger. As of the date of this Agreement, Parent has no reason to believe that the representation contained in the immediately preceding sentence will not be true at and as of the Closing Date. In no event shall the receipt or availability of any funds or financing (including the Financing) by or to Parent or any of its Affiliates or any other financing transaction be a condition to any of the conditions to the Financing will not be satisfied obligations of Parent or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedMerger Sub hereunder. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer Parent has delivered to the Sellers true, Company complete and correct and complete fully executed copies, as of the date hereof, of (i) the Debt Commitment Letter and (ii) all fee letters related thereto (as redacted to remove only the fee amounts, pricing caps, time periods, the rates and economic terms of the “market flex,”), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Letters”), pursuant to which and subject to the terms and conditions thereof, the lenders parties thereto have committed to lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, “Debt Financing”). As of the date of this Agreement, of: the Debt Commitment Letter is in full force and effect (asubject, as to enforceability, to Creditor’s Rights) executed commitment letters (and constitutes the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III)legal, L.P.valid and binding obligation of Parent and, CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms knowledge of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding LettersParent, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the other parties thereunder to make Financing available to the Buyer on the terms thereinthereto, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating conditions precedent related to the availability funding of the Debt Financing at Completion, other than as expressly identified set forth in the Financing Debt Letters. 4.2 . Assuming the Debt Financing is fundedfunded in accordance with the terms of the Debt Letters, Parent and Merger Sub will have available at the net proceeds Closing all of the funds required for (A) the aggregate Merger Consideration, (B) the amounts contemplated by the Financing Letters Section 2.2, and (or C) other payment obligations of Parent and Merger Sub hereunder, and such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing will be used, to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with consummate the completion of Transactions, to consummate the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused Merger pursuant to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretoArticle II. As of the date of this Agreement, no event has occurred and no circumstance exists whichthat, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a material breach or default or breach on the part of the Buyer under any of the Financing Letters; Parent, or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As knowledge of the date of this AgreementParent, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of under the Financing Letters of any provision of any of the Financing Debt Letters. As of the date of this Agreement, except for any agreements relating to any alternative equity capital markets financing (which agreements do not contain any terms that would adversely affect the Buyer has no reason to believe that any conditionality, enforceability, termination, principal amount or availability of the conditions Debt Financing), there are no side letters or other agreements, Contracts, arrangements or understandings (written or oral) related to the funding of the Debt Financing other than as expressly set forth in the Debt Letters. Parent has fully paid (or has made arrangements to fully pay or cause to be fully paid as promptly as practicable) all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Debt Financing. As of the date of this Agreement, Parent does not have knowledge that the Debt Financing will not be satisfied or that made available on the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedClosing Date. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Parent has delivered to the Sellers Company a true, correct accurate and complete copies, as copy of (i) the date of this Agreement, of: (a) executed debt commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersletter, dated as of the date of this Agreement, from JPMorgan Chase Bankby and among Parent and the agents and lenders party thereto (together with any other additional lead arrangers, N.A.bookrunners, Barclays Bank PLC managers, arrangers, agents, co-agents or lenders who become party thereto, collectively, the “Lenders”), including all exhibits, schedules, term sheets, annexes and Royal Bank amendments thereto and any executed fee letters (redacted in respect of Canada (A) the amounts, percentages and basis points of compensation set forth therein and (B) the pricing and other economic terms of the “market flex” provisions set forth therein) (with respect to such redactions described in subclauses (A) and (B) in this clause (i), none of which would adversely affect the amount, conditionality, termination or availability of such financing) (collectively, the “Debt Commitment LettersLetter”), pursuant to which, and subject to the terms and conditions of which, the Lenders have committed to lend the amounts set forth therein to Parent for the purpose of paying the Required Amount on the Closing Date (such committed debt financing pursuant to the Debt Commitment Letter, together with, unless the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing”), (ii) an executed preferred equity commitment letter from the initial purchaser party thereto (together with any other purchasers who become party thereto, collectively, the “Preferred Equity Investor”), including all exhibits, schedules, annexes and amendments thereto and any executed closing payment letters (redacted in respect of (A) the amounts, percentages and basis points of compensation set forth therein, (B) the pricing and other economic terms set forth therein and (C) term sheets attached thereto) (with respect to such redactions described in subclauses (A) through (C) of this clause (ii), none of which would adversely affect the amount, conditionality, termination or availability of such equity financing) (collectively, the “Preferred Equity Commitment Letter” and, together with the Equity Funding LettersDebt Commitment Letter, the “Financing Commitment Letters”) to providepurchase, subject solely to the terms and conditions therein, debt financing preferred equity securities of Parent (or its Affiliate) in an initial aggregate liquidation preference amount set forth therein for the purpose of payment of the Required Amount on the Closing Date (being collectively referred to as such committed preferred equity purchase, the “Debt Preferred Equity Financing,” and and, together with the Equity Financing collectively referred to as Debt Financing, the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreementb) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of hereof, the Financing Commitment Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain are in full force and effect and have not been withdrawn withdrawn, rescinded or rescinded terminated, or otherwise amended or modified in any respect. 4.4 The Buyer has fully paid respect and no amendment or modification is contemplated (other than, for the avoidance of doubt, amendments to each of the Preferred Equity Commitment Letter and the Debt Commitment Letter solely to add purchasers, equity investors, lenders, arrangers, bookrunners, syndication agents or caused to be fully paid) all commitment fees similar entities, as applicable, as parties thereto who had not executed the Preferred Equity Commitment Letter or other fees due in connection with the Financing that are payable on or prior to Debt Commitment Letter, as applicable, as of the date hereof hereof), and the Financing Letters are the valid, binding and enforceable obligations each of the BuyerCommitment Letters, in the form so delivered, constitutes a legal, valid and binding obligation of Parent and, to the knowledge of the BuyerParent, the other parties thereto, enforceable against it or them, as the case may be, in accordance with its terms except as enforceability may be affected by the Bankruptcy, Equity and Indemnity Exception. As of the date hereof, the Commitment Letters are the only agreements relating to the Financing and there are no other Contracts, agreements, “side letters” or other arrangements to which Parent or any of this Agreementits affiliates is a party relating to the Commitment Letters or the Financing. (c) As of the date hereof, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, constitutes, or would (or could reasonably be expected to): (a) constitute to result in, a default default, breach or breach failure to satisfy any term or condition of the Commitment Letters on the part of Parent or, to the Buyer under knowledge of Parent, any other party to the Commitment Letters, or would (i) make any of the Financing Letters; assumptions or (b) constitute or result in a failure to satisfy any condition precedent of the statements set forth in the Commitment Letters inaccurate in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties material respect, (ii) result in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to in the Buyer’s obligation to Completion set forth Commitment Letters not being satisfied or (iii) otherwise result in this Agreement to be satisfiedthe Financing not being available on the Closing Date. As of the date of this Agreementhereof, the Buyer has not received any written notice from any person with respect no Lender party to the actual Debt Commitment Letter has notified Parent of its termination or potential breach repudiation (or default by the Buyer’s Group Undertakings intent to terminate or any other party to repudiate) any of the Financing Letters of any provision of any of commitments under such Debt Commitment Letter or intent not to provide the Financing LettersDebt Financing. As of the date hereof, no party to the Preferred Equity Commitment Letter has notified Parent of this Agreementits termination or repudiation (or intent to terminate or repudiate) any of the commitments under such Preferred Equity Commitment Letter or intent not to provide the Preferred Equity Financing. Assuming satisfaction of the Company’s obligations contained in Section 5.15(a) and the conditions in Section 6.01 and 6.02, as of the Buyer date hereof, Parent has no reason to believe that it will fail to satisfy any of the conditions to in the Financing will not be satisfied or Commitment Letters on a timely basis nor does Parent have knowledge that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions other parties to the Buyer’s obligation to Completion set forth in this Agreement Commitment Letters will not perform their respective obligations thereunder. (d) Parent has fully paid (or caused to be satisfied. 4.5 paid) any and all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of this Agreement. The Buyer is not entering into aggregate proceeds from the Transactions with the intent to hinderFinancing (after netting out applicable closing payments, delay or defraud either present or future creditors. Immediately fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter) constitute all of the financing required for the consummation of the Merger and the other Transactions, and are sufficient in amount for Parent to refinance Parent’s, Merger Sub’s and certain of their affiliates’ existing indebtedness for borrowed money and to satisfy all of its obligations under this Agreement, including paying the Merger Consideration, any other amounts required to be paid in connection with the consummation of the Transactions (including any amounts payable in respect of Company Stock Options and the Tax Receivables Agreement) and all associated fees, costs and expenses in connection with the Merger and the other Transactions it is required to pay, including the FinancingFinancing (collectively, the “Required Amount”). The only conditions precedent related to the obligations of the Preferred Equity Investor to fund the full amount of the Preferred Equity Financing and the payment Lenders to fund the full amount of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated Debt Financing are expressly set forth in the Financing LettersPreferred Equity Commitment Letter and the Debt Commitment Letter, assuming: respectively. (ae) satisfaction of the conditions to the BuyerParent’s obligation to complete consummate the Merger is not contingent on Parent’s ability to obtain any financing, whether pursuant to the Commitment Letters or otherwise. (f) None of Parent, Merger Sub or any of their respective affiliates has entered into any Contract, arrangement or understanding (i) awarding any agent, broker, investment banker or financial advisor any financial advisory role on an exclusive basis in connection with the Transactions as set forth hereinor (ii) expressly prohibiting any bank, investment bank or the waiver other potential provider of such conditions; (b) the accuracy of the warranties of the Sellers set forth debt financing from providing or seeking to provide debt financing or financial advisory services to any Person in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” connection with respect a transaction relating to the Company means that, as of or any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined Company Subsidiaries in accordance connection with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureTransactions. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer Xxxxxx has entered into and has delivered to the Sellers Holdco a true, correct complete and complete copiesaccurate fully executed copy of (a) the Commitment Letter and (b) the Financing Letters, pursuant to which and subject to the terms and conditions thereof, the Financing Sources party thereto have committed to provide the ABL Financing for the purposes set forth in such Financing Letters. The Financing Letters (i) have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained therein have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement and (ii) to the knowledge of Xxxxxx, no such withdrawal, rescission, amendment, restatement, modification or waiver is contemplated (other than any such amendment, modification, or restatement to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the Commitment Letter as of the date hereof). As of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III)Commitment Letter is in full force and effect and constitutes the legal, L.P.valid and binding obligation of SESI and, CPP Investment Board Private Holdings Inc.to the knowledge of Xxxxxx, Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provideother parties thereto, subject solely in each case to bankruptcy laws and similar laws affecting creditors’ rights and general principles of equity. There are no conditions precedent or contingencies to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as provision of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (ABL Financing pursuant to the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified set forth in the Financing Letters. 4.2 Assuming Commitment Letter. At the Financing is fundedClosing, and assuming the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion availability of the Financing to the extent permitted by this Agreement) ABL Financing, Holdco will be have sufficient for the Buyer funds to pay the aggregate Purchase Price, any all of Holdco’s obligations under this Agreement and all other amounts required to be paid by NAM and Xxxxxx in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to transactions contemplated hereby. To the knowledge of the BuyerXxxxxx, the other parties thereto. As as of the date of this Agreement, no event has occurred and no or circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a breach or default or breach on the part of Holdco, NAM Merger Sub or Xxxxxx Merger Sub under the Buyer under Commitment Letter or otherwise result in any portion of the ABL Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedbeing available. As of the date of this Agreement, there are no side letters or other agreements or contracts that could affect the Buyer availability of the ABL Financing on the Closing Date other than as expressly set forth in the Financing Letters. SESI has not received paid in full any written notice from any person with respect and all of the commitment fees and other fees it is required to pay on or prior to the actual or potential breach or default by date hereof under the Buyer’s Group Undertakings or any other party to any terms of the Financing Letters of any and will pay all other commitment fees and other fees as required to be paid as a condition to the provision of any the ABL Financing under the terms of the Financing LettersLetters on or prior to the Closing. As of the date of this Agreement, Xxxxxx is not (A) aware of any fact, event or other occurrence that makes any of the Buyer representations or warranties of SESI or its affiliates in the Financing Letters that constitutes a condition precedent to the provision of the ABL Financing on the Closing Date inaccurate in any material respect and (B) assuming the accuracy of representations and warranties of each of the other parties set forth in this Agreement and performance by each of the other parties of their respective obligations hereunder, has no any reason to believe that that, subject to the satisfaction of the conditions precedent set forth in Article IX, any of the conditions to the ABL Financing contemplated by the Financing Letters will not be satisfied on a timely basis or that the ABL Financing contemplated by the Financing Letters will not be made available to on the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditorsClosing Date. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and Notwithstanding any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes provision of this paragraph 4.5Section 6.26, the term “Solvent” no representation or warranty is made by Xxxxxx pursuant to this Section 6.26 with respect to the Company means that, as any matter arising out of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companiesaction, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on inaction or omission by Xxxxxx or its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they maturerespective Subsidiaries. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The (a) IDB Buyer has delivered to the Sellers Seller true, correct and complete copiescopies of the fully executed (i) amended and restated debt commitment letter between Jefferies Finance LLC (collectively with the other lenders party thereto on December 2, 2014, the "Lenders"), and GFI Holdco Inc., a Delaware corporation and indirect parent of IDB Buyer, dated as of the date December 2, 2014, including all exhibits, schedules, term sheets, annexes and amendments thereto, all in effect as of this AgreementDecember 2, of: (a) executed commitment letters 2014 (the “Equity Funding Letters”"Commitment Letter") from Silver Lake Partners III Cayman and (AIV IIIii) amended and restated fee letter referenced in the Commitment Letter (the "Fee Letter") in effect as of December 2, 2014 (the Commitment Letter and such Fee Letter, collectively, the "Debt Commitment Letter"), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branchpursuant to which, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions thereinthereof, equity financing in the aggregate amount Lenders have committed to lend the amounts set forth therein to IDB Buyer for the purpose of funding the transactions contemplated by this Agreement, to pay expenses to be paid by IDB Buyer relating to the Transactions and for the other purposes set forth therein (being collectively referred to as the “Equity "Debt Financing”"); provided, however, that solely in the case of the Fee Letter, true, correct and complete copies have been delivered to Seller redacted in a manner that is usual and customary for transactions of this type. (b) executed commitment letters and redacted forms The Debt Commitment Letter, in the form provided to Seller by IDB Buyer, is, or in the case of fee letters, dated as of a Debt Commitment Letter entered into after the date of this AgreementAgreement (but if entered into after the date hereof, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing only to the extent permitted by this Agreemententered into in compliance with Section 5.16(d)) will be sufficient for the Buyer to pay the aggregate Purchase Pricebe, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn is, or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to case of a Debt Commitment Letter entered into after the date hereof of this Agreement will be, legal, valid and the Financing Letters are the valid, binding and enforceable obligations of the BuyerIDB Buyer and its Affiliates party thereto, and to the knowledge Knowledge of the IDB Buyer, each of the other parties thereto, enforceable in accordance with their respective terms. As of the date of this Agreement, no Debt Commitment Letter or any commitment thereunder has been withdrawn, terminated, repudiated, rescinded, waived, amended, restated, supplemented or modified in any respect, orally or in writing, and as of the date of this Agreement no such withdrawal, termination, repudiation, rescission, waiver, amendment, restatement, supplement or modification is contemplated by IDB Buyer or any of its Affiliates, or to the Knowledge of IDB Buyer, any other counterparty thereto. (c) As of the date of this Agreement, neither IDB Buyer nor any of its Affiliates nor, to the Knowledge of IDB Buyer, any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, and to the Knowledge of IDB Buyer no event has occurred and no or circumstance exists whichthat, with or without notice, lapse of time or both, would (or could would reasonably be expected to): to (ai) constitute or result in a breach or default or breach under the Debt Commitment Letter on the part of IDB Buyer or any other party to the Buyer under any of the Financing Letters; or Debt Commitment Letter, (bii) constitute or result in a failure to satisfy any a condition precedent or other contingency set forth in any Financing the Debt Commitment Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of (iii) make any of the conditions to assumptions or any of the Buyer’s obligation to Completion statements set forth in this Agreement to be satisfiedthe Debt Commitment Letter inaccurate in any material respect or (iv) otherwise result in any portion of the Debt Financing not being available. As of the date of this Agreement, the IDB Buyer has not received any written notice or other communication from any person party to the Debt Commitment Letter with respect to the (i) any actual or potential breach or default by under the Buyer’s Group Undertakings Debt Commitment Letter on the part of IDB Buyer or any other party to the Debt Commitment Letter, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in the Debt Commitment Letter or (iii) any intention of such party to terminate the Debt Commitment Letter or to not provide all or any portion of the Debt Financing. To the Knowledge of IDB Buyer (both before and after giving effect to any "market flex" provisions contained in the Debt Commitment Letter): (x) IDB Buyer will be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing; (y) no fact, occurrence, circumstance or condition exists that would reasonably be expected to (1) cause the Debt Commitment Letter to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the Financing Letters terms or conditions relating to the closing or funding of any provision portion of the Debt 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 Debt Commitment Letter to not be available to IDB Buyer on a timely basis (and in any event as of the Closing); and (z) no potential impediment exists to the funding of any of the Financing Letterspayment obligations of IDB Buyer under this Agreement. As of IDB Buyer has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date of this Agreement, and IDB Buyer will pay when due all other commitment or other fees arising under the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer Debt Commitment Letter as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedand when they become payable. 4.5 (d) The Buyer is not entering into aggregate net proceeds from the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately Debt Financing (both before and after giving effect to any "market flex" provisions contained in the Debt Commitment Letter) constitute all of the Transactionsfinancing required for the consummation of the transactions contemplated by this Agreement and are sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including to pay the Purchase Price, and to pay all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing. (e) There are no, and there will not be any, conditions precedent or other contingencies related to the obligation of any party to the Debt Commitment Letter to fund the full amount (or any portion) of the Debt Financing, and including any condition or other contingency relating to the payment availability of the aggregate Purchase Price and Debt Financing pursuant to any "market flex" provisions, other repayment or refinancing of debt that may be contemplated than as expressly set forth in the Debt Commitment Letter as in effect on the date hereof (the "Disclosed Conditions"). Other than the Disclosed Conditions, no Financing LettersSource or other Person has any right to impose, assuming: (a) satisfaction and IDB Buyer has no obligation to accept, any condition precedent to any funding of the conditions Debt Financing nor any reduction to the Buyer’s obligation aggregate amount available under the Debt Commitment Letter (nor any term or condition which could have the effect of reducing the aggregate amount available under the Debt Commitment Letter). There are no side letters and (except for the Debt Commitment Letter) there are no agreements, contracts, arrangements or understandings, whether written or oral, with any Lender, Financing Source or other Person relating to complete the Transactions Debt Financing or the Debt Commitment Letter (including any that could affect the availability of the Debt Financing). Other than as set forth hereinin the Debt Commitment Letter delivered to Seller prior to the date hereof, there are no conditions precedent relating to the funding of the full amount of the Debt Financing that would, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimatescould reasonably be expected to, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) impair the amount validity of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conductedDebt Commitment Letter, (ii) executereduce the aggregate amount of the Debt Financing, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete prevent or delay the consummation of the transactions contemplated by hereby, (iv) cause the Seller Subordinated NoteDebt Commitment Letter to be ineffective, or (v) otherwise result in the Debt Financing not being available on a timely basis in order to consummate the transactions contemplated hereby.

Financing. 4.1 The Buyer (a) Sequential has delivered to the Sellers MSLO a true, complete and correct and complete copies, as copy of the date of this Agreement, of: (a) executed debt commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersletter, dated as of the date of hereof between Sequential and GSO Capital Partners, LP (such commitment letter and all fee letters associated therewith, in each case as amended or otherwise modified only to the extent permitted by this Agreement, from JPMorgan Chase Bankcollectively, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing LettersCommitments”) ), pursuant to providewhich the lenders party thereto have committed, subject solely to the terms and conditions set forth therein, debt financing in an to lend the aggregate amount principal amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all As of the conditions precedent date hereof, (a) the Financing Commitments have not been amended, restated or otherwise modified, (b) no amendment, restatement or other modification to the obligations Financing Commitments is contemplated and (c) the respective commitments contained in the Financing Commitments have not been reduced, withdrawn, terminated or rescinded in any respect and, to Sequential’s knowledge, no reduction, withdrawal, termination or rescission is contemplated. Except for the fee letter referenced in the Financing Commitments (a true, complete and correct copy of which has been provided to MSLO, with only fee amounts and certain economic terms of the market flex agreed to by the parties thereunder to make Financing available to redacted, none of which redacted provisions will adversely affect the Buyer availability of, or impose conditions on the terms thereinavailability of, and the full amount of the Financing at Closing), there are no side letters or other agreements, Contracts or arrangements or understandings, whether written or oral, with any person relating related to the availability funding of the Financing at Completion, other than as expressly identified set forth in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (Commitments delivered to MSLO on or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing prior to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 date hereof. As of the date of this Agreement: (a) none of hereof, the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain Commitments are in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with constitute the Financing that are payable on or prior to the date hereof legal, valid and the Financing Letters are the valid, binding and enforceable obligations obligation of the BuyerSequential, and to the knowledge of the BuyerSequential, the other parties thereto, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). There are no conditions precedent or other contingencies (including pursuant to any “market flex” provisions in the related fee letter or otherwise) related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitments. As of the date hereof, (i) Sequential is not in default or breach under the terms and conditions of this Agreement, the Financing Commitments and no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of Sequential or, to the Buyer knowledge of Sequential, any other party thereto, under any the terms and conditions of the Financing Letters; or Commitments and (bii) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer Sequential has not received any written notice from any person with respect of such default or event. All commitment and other fees required to be paid on or prior to the actual or potential breach or default by date hereof under the Buyer’s Group Undertakings or any other party to any Financing Commitments have been paid and, assuming the satisfaction of the Financing Letters of conditions precedent to Sequential’s obligations in Section 7.1 and 7.3 hereunder, Sequential does not have any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that it will not be able to satisfy any term or condition of closing of the conditions Financing that is required to be satisfied as a condition to availability of the Financing or that the full amount of the Financing will not be satisfied or that the Financing will not be made available to Sequential on the Buyer Closing Date and, as of Completion; provided that the Buyer date hereof, Sequential is not making any warranty regarding aware of the effect existence of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking facts or events that would reasonably be expected to perform its obligations hereunder or the failure of any of the cause such conditions to the BuyerFinancing not to be satisfied or the full amount of the Financing not to be available. The aggregate proceeds contemplated to be provided under the Financing Commitments, together with Sequential’s obligation existing resources, in the aggregate, will be sufficient to Completion set forth make all required payments in connection with the MSLO Merger and the other transactions contemplated hereby, including payment of the MSLO Cash Consideration, any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Mergers (including all indebtedness of MSLO and its Subsidiaries required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection therewith) and all other amounts to be paid pursuant to this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinderand associated fees, delay or defraud either present or future creditors. Immediately after giving effect to all costs and expenses of the TransactionsMergers and the other transactions contemplated hereby, including the Financing, and on the payment of the aggregate Purchase Price and any other repayment or refinancing of debt Closing Date. Sequential affirms that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions it is not a condition to the Buyer’s obligation to complete the Transactions as set forth hereinClosing or any of its other obligations under this Agreement that it obtain financing for, or the waiver related to, any of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Notethis Agreement.

Financing. 4.1 The Buyer Parent has delivered to the Sellers trueCompany a fully executed copy of the commitment letter, correct dated as of July 15, 2014, between Parent, Bank of America, N.A. and complete copiesXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, including all exhibits, schedules, annexes, attachments and amendments to such letter in effect as of the date of this Agreement, of: Agreement and a fully executed copy of the fee letter referenced therein (a) executed commitment letters (provided that the provisions in any such fee letter related solely to fees and the economic terms of the “Equity Funding Letters”) from Silver Lake Partners III Cayman market flex” sections thereof agreed to by the parties may be redacted (AIV III)none of which redacted provisions relate to, L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Lettersor shall adversely affect, the “Financing Letters”availability or conditionality (either by imposing new or additional conditions or modifying any existing conditions) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completionthe Closing) (such commitment letter and related term sheets, other than together with all exhibits, annexes, schedules, amendments and attachments thereto, as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (amended or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing otherwise modified only to the extent permitted by this Agreement, collectively, the “Commitment Letter”). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the lenders thereunder have committed to provide to Parent the aggregate principal amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, terminated, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. There are no side letters or other Contracts or arrangements or understandings to which Parent, Merger Sub or any of their Affiliates is a party related to the funding of the full amount of the Financing (except for the fee letter referenced above and any engagement letters or fee discount letters related to the Financing, which will be not have an adverse impact on the funding of the full amount of the Financing pursuant to the Commitment Letter at or prior to the Closing on the terms and conditions set forth in this Agreement and such Commitment Letter). As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Parent, and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except as limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. There are no conditions precedent (including pursuant to any “flex” provisions) related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Assuming the Financing is funded in accordance with the Commitment Letter, and together with cash on hand at Parent, the Company and their respective Subsidiaries, Parent and Merger Sub will have at and after the Closing funds sufficient for the Buyer to pay payment of the aggregate Purchase Price, cash portion of the Merger Consideration and any other amounts required to be paid pursuant to Article II hereof, the funding of any required refinancings or repayments of any existing Indebtedness of the Company or Parent or any of their respective Subsidiaries in connection with the completion Merger and the payment of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused expenses required to be fully paid) all commitment fees or other fees due paid by Parent, Merger Sub and the Surviving Corporation in connection with the Financing that are payable on or prior to the date hereof this Agreement and the Financing Letters are (the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto“Required Amount”). As of the date execution and delivery of this Agreement, (i) no event has occurred and no circumstance exists which, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (bdefault) constitute or result in a failure to satisfy any a condition precedent set forth precedent, in any Financing Letter; provided that each case, on the Buyer is not making any warranty regarding the effect part of any inaccuracy of the warranties in Schedule 4Parent or, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As Knowledge of the date of this AgreementParent, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to the Commitment Letter, under the Commitment Letter, and (ii) Parent does not have any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent on the Buyer Closing Date. Each of Parent and Merger Sub, as of Completion; provided that the Buyer is not making applicable, has fully paid, or caused to be fully paid, any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder and all commitment fees or the failure of any of the conditions other fees to the Buyer’s obligation extent required to Completion set forth in be paid on or prior to the date of this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions in connection with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) MergerCo has delivered to the Sellers true, correct Company true and complete copiescopies of (i) the executed commitment letter, dated as of the date of this Agreement, of: (a) executed commitment letters Agreement (the “Equity Funding LettersDebt Financing Letter”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, made by and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” among MergerCo and collectively each of the “Equity Provider Group”) Debt Financing Sources party thereto pursuant to providewhich the Debt Financing Sources party thereto have committed, subject solely to the terms and conditions thereinthereof, equity financing in to lend the aggregate amount amounts set forth therein for the transactions contemplated by this Agreement (being collectively referred to as the “Equity Debt Financing”); , and (bii) the executed equity commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada Agreement (the “Debt Commitment Equity Financing Letters” and, and together with the Equity Funding LettersDebt Financing Letter, the “Financing Letters”) ), from the equity investors in MergerCo identified in Section 4.7 of the MergerCo Disclosure Letter (the “Equity Investors”), pursuant to providewhich such parties have committed, subject solely to the terms and conditions thereinthereof, debt financing in an aggregate amount to provide or cause to be provided the cash amounts set forth therein (being collectively referred to as the “Debt Equity Financing,” and together with the Equity Financing collectively referred to as Debt Financing, the “Financing”). The Financing Letters contain all of the conditions precedent Prior to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: , (ai) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); or modified and (bii) the respective commitments contained in such the Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 . The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due Financing Letters, in connection with the Financing that are payable on or prior form so delivered to the Company on the date hereof and the Financing Letters are the validhereof, binding and enforceable obligations are, as of the Buyerdate hereof, in full force and effect and, as of the date hereof, each constitutes a legal, valid and binding obligation of MergerCo, and to the knowledge best Knowledge of the BuyerMergerCo, the other parties thereto. As Except as specifically set forth in the applicable Financing Letters, (a) there are no conditions to the obligations of (i) the Equity Investors to fund the Equity Financing contemplated by the Equity Financing Letters and (ii) each Debt Financing Source that is party thereto as a lender (each, a “Lender”) to fund the Debt Financing contemplated by the applicable Debt Financing Letters, and (b) there are no contingencies pursuant to any contract, agreement or understanding relating to the transactions contemplated by this Agreement to which MergerCo is a party that would permit either the Equity Investors or the Lenders to reduce the total amount of the Financing contemplated by the Financing Letters (except as set forth in the Debt Financing Letter). Assuming the accuracy of the Company’s representations and warranties set forth in Article III, as of the date of this Agreementhereof, no event has occurred and no circumstance exists whichthat, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer MergerCo under any of the Financing Letters; term or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As Assuming the accuracy of the Company’s representations and warranties set forth in Article III and assuming the satisfaction of the conditions set forth in Section 6.2(b) with respect to the Company’s obligations under Section 5.14(b), as of the date hereof, MergerCo does not have any Knowledge of any event that would be reasonably likely to cause it to be unable to satisfy on a timely basis any term or condition of Closing to be satisfied by it contained in the Financing Letters. MergerCo has paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the date hereof in connection with the Financing Letters. (b) Subject to the funding of the financing set forth in the Financing Letters in accordance with their terms, the aggregate proceeds of the Financing contemplated by the Financing Letters is sufficient to enable MergerCo to pay the Merger Consideration and consummate the transactions contemplated by this Agreement. Subject to the requirements set forth in Section 5.14, the Debt Financing Letter may be superseded at the option of MergerCo after the date of this Agreement, the Buyer has no reason to believe that any of the conditions Agreement but prior to the Financing will not be satisfied or that Effective Time by instruments (the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the “New Debt Financing Letters, assuming: (a”) satisfaction of which replace the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, existing Debt Financing Letter and/or contemplate co-investment by or the waiver of financing from one or more other or additional parties. In such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5event, the term “SolventFinancing Letter” with respect as used herein shall be deemed to include the New Debt Financing Letters to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined extent then in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureeffect. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Parent has delivered to the Sellers true, correct Company (i) a true and complete copiescopy of a fully executed commitment letter, dated as of the date hereof, among Parent and the Financing Sources party thereto (including all exhibits, schedules, and annexes to such letters in effect as of the date hereof), pursuant to which the Financing Sources have committed, upon the terms and subject to the conditions set forth therein, to provide the debt financing described therein in connection with the transactions contemplated hereby and (ii) a true and complete copy of the fully executed fee letter referenced therein (together, the “Debt Commitment Letter”) relating to fees with respect to the Debt Financing (redacted to remove only fee amounts, the rates and amounts included in the “market flex” provisions and certain other economic terms (none of which could adversely affect the amounts, availability, timing or conditionality of the Debt Financing)). The Debt Commitment Letter and any other debt commitment letter (including any replacement of the Debt Commitment Letter and related fee letter in connection with any Alternative Financing) executed in accordance with Section 7.06, as replaced, amended, supplemented, modified or waived in accordance with Section 7.06, including all exhibits, schedules, and annexes to such letters, are hereinafter referred to together as the “Debt Commitment Letters”. The financing contemplated pursuant to the Debt Commitment Letters is hereinafter referred to as the “Debt Financing”. (b) As of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing Letter is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded is a legal, valid and binding obligation of Parent, and to the knowledge of Parent, the other parties thereto, and enforceable in any respect. 4.4 The Buyer has fully paid (or caused accordance with its terms against Parent, and to the knowledge of Parent, each of the other parties thereto, in each case, subject to the Bankruptcy and Equity Exceptions. All commitment fees required to be fully paid) paid under the Debt Commitment Letters have been paid in full by Parent or will be duly paid in full by Parent as and when due, and Parent has otherwise satisfied all commitment fees or of the other fees due in connection with items and conditions required to be satisfied by Parent, and within its control, pursuant to the Financing that are payable terms of the Debt Commitment Letter on or prior to the date hereof of this Agreement. The Debt Commitment Letter has not been amended, restated, modified or terminated, nor has compliance with any term thereof been waived, on or prior to the date of this Agreement and the Financing Letters are respective commitments contained in the validDebt Commitment Letter have not been withdrawn, binding and enforceable obligations of the Buyer, and rescinded or otherwise modified in any respect on or prior to the knowledge date of the Buyer, the other parties theretothis Agreement. As of the date of this Agreement, (i) no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) to constitute a default breach or breach default, in each case, on the part of Parent or, to the Buyer knowledge of Parent, any other party, under any the Debt Commitment Letter and (ii) assuming the accuracy of the Financing Letters; or (b) constitute or result Company’s representations and warranties contained in a failure to satisfy any condition precedent set forth Article IV and compliance by the Company with its covenants contained in any Financing Letter; provided Article VI and Article VIII, in each case, in all material respects, Parent has no knowledge that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the BuyerDebt Financing will not be satisfied on the Closing Date or that the Debt Financing or any other funds necessary for the satisfaction of all of Parent’s obligation and its Subsidiaries’ obligations under this Agreement will not be available to Completion Parent on the Closing Date. The consummation of the Debt Financing is subject to no conditions precedent other than those expressly set forth in this Agreement the copy of the Debt Commitment Letter delivered to be satisfiedthe Company, and there are no contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing other than those expressly set forth in the copy of the Debt Commitment Letter delivered to the Company on or prior to the date hereof. As Except for any engagement letters or related fee letters related to the permanent financing referred to in the Debt Commitment Letters, as of the date of this Agreement, the Buyer has not received there are no side letters or other agreements, Contracts or arrangements to which Parent or Merger Sub or any written notice from any person with respect of their respective Affiliates are a party related to the actual or potential breach or default funding of the Debt Financing. Assuming (A) the funding of the full amount of the Debt Financing in accordance with and subject to the satisfaction of the conditions of the Debt Commitment Letter and (B) the accuracy in all material respects of the Company’s representations and warranties set forth in Article IV of this Agreement and compliance in all material respects by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date Company with its covenants, agreements and obligations under Article VI and Article VIII of this Agreement, the Buyer has no reason to believe that any aggregate proceeds of the conditions to Debt Financing, together with cash or cash equivalents held by Parent and the Financing will not be satisfied or that other sources of funds referenced in the Financing will not be available to the Buyer Debt Commitment Letters, as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties Merger Effective Time, will be sufficient to enable Parent to pay in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement cash all amounts required to be satisfied. 4.5 The Buyer is not entering into paid by Parent and Merger Sub in cash on the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the TransactionsClosing Date, including the FinancingCash Consideration, and the payment all payments, fees and expenses payable by them related to or arising out of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction consummation of the conditions transactions contemplated by this Agreement that are required to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, paid as of such date, the sum of: (A) the value . The obligations of all liabilities of the Group Companies, taken as a whole, including contingent Parent and other liabilities, as of such date, as such quoted terms Merger Sub hereunder are generally determined not conditioned in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged any manner upon Parent or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureMerger Sub obtaining any financing. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Purchaser has delivered to the Sellers Seller true, complete and correct fully executed copies of (i) the debt commitment letter (including all exhibits, schedules and complete copiesannexes thereto and as amended or modified from time to time in accordance with its terms and to the extent permitted by Section 6.8(b), as of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity FinancingDebt Commitment Letter”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreementhereof, from JPMorgan Chase Bankthe Financing Entities, N.A.and (ii) that certain Incremental Assumption and Amendment Agreement and Amendment, Barclays Bank PLC dated as of the date hereof (including all exhibits, schedules and Royal Bank of Canada (annexes thereto and as amended and restated, supplemented or otherwise modified from time to time in accordance with its terms and to the “Debt Commitment Letters” and, together with the Equity Funding Lettersextent permitted by Section 6.8(b), the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,Credit Agreement Amendment” and together with the Equity Financing collectively referred to as Debt Commitment Letter, the “FinancingDebt Commitment Documents”). The , among the Purchaser, the Financing Letters contain all Entities and the other parties thereto, and (iii) any fee letters related to the foregoing (redacted, in the case of such fee letters, solely with respect to the amounts and percentages of the conditions precedent fees and other economic terms that are customarily redacted in connection with similar financings; provided that such redactions would not be reasonably expected to conceal any term that could terminate, reduce to below the obligations Required Amount the amount of, or adversely affect the conditionality or enforceability of the parties thereunder Debt Financing) (such Debt Commitment Documents and each such fee letter, collectively, the “Debt Financing Commitment”), pursuant to make which the applicable Financing available to the Buyer Entities have committed, on the terms and subject to the conditions set forth therein, to provide debt financing in the amounts set forth therein to Purchaser for the purposes of, among other things, financing the Transactions and related fees and expenses. (b) As of the date hereof, the Debt Financing Commitment is a legal, valid, binding and enforceable obligation of Purchaser and (to Purchaser’s knowledge) each of the other parties thereto (subject to the Bankruptcy and Equity Exception). As of the date hereof, the Debt Financing Commitment is in full force and effect, and the Debt Financing Commitment has not been terminated, withdrawn, rescinded or otherwise amended or modified in any respect and the commitments contained therein have not been terminated, withdrawn, rescinded, reduced or otherwise amended or modified in any respect (and no such termination, withdrawal, rescission, reduction, amendment or modification thereof is contemplated other than an amendment or modification solely to join additional Financing Sources thereto and to make certain other amendments, including to upsize the Purchaser’s revolver, modify existing financial maintenance covenants and make certain other amendments and modifications relating to the Purchaser’s revolver, provided that such amendments are not Prohibited Modifications). As of the date hereof, there are no side letters or other Contracts, agreements, arrangements or understandings, whether understandings of any kind (written or oral, with ) to which Purchaser or (to Purchaser’s knowledge) any person relating of its Affiliates is a party that are directly or indirectly related to the availability of Debt Financing Commitment or the Financing at CompletionDebt Financing, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions customary engagement letters and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer fee credit letters. Purchaser has fully paid (or caused to be fully paid) any and all commitment fees or other fees due or expenses in connection with the Debt Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretohereof. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of this Agreementthe Required Amount, other than as expressly set forth in the Debt Commitment Documents. As of the date hereof, no event has occurred and no circumstance exists as of the date hereof which, with or without notice, lapse of time or both, would (i) constitutes, or could reasonably be expected to): (a) constitute to constitute, a default or breach on the part of Purchaser or, to Purchaser’s Knowledge, any other party thereto under any term or condition of the Buyer under Debt Financing Commitment or (ii) could reasonably be expected to (A) make any of the Financing Letters; or (b) constitute or result in a failure representations of Purchaser or, to satisfy Purchaser’s Knowledge, any condition precedent other party thereto set forth in the Debt Financing Commitment inaccurate in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties respect, (B) result in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions in the Debt Financing Commitment not being satisfied on a timely basis or (C) otherwise result in the Debt Financing in an amount equal to at least the Buyer’s obligation to Completion set forth Required Amount not being available in this Agreement to be satisfiedaccordance with the terms of the Debt Financing Commitment. As of the date hereof, no Financing Entity has notified Purchaser of this Agreement, its intention to terminate the Buyer has Debt Financing Commitment or not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings provide all or any other party to any portion of the Financing Letters of any provision of any of the Financing LettersDebt Financing. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: Assuming (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b1) the accuracy of the representations and warranties of the Sellers set forth in Schedule 4; Article IV in all material respects and (c2) any estimates, projections or forecasts the performance by Seller of the Group Companies have been prepared covenants and agreements contained in good faith based upon reasonable assumptions, and payment of this Agreement in all related fees and expensesmaterial respects, the Company will be Solvent. For purposes of this paragraph 4.5Debt Financing, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined when funded in accordance with the applicable federal laws governing determinations Debt Financing Commitment, shall provide Purchaser with cash proceeds on the Closing Date in an amount that, together with cash then otherwise immediately available to Purchaser, is sufficient for the satisfaction of all of their respective obligations under the Transaction Documents and the Debt Financing Commitment, including the (i) payment of the solvency Closing Purchase Price (as well as the Final Purchase Price) and the repayment or refinancing of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be any outstanding Final Closing Indebtedness contemplated or required to pay be repaid or otherwise satisfied in connection with the probable liabilities consummation of the Group Companiestransactions contemplated hereby, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as payment of such date, an unreasonably small amount any and all fees and expenses of capital for the operation of the business in which it is engaged or proposed required to be engaged paid by Purchaser or any of its Affiliates on or prior to the Closing Date in connection with the transactions contemplated hereby and by the Buyer following such date; Debt Financing and (iii) satisfaction of all other payment obligations of Purchaser or any of its Affiliates contemplated hereunder and under the Company will other Transaction Documents and under the Debt Financing Commitment required to be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered made at or in connection with the Closing (the amounts contemplated by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to clauses (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and through (iii), the “Required Amount”). (c) take all action as may Purchaser acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, the consummation of the Debt Financing shall not be necessary a condition to complete the obligation of Purchaser to consummate the transactions contemplated by the Seller Subordinated Notehereby.

Financing. 4.1 The Buyer has delivered to At the Sellers true, correct and complete copies, as of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provideClosing, subject solely to the terms and conditions thereinof the Financing Commitments and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3, equity financing in assuming the aggregate amount accuracy of the Seller’s representations and warranties set forth therein in Article III and assuming compliance by the Seller with the covenants set forth herein, the Buyer will have on the Closing Date sufficient available funds to pay the consideration specified in Section 2.5 and to make all other necessary payments by it in connection with the transactions contemplated by this Agreement. Concurrently with the execution and delivery of this Agreement, the Buyer has received and accepted (being collectively referred to as the “Equity Financing”); and (bi) an executed equity commitment letters and redacted forms of fee lettersletter, dated as of the date of this Agreement, from JPMorgan Chase BankRoundTable Healthcare Partners IV, N.A.L.P. and RoundTable Healthcare Investors IV, Barclays Bank PLC and Royal Bank of Canada L.P. (the “Debt Commitment Letters” andRoundTable”), together with the Equity Funding Letters, the “Financing Letters”) pursuant to providewhich RoundTable has agreed, subject solely to the terms and conditions thereinthereof, debt to provide equity financing in an aggregate amount set forth therein (being as amended, restated, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 5.21, the “Equity Financing Commitment”), (ii) an executed commitment letter, dated as of the date of this Agreement (as amended, restated, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 5.21, the “Senior Debt Financing Commitments”), from Capital One, National Association and CIBC Bank USA (collectively referred with any other additional lead arrangers, bookrunners, managers, arrangers, agents, co-agents or lenders who become party to the Senior Debt Financing Commitments, the “Senior Lenders”), pursuant to which the Senior Lenders have agreed, subject to the terms and conditions thereof, to provide the debt amounts set forth therein and (iii) an executed commitment letter, dated as of the date of this Agreement (as amended, restated, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 5.21, together with the Senior Debt Financing Commitments, the “Debt Financing,Financing Commitments” and together with the Equity Financing collectively referred to as Commitment, the “FinancingFinancing Commitments”), from RoundTable Healthcare Capital Partners III, L.P. (the “Subordinated Lender”), pursuant to which the Subordinated Lender have agreed, subject to the terms and conditions thereof, to provide the debt amounts set forth therein. The Financing Letters contain all Buyer has delivered to the Seller true, complete and correct copies of the conditions precedent executed Financing Commitments and copies of the fee letters related to the obligations of the parties thereunder Senior Debt Financing Commitments (with only fee amounts, pricing caps, market flex and other economic terms redacted). As used in this Agreement, “Debt Financing Source” means any entity that has committed to make Financing available to provide or otherwise entered into agreements with the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Debt Financing, Alternative Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due financings in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of transactions contemplated by this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on including the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions parties to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Debt Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price Commitments and any other repayment joinder agreements or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all credit agreements related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they maturethereto. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer has delivered (a) On or prior to the Sellers true, correct and complete copies, as of the date of this Agreement, of: (a) Parent has delivered to the Company a true, complete and correct copy of the fully executed debt commitment letter, together with any related fee letters (with only the “Equity Funding Letters”) from Silver Lake Partners III Cayman fee amount, economic flex and certain other economic terms redacted in a customary manner (AIV III)none of which could reasonably be expected to adversely affect conditionality, L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively enforceability or termination provisions of the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in Commitment Letters or reduce the aggregate principal amount set forth therein (being collectively referred to as of the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters), dated as of the date of this Agreement, from JPMorgan Chase by and among X.X. Xxxxxx Xxxxx Bank, N.A., Barclays Bank PLC and Royal Bank of Canada Canada, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Parent and STG providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Debt Bank Commitment Letters” andLetter”) and a true, complete and correct copy of the fully executed bridge commitment letter, together with any related fee letters (with only the Equity Funding Lettersfee amount, the “Financing Letters”) economic flex and certain other economic terms redacted in a customary manner (none of which could reasonably be expected to provideadversely affect conditionality, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all enforceability or termination provisions of the conditions precedent to Commitment Letters or reduce the obligations aggregate principal amount of the parties thereunder to make Financing available to the Buyer on the terms thereinFinancing)), and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than dated as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred by and no circumstance exists among X.X. Xxxxxx Xxxxx Bank, N.A., Royal Bank of Canada, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc. , Parent and STG providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Bridge Commitment Letter,” and, together with the Bank Commitment Letter, the “Commitment Letters”), pursuant to which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on upon the part of terms and subject to the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent conditions set forth in any Financing Letter; provided that therein, each of X.X. Xxxxxx Xxxxx Bank, N.A., Royal Bank of Canada and Deutsche Bank AG New York Branch has agreed, severally but not jointly, to lend the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion amounts set forth in this Agreement to be satisfiedtherein, for the purpose of, among other things, paying the aggregate Cash Consideration. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect Commitment Letters are in full force and effect and constitute the valid, binding and enforceable obligation of Parent and, to the actual Knowledge of Parent, the other parties thereto, enforceable in accordance with their terms, in each case, subject to the Enforceability Exceptions. There are no conditions precedent related to the funding of the full amount of the Financing, other than the conditions precedent set forth in the Commitment Letters (such conditions precedent, the “Financing Conditions”). (b) As of the date of this Agreement, the Commitment Letters have not been amended or potential breach modified in any manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or default rescinded in any respect by Parent or, to the Buyer’s Group Undertakings or Knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the Knowledge of Parent, any other party thereto, other than mandatory reductions expressly contemplated thereby. As of the date of this Agreement, assuming the conditions set forth in Section 8.1 and Section 8.2 will be satisfied, Parent has no reason to believe that (i) any of the Financing Letters of any provision of any Conditions will not be satisfied on or prior to the Closing Date or (ii) the Financing will not be available to Parent on the Closing Date. (c) As of the Financing date of this Agreement, Parent is not in default or breach under the terms and conditions of the Commitment Letters. As of the date of this Agreement, there are no side letters, understandings or other agreements or arrangements relating to funding of the Buyer full amount of the Financing to which Parent or any of its Affiliates is a party that would be reasonably likely to affect the Financing in any respect, other than those set forth in the Commitment Letters. Parent or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees and amounts required by the Commitment Letters to be paid on or prior to the date of this Agreement. (d) Assuming that (i) the parties to the Commitment Letters (other than Parent or Merger Sub) perform their obligations in accordance with the terms of the Commitment Letters and (ii) the satisfaction or waiver of the condition set forth in Section 8.2(a) hereof, Parent will have at and as of the Closing Date sufficient available funds to consummate the Merger and to make all payments required to be made in connection therewith, including payment of the aggregate Cash Consideration, and all other amounts to be paid pursuant to this Agreement and associated costs and expenses of the Merger. As of the date of this Agreement, Xxxxxx has no reason to believe that the representation contained in the immediately preceding sentence will not be true at and as of the Closing Date. In no event shall the receipt or availability of any funds or financing (including the Financing) by or to Parent or any of its Affiliates or any other financing transaction be a condition to any of the conditions to the Financing will not be satisfied obligations of Parent or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedMerger Sub hereunder. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer has delivered (a) On or prior to the Sellers true, correct and complete copies, as of the date of this Agreement, of: (a) Parent has delivered to the Company true, complete and correct copy of the fully executed debt commitment letter, together with any related fee letters (with only the “Equity Funding Letters”) from Silver Lake Partners III Cayman fee amount, economic flex and certain other economic terms redacted in a customary manner (AIV III)none of which could reasonably be expected to adversely affect conditionality, L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively enforceability or termination provisions of the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in Commitment Letter or reduce the aggregate principal amount set forth therein (being collectively referred to as of the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters), dated as of the date of this Agreement, from JPMorgan Chase Bankby and among the Financing Sources named therein and Parent providing for debt financing as described therein (together, N.A.including all exhibits, Barclays Bank PLC schedules and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Lettersannexes, the “Financing LettersCommitment Letter”) ), pursuant to providewhich, subject solely to upon the terms and subject to the conditions set forth therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability each of the Financing at CompletionSources named therein has agreed, other than as expressly identified in severally but not jointly, to lend the Financing Letters. 4.2 Assuming the Financing is fundedamounts set forth therein, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay purpose of, among other things, paying the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedMerger Consideration. As of the date of this Agreement, the Buyer Commitment Letter is in full force and effect and constitutes the valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, in each case, subject to the Enforceability Exceptions. There are no conditions precedent related to the funding of the full amount of the Financing contemplated by the Commitment Letter, other than the conditions precedent set forth in the Commitment Letter (such conditions precedent, the “Financing Conditions”). (b) As of the date of this Agreement, the Commitment Letter has not received been amended or modified in any written notice from manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any person with respect by Parent or, to the actual or potential breach or default by the Buyer’s Group Undertakings or Knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the Knowledge of Parent, any other party thereto, other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed the Commitment Letter as of the Financing Letters date of any provision of any of this Agreement to the Financing Lettersextent permitted by Section 7.12 and mandatory reductions expressly contemplated thereby. As of the date of this Agreement, assuming the Buyer conditions set forth in Section 8.1 and Section 8.2 will be satisfied, Parent has no reason to believe that (i) any of the conditions to the Financing Conditions will not be satisfied on or that prior to the Closing Date or (ii) the Financing contemplated by the Commitment Letter will not be available to Parent on the Buyer as Closing Date. (c) As of Completion; provided that the Buyer date of this Agreement, Parent is not making any warranty regarding in default or breach under the effect of any inaccuracy terms and conditions of the warranties in Schedule 4Commitment Letter. As of the date of this Agreement, there are no side letters, understandings or other agreements or arrangements (other than customary fee credit letters and engagement letters) affecting the failure availability of any Seller’s Group Undertaking the full amount of the Financing to perform its obligations hereunder which Parent or the failure of any of the conditions to the Buyer’s obligation to Completion its Affiliates is a party, other than those set forth in the Commitment Letter and the fee letters related to the Commitment Letter delivered to the Company pursuant to Section 4.9(a). Parent or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees and amounts required by the Commitment Letter to be paid on or prior to the date of this Agreement. (d) Assuming that (i) the parties to the Commitment Letter (other than Parent or Merger Sub) perform their obligations in accordance with the terms of the Commitment Letter and (ii) the satisfaction or waiver of the condition set forth in Section 8.2(a) hereof, Parent will have at and as of the Closing Date sufficient available funds to satisfy all of Parent’s and Merger Sub’s obligations under this Agreement to be satisfied. 4.5 The Buyer is not entering into and under the Transactions with Commitment Letter and the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactionstransactions contemplated hereby and thereby, including the Financing, and the payment of the aggregate Purchase Price and Merger Consideration, any other payments in respect of equity compensation obligations to be made in connection with the Merger, any repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction any outstanding indebtedness of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expensesParent, the Company will and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter and all other amounts to be Solvent. For purposes of paid pursuant to this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount Agreement and associated costs and expenses of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent Merger and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated thereby (such amounts, collectively, the “Merger Amounts”). As of the date of this Agreement, Parent has no reason to believe that the representation contained in the immediately preceding sentence will not be true at and as of the Closing Date. In no event shall the receipt or availability of any funds or financing (including the Financing contemplated by the Seller Subordinated NoteCommitment Letter) by or to Parent or any of its Affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub hereunder.

Financing. 4.1 The (a) Buyer has delivered to the Sellers true, correct Seller true and complete copies, as including all exhibits, schedules or amendments thereto, of the date of this Agreement, of: fully executed (ai) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersletter, dated as of the date of this Agreementhereof (including the exhibits attached thereto, the “Debt Commitment Letter”), from JPMorgan Chase Bankthe lenders party thereto (collectively, N.A.the “Lenders”) relating to the commitment of the Lenders to provide debt financing in the aggregate amount, Barclays Bank PLC and Royal Bank of Canada subject to the terms and conditions, set forth therein (the “Debt Financing”), and any fee letters related thereto, which have been redacted in the manner required by the terms thereof, (ii) commitment letter, dated as of the date hereof (the “Equity Commitment LettersLetter” and, together with the Equity Funding LettersDebt Commitment Letter, the “Financing Commitment Letters”), from Broad Street Principal Investments, L.L.C. (“Sponsor”) relating to providethe commitment of Sponsor to invest in Buyer the aggregate cash amount, and subject solely to the terms and conditions thereinconditions, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Equity Financing,” and ”) (the Equity Financing, together with the Equity Financing Debt Financing, collectively referred to as the “Financing”), (iii) limited guarantee, dated as of the date hereof, of Sponsor (the “BSPI Guarantee”) and (iv) guaranty, dated as of the date hereof, of The Xxxxxxx Xxxxx Group, Inc. (the “GS Guaranty”, and collectively with the BSPI Guarantee, the “Guarantees”). (b) The Equity Commitment Letter and the Guarantees are in full force and effect and are valid and enforceable against the parties thereto and the Debt Commitment Letter is in full force and effect and is valid and enforceable against Buyer, and to the knowledge of Buyer, the other parties thereto, in each case in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and principles of equity and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Financing Letters contain all aggregate proceeds contemplated to be provided by the Commitment Letters, assuming satisfaction of the conditions precedent thereto, will be sufficient to consummate the transactions contemplated by this Agreement and to pay all of Buyer’s related fees and expenses. The obligations of the parties thereunder Lenders and Sponsor to make Financing available fund the full amount of the commitments under the Commitment Letters are not subject to any conditions or any contingencies that would permit the Buyer on Lenders or Sponsor to reduce the terms thereintotal amount of the Financing, and there other than as expressly set forth in the Commitment Letters. There are no side letters or other agreements, contracts or arrangements or understandings, whether written or oral, with any person (except for customary fee letters and engagement letters) relating to the availability funding or investing, as applicable, of the full amount of the Debt Financing at Completion, or the Equity Financing other than as expressly identified set forth in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds or contemplated by the Financing Letters (Debt Commitment Letter or such other amounts the Equity Commitment Letter, as applicable; provided, that, after the date hereof, Sponsor and Buyer may arrange in lieu of enter into agreements with one or more Permitted Assignees assigning to such Permitted Assignees all or a portion of Sponsor’s obligations to fund or enter into agreements with one or more Permitted Assignees for a corresponding commitment to fund the Equity Financing to under the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid Equity Commitment Letter in connection accordance with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretoterms thereof. As of the date of this Agreement, Buyer has fully paid or caused to be paid any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters, to the extent the same are due and payable as of the date of this Agreement. As of the date of this Agreement, (i) none of the Commitment Letters has been amended or modified, no such amendment or modification is contemplated, and the respective commitments have not been withdrawn or rescinded in any way and (ii) no event has occurred and no circumstance exists which, that (with or without notice, lapse of time or both, ) would (or could reasonably be expected to): (a) constitute a breach or default under the Commitment Letters by Buyer or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedSponsor. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason knowledge of any facts or circumstances that are reasonably likely to believe that result in (i) any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is the Commitment Letters not entering into the Transactions with the intent to hinder, delay being satisfied or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will funding contemplated in the Commitment Letters not have, as of such date, an unreasonably small amount of capital for being made available to Buyer on a timely basis (taking into account the operation expected timing and duration of the business Marketing Period) in which it is engaged or proposed order to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete consummate the transactions contemplated by the Seller Subordinated Notethis Agreement.

Financing. 4.1 The Buyer has True and complete copies of the following documents have been delivered to the Sellers trueCompany: (i) the fully executed commitment letter, correct and complete copies, dated as of the date of this Agreement, of: (a) executed commitment letters Agreement (the “Equity Funding LettersDebt Financing Letter”) from Silver Lake Partners III Cayman (AIV III), pursuant to which Xxxxxxx Xxxxx Credit Partners L.P., CPP Investment Board Private Holdings Inc.JPMorgan Chase Bank, Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, N.A. and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provideX.X. Xxxxxx Securities Inc. have committed, subject solely to the terms and conditions thereinthereof, equity financing in to lend the aggregate amount amounts set forth therein (being collectively referred to as the “Equity Debt Financing”); , and (bii) the fully executed equity commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bankfunds managed by GS Capital Partners, N.A.X.X. Xxxxxx Partners, Barclays Bank PLC LLC, CCMP Capital Associates, L.P., Xxxxxx X. Xxx Partners, L.P. and Royal Bank of Canada Warburg Pincus LLC (the “Debt Commitment Equity Financing Letters” and, and together with the Equity Funding LettersDebt Financing Letter, the “Financing Letters”) ), pursuant to providewhich such parties have committed, subject solely to the terms and conditions thereinthereof, debt financing in an aggregate amount to provide or cause to be provided the cash amounts set forth therein (being collectively referred to as the “Debt Equity Financing,” and together with the Equity Financing collectively referred to as Debt Financing, the “Financing”). The Financing Letters contain all of are the conditions precedent only agreements that have been entered into by MergerCo, SibCo or their respective Affiliates with respect to the obligations of the parties thereunder Financing. Prior to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: , (ai) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); or modified, and (bii) the respective commitments contained in such the Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior . Subject to the date hereof and the Financing Letters are the validlast two sentences of this paragraph, binding and enforceable obligations each of the BuyerEquity Financing Letters, in the form so delivered, is in full force and to the knowledge effect and is a legal, valid and binding obligation of the Buyer, MergerCo and the other parties thereto. As of the date of this Agreement, no the Debt Financing Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of SibCo and the other parties thereto. No event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer MergerCo under any term or condition of the Equity Financing Letters; or (b) constitute or result in a failure Letters and neither SibCo nor MergerCo has any reason to believe that it will be unable to satisfy by the Outside Date any term or condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement closing to be satisfied. As of satisfied by it contained in the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Equity Financing Letters. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the Buyer part of SibCo under any term or condition of the Debt Financing Letters. As of the date of this Agreement, neither SibCo nor MergerCo has no 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 contained in the Debt Financing Letters. SibCo has fully paid any and all commitment fees or other fees incurred in connection with the Financing Letters that have become due and payable. Subject to its terms and conditions, the Financing, when funded in accordance with the Financing Letters, and after giving effect to the Equity Rollover Commitment, together with cash on hand from operations of the conditions Company, will provide funds at the Closing and at the Effective Time sufficient to consummate the Financing will not be satisfied or that Merger upon the Financing will not be available terms contemplated by this Agreement and to the Buyer as pay all related fees and expenses associated therewith, including payment of Completion; provided that the Buyer is not making any warranty regarding the effect all amounts under Article II of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth this Agreement. Notwithstanding anything in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hindercontrary, delay or defraud either present or future creditors. Immediately after giving effect to all each of the Transactions, including the Financing, Debt Financing Letter and the payment Equity Financing Letters may be superseded at the option of SibCo (in the case of the aggregate Purchase Price and any other repayment Debt Financing Letter) or refinancing of debt that may be contemplated MergerCo (in the case of the Equity Financing Letters) after the date of this Agreement but prior to the Effective Time by instruments (the “New Financing Letters”) which replace the existing Debt Financing Letter or the existing Equity Financing Letters and/or contemplate co-investment by or financing from one or more other or additional parties; provided, that the terms of the New Financing Letters shall not (a) expand upon the conditions precedent to the Financing as set forth in the Debt Financing Letter and/or Equity Financing Letters, assuming: (a) satisfaction of the as applicable in any respect that would reasonably be expected to make such conditions less likely to the Buyer’s obligation to complete the Transactions as set forth herein, be satisfied or the waiver of such conditions; (b) reasonably be expected to delay the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expensesClosing. In such event, the Company will terms “Financing Letter”, “Equity Financing Letters” and “Debt Financing Letter” as used herein shall be Solvent. For purposes of this paragraph 4.5, deemed to include the term “Solvent” with respect New Financing Letters to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined extent then in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureeffect. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer Parent has delivered to the Sellers true, correct Company true and complete copiesfully executed copies of (a) the commitment letter, dated as of the date hereof, among Parent, Xxxxxxx Sachs Bank USA and Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Commitment Letter”) and (b) the fee letter, among Parent, Xxxxxxx Sachs Bank USA and Xxxxxx Xxxxxxx Senior Funding, Inc., dated as of the date hereof (in each case, as redacted to remove only fee amounts, pricing caps, rates and amounts included in the “market flex,” certain other economic provisions and certain other confidential terms (none of which could affect the conditionality, principal amount, enforceability, termination or availability of the Financing)), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this AgreementAgreement (collectively, of: (a) executed commitment letters (the “Equity Funding Debt Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, pursuant to which and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions thereinthereof, equity financing in each of the aggregate amount parties thereto (other than Parent) has severally committed to lend the amounts set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada Parent (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions provision of such funds as set forth therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”)) for the purposes set forth in such Debt Letters. The Financing Debt Letters contain all of the conditions precedent have not been amended, restated or otherwise modified or waived prior to the obligations execution and delivery of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, this Agreement (other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is fundedpermitted pursuant to Section 5.04(d), the net proceeds contemplated by the Financing Letters (or such including amendments to add lenders, arrangers, agents, bookrunners, managers and other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Pricefinancing sources), any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing the Debt Letters remain have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Debt Letters are in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with constitute the Financing that are payable on or prior legal, valid and binding obligation of each of Parent and, to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the BuyerParent’s knowledge, the other parties thereto, subject in each case to the Bankruptcy and Equity Exceptions. There are no conditions precedent or contingencies directly or indirectly related to the funding of the Financing pursuant to the Debt Letters, other than as expressly set forth in the Debt Letters. Assuming the Financing is funded in accordance with the terms of the Debt Letters, Parent and Merger Sub will have at the Closing the funds required to pay all of Parent’s obligations under this Agreement, including the payment of the Merger Consideration and all fees and expenses expected to be incurred in connection therewith. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a breach or default or breach on the part of Parent or, to Parent’s Knowledge, any other party to the Buyer Debt Letters under the Debt Letters that would (a) result in any of the Financing Letters; conditions in the Debt Letters not being satisfied or (b) constitute or otherwise result in the Financing not being available, other than such default or breach that has been waived by the Lenders or otherwise cured in a failure timely manner by Parent or Merger Sub to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy satisfaction of the warranties in Schedule 4Lenders, as the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedcase may be. As of the date of this Agreement, the Buyer has not received any there are no side letters or other agreements, Contracts, arrangements or understandings (written notice from any person with respect or oral) directly or indirectly related to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any funding of the Financing Letters of any provision of any that could affect the conditionality, principal amount or availability of the Financing other than as expressly set forth in the Debt Letters. As Parent will pay on the Business Day immediately following the execution of this Agreement all commitment fees or other fees required by the terms of the Debt Letters to be paid in connection with the execution of this Agreement in connection with the Financing. Assuming the accuracy of the Company’s representations and warranties contained herein, as of the date of this Agreement, the Buyer Parent has no reason to believe that any of the conditions to the Financing contemplated by the Debt Letters will not be satisfied on a timely basis or that the Financing contemplated by the Debt Letters will not be made available to on the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedClosing Date. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Parent has delivered to the Sellers Company true, correct and complete copies, as copies of the date of this Agreement, of: (a) executed commitment letters letter from (the i) Xxxxxx Xxxxxxx Senior Funding, Inc., (ii) The Bank of Tokyo-Mitsubishi UFJ, Ltd., MUFG Union Bank, N.A., MUFG Securities Americas Inc. (collectively, “Equity Funding LettersMUFG”) from Silver Lake Partners III Cayman and/or any other affiliates or subsidiaries as MUFG collectively deems appropriate to provide the services referred to therein, (AIV III)iii) TD Securities (USA) LLC, L.P.(iv) The Toronto-Dominion Bank, CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey New York Branch, and Andreessen Xxxxxxxx Fund I(v) Mizuho Bank, L.P. Ltd. (eachincluding all exhibits, an “Equity Provider,” annexes, schedules and collectively term sheets, as amended, modified, supplemented or replaced in accordance with the terms hereof, the “Equity Provider GroupDebt Commitment Letter”) ), pursuant to providewhich, and subject solely to the terms and conditions thereinthereof, equity financing in the aggregate amount Financing Sources party thereto have committed to lend the amounts set forth therein on the terms set forth therein to Consolidated Communications, Inc., a Subsidiary of Parent (being collectively referred to as “Borrower” ) for the “Equity Financing”); and (b) executed commitment letters and redacted forms purpose of fee letters, dated as of funding the date of transactions contemplated by this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada Agreement (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified As used in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement, (x) will be sufficient for “Financing Sources” means the Buyer Persons (including without limitation, lenders, agents and arrangers) that have committed to pay the aggregate Purchase Price, any other amounts required to be paid provide or otherwise entered into agreements in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Debt Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn commitment or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due alternative debt financings in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of transactions contemplated by this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under including any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided Persons that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party become committed thereunder pursuant to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering joinder agreement thereto entered into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of terms hereof and thereof together with their Affiliates, officers, directors, employees and Representatives involved in the solvency of debtors; Debt Financing and their respective successors and assigns and (By) without duplication of liabilities “Debt Financing” shall be deemed to include any financing pursuant to any “market flex” in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureDebt Commitment Letter. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 (a) No later than the second (2nd) Business Day after satisfaction or waiver of the conditions set forth in Article VII (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), and at all times thereafter until the earlier of the Closing or the termination of this Agreement pursuant to Article VIII, the Buyer and the Transitory Subsidiary will have sufficient funds to perform all of their respective obligations under this Agreement and to consummate the Merger. (b) The Buyer has delivered to the Sellers true, correct Company a true and complete copies, as copy of the date of this Agreement, of: (a) a fully executed commitment letters letter (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity FinancingDebt Commitment Letter”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreementhereof, from JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association and Xxxxx Fargo Securities, Barclays Bank PLC and Royal Bank of Canada LLC (the “Debt Commitment Letters” and, together with the Equity Funding Letterssuch institutions, the “Financing LettersArrangers”) ). Pursuant to provide, the Debt Commitment Letter and subject solely to the terms and conditions thereincontained therein (including the exhibits thereto), the Arrangers have committed to provide $125,000,000 in aggregate principal amount of debt financing in an aggregate amount for the purposes set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”) to the Buyer at the Effective Time (the “Debt Commitment”). The Financing Letters contain all of obligations to fund the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability full amount of the Financing at Completion, under the Debt Commitment Letter are not subject to any condition precedents other than as those expressly identified set forth in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 Debt Commitment Letter. As of the date hereof, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of this Agreement: (atime or both would constitute a default) none on the part of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) Buyer under the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the validDebt Commitment Letter or, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, any other party to the other parties thereto. As of Debt Commitment Letter, and (ii) subject to the date of this Agreement, no event has occurred and no circumstance exists which, Company’s compliance with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of under this Agreement, the Buyer has does not received have any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary to pay the Aggregate Merger Consideration and to make all other necessary payments by the Buyer in connection with the Merger, including the payment of all fees and expenses reasonably expected to be incurred by the Buyer in connection with the transactions contemplated by this Agreement, will not be available to the Buyer as of Completion; provided that on the Buyer is not making any warranty regarding the effect of any inaccuracy Closing Date. As of the warranties in Schedule 4date hereof, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth Debt Commitment Letter is in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving full force and effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute constitutes the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with obligation, according to its terms, of each of the Buyer and, to the Buyer’s knowledge, the other parties thereto, subject to the Bankruptcy and Equity Exception. Finance LLC The Debt Commitment Letter has all requisite power and authority not been amended, restated or otherwise modified or waived on the part of the Buyer prior to (i) carry on its business as now being conductedthe date of this Agreement, (ii) executethe respective commitments contained in the Debt Commitment Letter have not, deliver and perform to the Seller Subordinated Noteknowledge of the Buyer, been withdrawn, modified or rescinded in any respect prior to the date of this Agreement, and (iii) take the financing and other fees that are due and payable on or before the date of this Agreement under the Debt Commitment Letter have been paid in full. Subject to the terms and conditions of the Debt Commitment Letter, the net funds contemplated to be received pursuant to the Debt Commitment Letter, together with other financial resources of the Buyer, including cash on hand on the Closing Date, will be sufficient to pay the Aggregate Merger Consideration and to make all action as may other necessary payments by the Buyer in connection with the Merger, including the payment of all fees and expenses reasonably expected to be necessary to complete incurred by the Buyer, in connection the transactions contemplated by the Seller Subordinated Notethis Agreement.

Financing. 4.1 The (a) Buyer has not been advised in any manner by any counterparty to a Subscription Agreement, and otherwise has no reason to believe, that the transactions contemplated by any of the Subscription Agreements shall not be consummated within three Business Days after the date hereof. Prior to the execution hereof, Buyer has delivered to the Sellers Seller true, complete and correct copies of each Subscription Agreement. Each Subscription Agreement is a valid and complete copies, as binding agreement of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” Buyer and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto, is enforceable against Buyer and, to the knowledge of Buyer, the other parties thereto, in accordance with its terms (subject to the Enforceability Exceptions) and is in full force and effect. As Buyer has performed all of the obligations required to be performed by it to date under each Subscription Agreement in all material respects. Neither Buyer nor, to the knowledge of this AgreementBuyer, no any other party thereto, is in default or breach in any material respect under the terms of any Subscription Agreement and, to the knowledge of Buyer, neither Buyer nor any other party thereto, has received notice alleging the existence of any event has occurred and no circumstance exists whichor condition that constitutes or, with after notice or without notice, lapse of time or both, would (or could reasonably be expected to): (a) will constitute such a default or breach on breach. (b) Buyer (i) has (assuming the part completion of the Buyer under any of the Financing Letters; or (b) constitute or result Capital Raise in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is an amount not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financingless than $66,000,000), and the will have at Closing, sufficient cash to enable it to make payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may amounts to be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptionspaid by it hereunder, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) is and will be at Closing (after giving effect to the Company will not havetransactions contemplated hereby, including the Buyer Capital Raise, on a pro forma basis) at least “well-capitalized,” as of such date, an unreasonably small amount of capital for defined in the operation BHC Act. Buyer acknowledges and agrees that neither the consummation of the business in which it is engaged or proposed to be engaged by Buyer Capital Raise nor the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation consummation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated NoteSubscription Agreements shall be deemed a condition to Buyer’s obligation to consummate the Closing. No regulator has indicated that it will condition any of the Governmental Authorizations set forth in Section 4.03 upon an increase in Buyer’s capital or compliance with any capital requirement, standard or ratio, in each case that would not be satisfied by the completion of the Buyer Capital Raise in an amount not less than $66,000,000, assuming for this purpose that the closing under the Subscription Agreements has occurred.

Financing. 4.1 The Buyer has delivered to the Sellers true, correct and complete copies, as (a) As of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely Parent has delivered to the terms Company a true, complete and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) correct copy of a fully executed debt commitment letters and redacted forms of fee lettersletter, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada Agreement (the “Debt Commitment Letters” and, together with all exhibits, schedules, annexes, amendments, modifications, term sheets, and joinders thereto, as the Equity Funding Letterssame may be amended, restated, amended and restated, supplemented, extended, replaced, or otherwise modified from time to time in a manner not in violation of Section 7.13(b), the “Financing LettersCommitment Letter”) and the fully executed fee letter (together with all exhibits, schedules, annexes, amendments, modifications, term sheets, and joinders thereto, as the same may be amended, restated, amended and restated, supplemented, extended, replaced or otherwise modified from time to providetime in a manner not in violation of Section 7.13(b), the “Fee Letter”) relating thereto (except that, at the election of Parent, the fee amounts, “flex terms”, pricing (including yield or interest rate) caps, original issue discount amounts, and other economic or similar terms in the Fee Letter may be redacted so long as no provision that would reasonably be expected to adversely affect the aggregate principal amount, conditionality, availability, termination, or enforceability of the Financing may be redacted) (such Commitment Letter and Fee Letter are referred to collectively herein as the “Financing Commitment”), among Parent and the Financing Sources, pursuant to which the Financing Sources have agreed, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at CompletionCommitment, other than as expressly identified in to provide or cause to be provided, on a several and not joint basis, the Financing Lettersaggregate amount of debt financing described therein. 4.2 Assuming the (b) The Financing is fundedCommitment is, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain hereof, in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 effect. The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with Financing Commitment is the Financing that are payable on or prior to the date hereof and the Financing Letters are the legal, valid, binding and enforceable obligations obligation of the BuyerParent and, and to the knowledge of the BuyerParent, the other parties thereto, as the case may be, in each case, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance moratorium, equitable principles or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally. The Financing Commitment has not or will not be amended, modified, supplemented, extended or replaced, except as permitted under Section 7.13(b). As of the date hereof, (i) neither Parent nor, to the knowledge of this AgreementParent, any other counterparty to the Financing Commitment is in breach of any of its covenants or other obligations set forth in, or is in default under, the Financing Commitment, in each case, to the extent any such breach would reasonably be expected to have an adverse effect on the amount, conditionality, or availability of the Financing, and (ii) assuming the accuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth in the Financing Commitment), no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could would reasonably be expected to): to (aA) constitute or result in a breach or default or breach on the part of Parent (or, to the Buyer under knowledge of Parent, any of the Financing Letters; or Sources) under the Financing Commitment, (bB) constitute or result in a failure to satisfy any a condition precedent set forth in the Financing Commitment, or (C) otherwise result in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy portion of the warranties in Schedule 4, Financing not being available on the failure of any Seller’s Group Undertaking to perform its obligations hereunder Closing Date (except as would be financed by Parent with cash or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedequity). As of the date of this Agreementhereof, the Buyer Parent has not received any written notice or other written communication from any person party to the Financing Commitment with respect to the (i) any actual or potential material breach or default by on the Buyer’s Group Undertakings part of Parent or any other party to the Financing Commitment or (ii) any intention of such party to terminate the Financing Commitment or to not provide all or any portion of the Financing, in each case, to the extent any such written notice or other written communication would reasonably be expected to have an adverse effect on the amount, conditionality or availability of the Financing. Assuming the satisfaction of the conditions set forth in Section 8.1 and Section 8.3 hereof and the accuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction by Parent of a condition precedent set forth in the Financing Commitment), as of the date hereof, Parent, Merger Sub 1, and Merger Sub 2: (i) have no reason to believe (both before and after giving effect to any “flex” provisions contained in the Financing Commitment) that they will be unable to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing Letters and (ii) know of any provision of any of no fact, occurrence, circumstance or condition that would reasonably be expected to (A) cause the Financing LettersCommitment to be terminated, withdrawn, modified, repudiated or rescinded or to be or become unenforceable or (B) otherwise cause any portion of funding contemplated by the Financing Commitment to not be available to Parent on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing other than as expressly set forth in the Financing Commitment. There are no side letters or other agreements, contracts or arrangements, whether written or oral, that would affect the availability or conditionality of the Financing on the Closing Date, in each case, to which the Parent, Merger Sub 1 or Merger Sub 2 are a party, other than as expressly set forth in or expressly contemplated by the Financing Commitment. All accrued commitment fees or other fees or deposits required to be paid under the Financing Commitment on or prior to the date of this Agreement, the Buyer has no reason to believe that any of the conditions Agreement have been paid in full. (c) The aggregate proceeds committed pursuant to the Financing will not be satisfied or that the Financing will not be Commitment, together with any cash currently available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4Parent, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinderare sufficient (after netting out applicable fees, delay or defraud either present or future creditors. Immediately expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of “flex” (including original issue discount “flex”) contemplated by the Financing Commitment) to enable Parent to (i) pay all of the Transactions, including the Financing, and the payment of Cash Consideration together with the aggregate Purchase Price and any other repayment or refinancing amount cash in lieu of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction fractional shares of the conditions Parent Common Stock payable pursuant to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; Section 2.5 and (cii) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of pay all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” expenses associated with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Notethis Agreement.

Financing. 4.1 The Buyer (a) At the Initial Merger Effective Time, Parent will have available to it sources of immediately available funds sufficient to consummate the Mergers and to pay all amounts required to be paid by it in connection with the transactions contemplated by this Agreement, including the Cash Election Consideration. (b) As of the date hereof, Parent has delivered provided to the Sellers Company a true, correct and complete copiescopy of that certain commitment letter, dated as of the date of this Agreementhereof, of: by and among Finance LLC and the Debt Financing Sources party thereto (a) executed commitment letters (together with the term sheet and all exhibits, schedules and annexes thereto, the “Equity Funding LettersCommitment Letter”), and all fee letters associated therewith (as amended, supplemented, extended, replaced or otherwise modified from time to time in accordance with the terms hereof, collectively, the “Fee Letter”) from Silver Lake Partners III Cayman (AIV IIIprovided that provisions in the Fee Letter related solely to fees, economic terms and “market flex” provisions agreed to by the parties may be redacted (none of which redacted provisions could reasonably be expected to impose additional conditions or contingencies on the availability of Debt Financing at the Closing), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing Debt Financing in the aggregate amount set forth therein (being collectively referred for the purpose of funding the transactions contemplated by this Agreement). The Commitment Letter has not been amended or modified prior to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersdate hereof, dated and, as of the date of this Agreementhereof, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms thereinno amendment or modification is contemplated or pending, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and the Commitment Letter have not been withdrawn withdrawn, terminated or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge Knowledge of Parent, no such withdrawal, termination or rescission is contemplated. Assuming the satisfaction of the Buyerconditions set forth in Section 6.1 and Section 6.2, the other parties thereto. As as of the date of this Agreementhereof, no event has occurred and no circumstance exists which, with or without notice, notice or lapse of time or both, would (or could would reasonably be expected to): (a) to constitute a default or breach on the part of Finance LLC or, to the Buyer Knowledge of Parent, any other Person, in each case, under any the Commitment Letter. The funding of the full amount of the Debt Financing Letters; contemplated by the Commitment Letter is not subject to any conditions or (b) constitute or result in a failure to satisfy any condition precedent other contingencies other than as set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy expressly therein and as of the warranties in Schedule 4date hereof, the failure Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of any Seller’s Group Undertaking Finance LLC and, to perform its obligations hereunder or the failure Knowledge of any Parent, each of the conditions other parties thereto, as the case may be, subject to Enforceability Exceptions. All commitment and other fees required to be paid under the Commitment Letter prior to the Buyer’s obligation to Completion set forth date hereof have been paid in this Agreement to be satisfiedfull. As of the date hereof, neither Parent nor any of this Agreementits Affiliates has entered into any agreement, the Buyer has not received any written notice from any person with respect side letter or other arrangement relating to the actual or potential breach or default Debt Financing contemplated by the Buyer’s Group Undertakings or any Commitment Letter, other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer than as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedthe Commitment Letter and the Fee Letter. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) Xxxxxx acknowledges and agrees that in no event is the receipt or availability of any estimates, projections funds or forecasts of financing (including the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect Debt Financing) by any Parent Party or Finance LLC a condition to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureClosing. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (i) Parent has delivered to the Sellers Company a true, complete and correct copy of (A) an executed commitment letter, dated as of the date of this Agreement (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.17, the “Debt Commitment Letter”), from the lenders (including any lenders who become party thereto by joinder or otherwise) party thereto (collectively, the “Lenders”), together with their respective Affiliates, officers, directors, employees, agents, equityholders, advisors and representatives and their respective successors and assigns involved in the Debt Financing (the “Financing Sources”), pursuant to which the Lenders or their respective Affiliates have agreed, subject to the terms and conditions thereof, to provide the debt amounts set forth therein (the debt financing contemplated by the Debt Commitment Letter (including any debt securities to be incurred in connection with the Bond Financing), together with any permitted Alternative Debt Financing (as defined below), is collectively referred to in this Agreement as, the “Debt Financing”), and (B) the fee letter referred to in the Debt Commitment Letter (with solely the fee amounts, pricing caps and other economic “market flex” monetary terms redacted in a customary manner (none of which would adversely affect or reduce the amount or availability of the Debt Financing (other than as may be permitted pursuant to, and in accordance with, Section 1.3 and as set forth on Section 1.1 of the Parent Disclosure Letter)) (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.17, the “Fee Letter”). (ii) The Purchasers have delivered to the Company true, correct and complete copiescopies of the executed Plan Support Agreement, the executed Backstop Agreement, the Guarantee and the executed Equity Commitment Letter, each dated on or about the date of this Agreement, executed by each of the Purchaser Transaction Parties that is party thereto. (iii) Except as expressly set forth in the Debt Commitment Letter, Equity Commitment Letter, the Backstop Agreement and the Guarantee (collectively, the “Commitment Documents”) (or in the unredacted portions of the Fee Letter) delivered to the Company, there are no conditions precedent to the obligations of the Lenders or their respective Affiliates or Equity Commitment Parties to provide the financings contemplated thereby (collectively, the “Financing”) or any contingencies that would permit the Lenders or their respective Affiliates or Equity Commitment Parties to reduce the total amount of the Debt Financing or Equity Financing, as applicable. There are no other agreements, side letters or arrangements relating to the Financing to which either of the Purchasers is a party as of the date of this Agreement which could impose conditions to the funding of the Financing, other than those set forth in the Commitment Documents (or in the unredacted portions of the Fee Letter) and the payment of fees to applicable Lenders and Purchaser Transaction Parties or their respective Affiliates in connection with the Financing. As of the date of this Agreement, assuming the truth and accuracy of the representations and warranties of the Company and EFIH contained in this Agreement and the Backstop Agreement, neither Purchaser has any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Documents or the Fee Letter at the time it is required to consummate the First Closing hereunder, nor does either Purchaser have knowledge, as of the date of this Agreement, of: that any of the Lenders or their respective Affiliates or Equity Commitment Parties will not perform their respective funding obligations under the Commitment Documents in accordance with its terms and conditions. (aiv) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III)The Commitment Documents are a valid, L.P.binding obligation of each Purchaser and, CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms knowledge of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letterseach Purchaser, the “Financing Letters”) to provideother parties thereto, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreementand, no event has occurred and no circumstance exists whichthat, with or without notice, lapse of time time, or both, would (or could reasonably be expected to): (a) to constitute a default or breach or a failure to satisfy a condition precedent on the part of either Purchaser, or to the Buyer knowledge of either Purchaser, any other party thereto under any the terms and conditions of the Financing Letters; Commitment Documents and Fee Letter. The Purchasers have paid in full any and all commitment fees or (b) constitute other fees required to be paid on or result in a failure before the date of this Agreement pursuant to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy terms of the warranties Commitment Documents and Fee Letter, and will pay in Schedule 4full any such amounts due on or before the First Closing Date pursuant to such terms and the terms of this Agreement. Neither the Commitment Documents nor the Fee Letter have been modified, altered or amended on or prior to the failure date of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any this Agreement. None of the conditions commitments under the Commitment Documents have been withdrawn or rescinded prior to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As nor, as of the date of this Agreementhereof, the Buyer has no reason to believe that is any of the conditions to the Financing will not be satisfied such amendment, modification, withdrawal or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder rescission currently contemplated or the failure subject of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedcurrent discussions. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after (v) After giving effect to all of the Transactions, including the FinancingEquity Draw-Down, and assuming that the payment of the aggregate Purchase Price and any other repayment First Closing Date occurs on or refinancing of debt that may be contemplated in the Financing Lettersabout March 31, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses2016, the Company Purchasers will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: hold cash contributed (A) by the value of all liabilities of Equity Commitment Parties pursuant to the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; Equity Draw-Down and (B) without duplication pursuant to the Rights Offering and Backstop Agreement, which amounts, together with the other funding sources referred to in Section 1.4 and cash to be provided by the OV2 Contribution, shall be sufficient to (x) repay 100% of liabilities the Interim Financing, (y) fund the Repayment Amount and (z) pay all other amounts payable at the Closings by any Purchaser or the Surviving Company pursuant to or in clause “(A)” of this sentenceconnection with any Signing Date Agreement, the amount that will be required to pay Debt Financing, the probable liabilities of Equity Financing and/or the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureTransactions. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer Xxxxxx has entered into and has delivered to the Sellers Holdco a true, correct complete and complete copiesaccurate fully executed copy of the (a) the Commitment Letter and (b) the related fee letters; provided that such fee letters may be redacted solely with respect to economic terms in a customary manner (the “Fee Letters”), including all exhibits, schedules, annexes and amendments to such letters in effect as of the date hereof, copies of this Agreement, of: (a) executed commitment letters which are attached as Exhibit 5.25 (the “Equity Funding Financing Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, pursuant to which and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions thereinthereof, equity financing in the aggregate amount Financing Sources party thereto have committed to provide the amounts set forth therein (being collectively referred to the provision of such funds as set forth therein, the “Equity ABL Financing”) for the purposes set forth in such Financing Letters. The Financing Letters (i) have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained therein have not been withdrawn (to the knowledge of Xxxxxx); , rescinded (to the knowledge of Xxxxxx), amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement and (bii) to the knowledge of Xxxxxx, no such withdrawal, rescission, amendment, restatement, modification or waiver is contemplated (other than any such amendment, modification, or restatement to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who have not executed commitment letters and redacted forms of fee letters, dated the Commitment Letter as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”hereof). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to To the knowledge of the BuyerXxxxxx, the other parties thereto. As as of the date of this Agreement, no event has occurred and no or circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a breach or default or breach on the part of Xxxxxx under the Buyer under Commitment Letter or otherwise result in any portion of the ABL Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedbeing available. As of the date of this Agreement, Xxxxxx is not aware of any fact, event or other occurrence that makes any of the Buyer has not received representations or warranties of Xxxxxx or its affiliates in the Financing Letters that constitutes a condition precedent to the provision of the ABL Financing on the Closing Date inaccurate in any written notice from material respect. Notwithstanding any person other provision of this Section 5.25, no representation or warranty is made by Xxxxxx pursuant to this Section 5.25 with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters matter arising out of any provision of any of the Financing Letters. As of the date of this Agreementaction, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied inaction or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4omission by Xxxxxx, the failure of any Seller’s Group Undertaking to perform its obligations hereunder XXX or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedtheir respective Subsidiaries. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer Parent has delivered to the Sellers true, correct Company true and complete copiesfully executed copies of (a) the commitment letter, dated as of September 4, among Parent and Xxxxxx Xxxxxxx Senior Funding, Inc., Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, HSBC Bank USA, National Association and HSBC Securities (USA) Inc. (the “Commitment Letter”) and (b) the fee letter, dated as of September 4, 2017, among Parent and Xxxxxx Xxxxxxx Senior Funding, Inc., Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, HSBC Bank USA, National Association and HSBC Securities (USA) Inc. (as redacted to remove the fee amounts, pricing caps and the rates and amounts included in the “market flex,” the “Redacted Fee Letter”), in each case, including all exhibits, term sheets, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Letters”), pursuant to which and subject to the terms and conditions thereof each of the “Initial Lenders” party thereto have severally committed to lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, but subject to the provisions of Section 5.15 (the “Financing”)) for the purposes set forth in such Debt Letters. The Debt Letters have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Debt Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III)Debt Letters are in full force and effect and constitute the legal, L.P.valid and binding obligation of each of Parent and, CPP Investment Board Private Holdings Inc.to the knowledge of Parent, Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provideother parties thereto, subject solely in each case to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the terms enforcement of creditors’ rights and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred subject to as the “Equity Financing”); and (b) executed commitment letters and redacted forms general principles of fee letters, dated as equity. As of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank there are no conditions precedent or contingencies related to the funding of Canada (the “full amount of the Financing pursuant to the Debt Commitment Letters” and, together with the Equity Funding Letters, other than as expressly set forth in the “Financing Debt Letters”) to provide, subject solely . Subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Debt Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by from the Financing, together with cash on hand and amounts available to be drawn on the Parent Revolving Credit Facilities are, and together with any other committed financing that replaces or supplements the Financing Letters (or such other amounts as consistent with the Buyer may arrange terms set forth in lieu Section 5.15 on the Closing Date will be, sufficient for the satisfaction of all or a of Parent’s obligations under this Agreement, including the payment of the Cash Consideration portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required Merger Consideration and all fees and expenses to be paid incurred in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretotherewith. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a breach or default or breach on the part of Parent under the Buyer under Debt Letters or, to the knowledge of Parent, any other party to the Debt Letters. As of the date of this Agreement there are no side letters or other agreements that impose conditions or contingencies to the funding of the full amount of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent other than as expressly set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking Debt Letters. Parent has fully paid all commitment fees or other fees required to perform its obligations hereunder or the failure of any of the conditions be paid prior to the Buyer’s obligation to Completion set forth in date of this Agreement to be satisfiedin connection with the Financing. As of the date of this Agreement, assuming the Buyer has not received any written notice from any person with respect conditions to the actual obligations of Parent to consummate the Merger have been satisfied or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreementwaived, the Buyer Parent has no reason to believe that any of the conditions to the Financing will not be satisfied or satisfied, nor does Parent have knowledge, as of the date of this Agreement, that the Financing will not be made available to Parent on the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined Closing Date in accordance with the applicable federal laws governing determinations terms of the solvency Debt Letters. The obligations of debtors; Parent and (B) without duplication of liabilities in clause “(A)” of this sentenceMerger Sub hereunder are not subject to any condition regarding Parent’s, the amount that will be required Merger Sub’s or any other Person’s ability to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital obtain financing for the operation of Merger and the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Notethis Agreement.

Financing. 4.1 The Buyer has delivered to the Sellers true, correct Seller true and complete copies, as copies of the date of this Agreement, of: executed (a) executed (i) debt commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III)letter and related Redacted Fee Letter, L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, each dated as of the date of this AgreementMay 3, from 2019, between Xxxxxxxx Television Group, Inc., and JPMorgan Chase Bank, N.A., Barclays Deutsche Bank PLC and AG New York Branch, Royal Bank of Canada Canada, and Bank of America, N.A. (together in each case with their designated affiliates) and (ii) debt commitment letter and related Redacted Fee Letter, each dated as of May 3, 2019, between Buyer and JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, Royal Bank of Canada, and Bank of America, N.A. (together in each case with their designated affiliates) (such agreements described in clauses (i) and (ii), collectively, including all exhibits, schedules, annexes and amendments thereto, as may be modified pursuant to Section 6.05, the “Debt Financing Commitments”), pursuant to which the Financing Sources party thereto have agreed, subject to the terms and conditions thereof, to lend the amounts set forth therein (the “Debt Commitment LettersFinancing”) for the purpose of funding, in part, the Transactions and related fees and expenses and (b) equity commitment letter (and the related Redacted Fee Letter) with the equity financing source identified therein, in each case dated as of May 3, 2019 (such agreements, including all exhibits, schedules, annexes and amendments thereto, as may be modified pursuant to Section 6.05, the “Equity Financing Commitment” and, together with the Equity Funding LettersDebt Financing Commitments, the “Financing LettersCommitments”) ), pursuant to providewhich the Financing Sources party thereto have agreed, subject solely to the terms and conditions thereinthereof, debt financing in an aggregate amount to invest the amounts set forth therein (being collectively referred to as the “Debt Equity Financing,” ”, and together with the Equity Financing collectively referred to as Debt Financing, the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Pricepurpose of funding, any other amounts required to be paid in connection with the completion of part, the Transactions and all related fees and expenses. 4.3 . As of the date of this Agreement: (a) none hereof, each of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) Commitments, in the respective commitments contained in such Financing Letters remain form so delivered, is in full force and effect and is a legal, valid and binding obligation of Buyer or Buyer’s Affiliates party thereto, as applicable, and to the Buyer’s knowledge, the other parties thereto, except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (y) the availability of injunctive relief and other equitable remedies. As of the date hereof, the Financing Commitments have not been withdrawn amended, supplemented or otherwise modified in any respect, no amendment, supplement or modification is contemplated in a manner that could reasonably be expected to affect the satisfaction of the conditions set forth in Article V and the financing commitments thereunder have not been withdrawn, terminated or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no No event has occurred and no circumstance exists whichthat, with or without notice, lapse of time or both, would (or could would reasonably be expected to): (a) to constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4Buyer’s Affiliates party thereto, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions as applicable, or, to the Buyer’s obligation knowledge, any other parties thereto under any term or condition of the Financing Commitments, and assuming the satisfaction of the conditions precedent to Completion Buyer’s obligations hereunder, Buyer has no reason to believe that it (or its Affiliates party thereto) will be unable to satisfy any term or condition of closing set forth in this Agreement the Financing Commitments at or prior to Closing, or that any portion of the Financing to be satisfiedmade thereunder will otherwise not be available to Buyer or Buyer’s Affiliates party thereto, as applicable, to consummate the Transactions at the time required pursuant to this Agreement. Buyer has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Financing Commitments to be paid thereunder on or prior to the date of this Agreement. The Financing, when funded in accordance with the Financing Commitments, together with cash on hand or other sources of immediately available funds, will provide Buyer (directly or indirectly through its Affiliates party thereto) with funds sufficient to satisfy all of Buyer’s obligations under this Agreement, including the obligations under Article II, pay any other amounts required to be paid by Buyer in connection with the consummation of the Transactions and pay all related fees and expenses of Buyer. The obligations to make the Financing available to Buyer or Buyer’s Affiliates party thereto, as applicable, pursuant to the terms of the Financing Commitments are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitments (including, with respect to the Debt Financing, satisfaction of the Marketing Period and changes effected pursuant to the “market flex” provisions in the applicable Redacted Fee Letter). As of the date of this Agreement, the there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other of its Affiliates is a party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions related to the Financing will not be satisfied or that the Financing will not be available to the Buyer other than as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated expressly contained in the Financing Letters, assuming: Commitments and delivered to Seller prior to the date hereof (a) satisfaction except for customary engagement letters or non-disclosure agreements which do not impact the availability of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be SolventFinancing). For purposes the avoidance of this paragraph 4.5doubt, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged not a condition to Closing under this Agreement for Buyer or proposed its Affiliates to be engaged by obtain the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureFinancing or any alternative financing. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Parent has delivered to the Sellers true, correct Company a true and complete copiescopy of a fully executed commitment letter (together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III)is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, in each case subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”)General Enforceability Exceptions. The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there There are no side letters or other agreements, Contracts or arrangements or understandings, whether written or oral, with (except for any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Fee Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, and any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of agreements entered into after the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing Agreement that are payable on or prior expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretoDebt Financing. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of Parent, Merger Sub or, to the Buyer Knowledge of Parent, any Debt Financing Source, under any term of the Financing Letters; Debt Commitment Letter or (b) constitute or otherwise result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking condition to perform its obligations hereunder the Debt Financing or any portion of the failure of any of Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the Buyer’s obligation of Parent and Merger Sub to Completion set forth in this Agreement consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfiedsatisfied by such Person. As of Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement, the Buyer has not received any written notice from any person with respect . Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any funding of the Financing Letters of any provision of any full amount of the Debt Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions immediately prior to the Financing will not be satisfied or that the Financing will not be available to the Buyer Closing, other than as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion expressly set forth in this Agreement the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of consummate the Transactions, including the Financingare not subject to, and the payment or conditioned on, receipt of the aggregate Purchase Price and any other repayment debt financing under the Debt Commitment Letter or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureotherwise. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Parent has delivered to the Sellers true, correct Company true and complete copiescopies of (i) an executed equity commitment letter (the “Equity Commitment Letter”) from Orient Securities Ruide (Shanghai) Investment Management Co., Ltd. (the “Sponsor”), pursuant to which the Sponsor has committed, subject to the terms and conditions therein, to purchase, or cause the purchase of, for cash, equity securities of Parent, up to the aggregate amount set forth therein (the “Equity Financing”), the proceeds of which shall be used to finance the consummation of the Merger and the other Transactions, and (ii) an executed Support Agreement (together with the Equity Commitment Letter, the “Financing Documents”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions therein. Assuming (i) the Equity Financing is funded in accordance with the Equity Commitment Letter, (ii) the contributions, investments and other transactions contemplated by the Support Agreement are consummated in accordance with the terms of the Support Agreement, and (iii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, Parent and Merger Sub will have available to them, as of or immediately after the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions, and to pay all related Expenses. (b) As of the date of this Agreement, of: each of the Financing Documents, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and/or Merger Sub (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, as applicable and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms Bankruptcy and conditions thereinEquity Exception) and, equity financing in to the aggregate amount set forth therein knowledge of Parent, the other parties thereto (being collectively referred subject to as the “Bankruptcy and Equity Financing”Exception); and (b) executed commitment letters and redacted forms of fee letters, dated as . As of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC none of the Financing Documents has been amended or modified and Royal Bank of Canada no such amendment or modification is contemplated (the “Debt Commitment Letters” and, together with the Equity Funding Lettersother than as permitted by Section 6.07), the “obligations and commitments contained in the Financing Letters”Documents have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated (other than as permitted by Section 6.07). (c) As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would be reasonably expected to provideconstitute a default or breach on the part of Parent, subject solely Merger Sub or, to the terms knowledge of Parent, any other parties thereto, under the Financing Documents; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE III. As of the date of this Agreement, Parent and Merger Sub do not have any reason to believe that any of the conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred will not be satisfied or that the Equity Financing will not be available to as Parent or Merger Sub at the “Financing”)Effective Time; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE III, or compliance by the Company with its obligations under this Agreement. The Financing Letters contain Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to the Buyer Parent on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating . The parties hereto agree that it shall not be a condition to the availability of Closing for Parent or Merger Sub to obtain the Financing at Completion, other than as expressly identified in the Financing LettersEquity Financing. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) At the Closing, Parent will have, or will have available to it, the funds necessary to consummate the Merger and the other transactions contemplated by this Agreement, including to pay (i) the Merger Consideration in full in accordance with the terms of this Agreement, (ii) all unpaid transaction fees to be paid in connection with the consummation of the Merger and any amounts required to be paid by Parent pursuant to the terms of this Agreement, (iii) all obligations pursuant to the Company’s Fifth Amended and Restated Credit Agreement dated as of May 1, 2017, as amended, with the lenders that are parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and Canadian administrative agent (the “Company Credit Agreement”) and any amounts to be paid in connection with any other Debt Payoff or any Debt Offer, and (iv) any fees and expenses associated with the foregoing (collectively, the “Required Payments”). Prior to the execution of this Agreement, Parent has delivered to the Sellers true, correct Company an accurate and complete copiescopy of the executed debt commitment letter, dated June 8, 0000, xxxxxxx Xxxxxx, Xxxxxxxxxxx Aktiengesellschaft and UniCredit Bank AG, including all exhibits, schedules or amendments (if any) thereto (including any replacement of such debt commitment letter in connection with any Alternative Financing or otherwise, as replaced, amended, supplemented, modified or waived, including all exhibits, schedules and annexes to such letters, the “Debt Commitment Letter”) pursuant to which the Financing Sources named therein have committed, upon the terms and subject to the conditions set forth therein, to provide financing in the amounts set forth therein (the “Debt Financing”) for the purpose of funding the Required Payments. (b) As of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III)Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified. The Debt Commitment Letter, L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively in the “Equity Provider Group”) to provide, subject solely form delivered to the terms Company, is a legal, valid and conditions thereinbinding obligation of Parent and, equity financing to the knowledge of Parent, the other parties thereto, except as enforcement may be subject to the General Enforceability Exceptions. (c) There are no other agreements, side letters, understandings or arrangements relating to the Debt Commitment Letter or fee letter that would permit a reduction in the aggregate amount amounts provided under the Debt Commitment Letter (other than contemplated by the terms of the Debt Commitment Letter and fee letter as in effect on the date of this Agreement) or impose additional conditions precedent or permit any party thereto to expand, amend or modify any of the conditions precedent set forth therein or which would limit or delay the obligations of the Financing Sources to provide sufficient funding to make the Required Payments in accordance with the terms of the Debt Commitment Letter or contain any conditions to consummation of the transactions contemplated by this Agreement or by the Debt Financing. Prior to the execution of this Agreement, Parent has delivered to the Company accurate and complete copies of any such letters referenced in this Section 5.5(c), none of which (being collectively referred including any fee letters relating thereto) would reasonably be expected to as materially and adversely affect the “Equity conditionality, enforceability, availability or aggregate principal amount of the Debt Financing”); and . (bd) executed commitment letters and redacted forms of fee letters, dated as As of the date of this Agreement, from JPMorgan Chase Bankassuming the accuracy of the representations and warranties set forth in Article IV such that the condition set forth in Section 8.2(a) is satisfied, N.A.no event has occurred, Barclays Bank PLC and Royal Bank which constitutes a default or breach on the part of Canada (Parent, or, to the “knowledge of Parent, any other party thereto, under any term or condition of the Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely Letter. There are no conditions precedent or other contingencies related to the terms and conditions therein, debt financing in an aggregate funding of the full amount set forth therein (being collectively referred to as of the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified set forth in the Financing Letters. 4.2 Assuming the Financing is fundedDebt Commitment Letter. Parent has, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing has caused to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Pricebe, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) any and all commitment fees or other fees due in connection with required by the Financing that are payable Debt Commitment Letter to be paid by it on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretothis Agreement. As of the date of this Agreement, assuming no event has occurred breach by the Company of its representations and warranties under this Agreement and no circumstance exists whichbreach or default by the Company of its obligations under this Agreement, Parent is not aware of any fact or occurrence as of the date of this Agreement that, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conductedmake any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate, (ii) executeresult in any of the terms or conditions in the Debt Commitment Letter not being satisfied, (iii) cause the Debt Commitment Letter to be ineffective, or (iv) otherwise result in the Debt Financing not being available on a timely basis in order to consummate the Merger and the other transactions contemplated by this Agreement. (e) Subject to the terms and conditions of the Debt Commitment Letter, the aggregate proceeds from the Debt Financing, together with the other available capital resources of Parent and its Subsidiaries, will be sufficient to (i) enable Parent and Merger Sub to deliver the Merger Consideration following the Closing Date in accordance with this Agreement, (ii) pay all expenses incurred by Parent in connection with this Agreement and perform all other amounts payable by Parent at the Seller Subordinated NoteClosing, and (iii) take all action as may be necessary to complete pay the transactions remainder of the other Required Payments. (f) In no event will the receipt or availability of any funds or financing (including the Debt Financing contemplated by the Seller Subordinated NoteDebt Commitment Letter) by or to Parent or any other financing transaction be a condition to any obligation of Parent hereunder.

Financing. 4.1 (a) The Buyer has Parent Entities have delivered to the Sellers Company Entities true, complete and correct and complete copies, as copies of the date of this Agreementfully executed (i) equity commitment letter dated April 2, of: (a) executed commitment letters (the “Equity Funding Letters”) 2024 from Silver Lake Partners III Cayman (AIV III)VI, L.P., CPP Investment Board Private Holdings Inc.Silver Lake Partners VII, Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, L.P. and Andreessen Xxxxxxxx Fund ISL SPV-4, L.P. (each, each an “Equity Provider,” Investor”, and collectively such letter, the “Equity Provider GroupCommitment Letter”) ), pursuant to providewhich the Equity Investors have agreed, subject solely to upon the terms and subject only to the express conditions thereinthereof, equity financing to contribute or invest in the aggregate amount Parent Entities the respective amounts set forth therein (being collectively referred to as collectively, the “Equity Financing”); ) and (bii) executed commitment letters letter dated April 2, 2024 from the Debt Financing Sources party thereto pursuant to which such Debt Financing Sources have committed, upon the terms and redacted forms of fee letterssubject only to the express conditions thereof, dated to provide to the Parent Entities or the Merger Subs (or such other entities as directed by the Parent Entities pursuant to the Restructuring Steps) debt financing constituting Credit Facilities (as defined in the Debt Commitment Letter as of the date hereof) in the aggregate principal amounts set forth therein for the purpose of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank funding a portion of Canada the Required Amount (the “Debt Financing”, which shall include, for the avoidance of doubt, any replacement financing, together with any fee letters related thereto (including all exhibits, schedules and annexes thereto, and the executed fee letters associated therewith (redacted in the manner set forth below)), collectively, the “Debt Commitment Letters” Letter”, and, together with the Equity Funding LettersCommitment Letter, the “Financing Commitment Letters”) and (iii) to provide, subject solely the extent required pursuant to the terms of this Agreement following a Financing Failure Event, a commitment letter (including all exhibits, schedules and annexes thereto, and the executed fee letters associated therewith (redacted in the manner set forth below)) pursuant to which the parties thereto have committed, upon the terms and subject only to the express conditions set forth therein, debt financing to provide to the Parent Entities or the Merger Subs (or such other entities as directed by the Parent Entities pursuant to the Restructuring Steps, if applicable) the Debt Financing (and which, for the avoidance of doubt, shall be considered as a “Debt Commitment Letter” and a “Commitment Letter” hereunder). The Equity Commitment Letter expressly provides that the Company is a third-party beneficiary thereof to the extent provided therein, and the Company is entitled to enforce, directly or indirectly, the Equity Commitment Letter in an aggregate amount set forth therein (being accordance with its terms against the applicable Equity Investors. The Debt Financing pursuant to the Debt Commitment Letter and the Equity Financing pursuant to the Equity Commitment Letter are collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to in this Agreement as the “Financing”). .” The Financing Letters contain all fee letters delivered to the Company pursuant hereto shall be accurate and complete copies (subject only to customary redactions of fee amounts, pricing caps and “market flex” related solely to economic terms, and in each case, which redacted information does not relate to or impact conditionality, enforceability or the amount or availability of the Debt Financing). (b) Except as expressly set forth in the Commitment Letters delivered to the Company Entities on or prior to the date hereof, there are no direct, indirect or other conditions precedent or other contingencies to the obligations of the parties thereunder Debt Financing Sources to make fund the full principal amount of the Debt Financing available in accordance with the express terms of the Debt Commitment Letter or to the Buyer on obligations of the Equity Investors to fund the full amount of the Equity Financing in accordance with the terms thereinof the Equity Commitment Letter. Assuming satisfaction (or waiver in accordance with Section 10.11 or Section 10.12) of the conditions set forth in Section 8.01 and Section 8.02, as of the date hereof, none of the Parent Entities and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with the Merger Subs have any person relating reason to believe that it will be unable to satisfy any of the conditions to the availability Financing applicable to it in the Commitment Letters or that the Equity Investors and the Debt Financing Sources will not perform their obligations thereunder, in each case at, prior to or concurrently with the Effective Time. (c) Assuming the satisfaction (or waiver in accordance with Section 10.11 or Section 10.12) of the Financing at Completion, other than as expressly identified conditions set forth in the Financing Letters. 4.2 Assuming the Financing is fundedSection 8.01 and Section 8.02, the net proceeds contemplated by Financing, when funded in full in accordance with the Financing Commitment Letters (delivered to the Company on or such other amounts as prior to the Buyer may arrange in lieu date hereof, together with, following the consummation of all or a portion any Company Sale undertaken at the request of the Financing Parent Entities and in accordance with Section 7.16, any Available Company Sale Net Cash Proceeds, shall provide the Merger Subs or the Company Entities and Company Subsidiaries (if applicable) with immediately available cash prior to or concurrently with the Effective Time (after netting out applicable fees, expenses, original issue discount and similar premiums and charges under the Debt Commitment Letters and any fee letters related thereto, in each case to the extent permitted by this Agreementrelevant) will be sufficient for the Buyer Merger Subs, the Parent Entities and the Company Entities and the Company Subsidiaries (if applicable) to pay the aggregate Purchase PriceCompany Merger Consideration, the OpCo Merger Consideration and the OpCo Profits Units Merger Consideration (other than the Deferred Payments) and any other amounts required to be paid at or prior to the consummation of the Transactions (including the amounts distributed pursuant to Section 7.15) and any fees, costs and expenses of or payable by a Parent Entity or a Merger Sub in connection with the completion of the Transactions and all related fees and expensesthe Financing (collectively, the “Required Amount”). 4.3 (d) As of the date of this Agreement: (a) none hereof, each of the Financing Commitment Letters has been amended are (i) legal, valid and no waiver binding obligations of any provision thereof has been granted); the Parent Entities and the Merger Subs and, to the Knowledge of the Parent Entities, of each of the other parties thereto (subject, in each case, to the Enforceability Exceptions) and (bii) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretoeffect. As of the date of this Agreement, no No event has occurred and no circumstance exists whichthat, with or without notice, lapse of time time, or both, would (or could would reasonably be expected to): to (ax) constitute a default or breach or a failure to satisfy a condition precedent on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder Parent Entities or the failure Merger Subs under the terms and conditions of any of the conditions to Commitment Letters or (y) result in any portion of the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedFinancing being unavailable or materially delayed at the Effective Time or on the Closing Date. As of the date of this Agreementhereof, the Buyer has Parent Entities are not received aware of any written notice from any person fact, occurrence, or circumstance that makes, or with respect or without notice, lapse of time, or both, would make, or reasonably be expected to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to make, any of the Financing Letters of any provision assumptions, or the representations or warranties of any of the Financing LettersParent Entities or the Merger Subs, in any of the Commitment Letters inaccurate, incomplete or misleading in any material respect. As of the date of this Agreementhereof, the Buyer no Debt Financing Source has no reason to believe that notified any of the conditions Parent Entities or the Merger Subs of its intention to terminate its commitment under the Debt Commitment Letter, or not to provide any portion of the Debt Financing and no Equity Investor has notified any of the Parent Entities or the Merger Subs of its intention to terminate its commitment under the Equity Commitment Letter or not to provide any portion of the Equity Financing. The Parent Entities and the Merger Subs have paid, or caused to be paid, in full any and all commitment fees or other fees required to be paid pursuant to the Financing terms of the Commitment Letters on or before the date of this Agreement and will not be satisfied have paid in full any amounts under the Commitment Letters that are due at or that prior to the Effective Time and on or prior to the Closing Date. As of the date hereof, none of the Commitment Letters have been modified, amended, restated, supplemented or otherwise altered, and none of the commitments under any of the Commitment Letters have been withdrawn, terminated, amended, modified, repudiated or rescinded in any respect. There are no other fee letters, engagement letters, side letters or other Contracts to which the Parent Entities, Merger Subs or any of their respective Affiliates is party related to the funding or investing, as applicable, of the Financing will not be available to that could affect the Buyer as availability of Completion; provided that the Buyer is not making full amount or conditionality of the Financing in any warranty regarding respect. (e) The Parent Entities and the Merger Subs acknowledge and agree that, without in any way limiting the effect of Section 10.08, in no event shall the receipt or availability of any inaccuracy funds or financing (including, for the avoidance of the warranties in Schedule 4doubt, the failure of Financing) by the Parent Entities, the Merger Subs or any Seller’s Group Undertaking other financing or other transaction or other transactions be a condition to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, Parent Entities’ or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureMerger Subs’ obligations hereunder. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Parent has delivered to the Sellers true, correct Company true and complete copiescopies of (i) the executed commitment letter, dated as of the date of this Agreement, of: (a) executed commitment letters hereof (the “Equity Funding LettersCommitment Letter”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I among the Parent and the other parties thereto (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider GroupFinancing Sources”) ), pursuant to providewhich the Equity Financing Sources have committed, subject solely only to the terms thereof, to invest the amounts set forth therein at the date and time at which the Closing is required to occur pursuant to Section 1.02 and to which the Company is an express third party beneficiary, subject to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and , (bii) the executed commitment letters letter (together with any term sheet (if any), appendices, annexes, exhibits, schedules and redacted forms of fee lettersother attachments thereto), dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada hereof (the “Debt Commitment LettersLetter” and, together with the Equity Funding LettersCommitment Letter, the “Financing LettersCommitments”) to provide, subject solely to from the terms financial institutions and conditions therein, debt financing in an aggregate amount set forth therein other lenders party thereto (being collectively referred to as the “Debt Financing,Lenders” and and, together with the Equity Financing collectively referred Source, the “Financing Sources”), pursuant to as which the Lenders have committed, subject only to the terms expressly stated therein, to lend to Sub the amounts set forth therein for purposes of funding the Transactions (including without limitation, the Aggregate Merger Consideration) at the date and time at which the Closing is required to occur pursuant to Section 1.02 (the “Debt Financing” (including any replacement Debt Financing that is in place in accordance with Section 5.15(c)), and, together with the Equity Financing, the “Financing”). The Financing Letters contain ; (iii) the executed Multicurrency Term and Revolving Credit Facilities Agreement, dated as of 20 February 2020, by and among, inter alia, Parent, as an Original Guarantor and HH Finance, as Original Borrower (as amended, restated, amended and restated, modified or supplemented prior to the date hereof, the “HH Existing Credit Agreement”), (iv) the executed Amendment and Waiver Letter (substantially in the form of which is attached to the Debt Commitment Letter as Appendix 2) (the “Amendment and Waiver Letter”) pursuant to which the lenders party to the HH Existing Credit Agreement (which constitute all of the conditions precedent lenders required under the HH Existing Credit Agreement to approve and enter into the Idaho Transaction Amendments (as defined below)) have agreed to the obligations Initial Amendments and Waivers (under and as defined in the Amendment and Waiver Letter and together with the Second Amendments, the “Idaho Transaction Amendments”) and the Second Amendments (under and as defined in the Amendment and Waiver Letter), each of which amends and/or waives, as applicable, the applicable provisions of the parties thereunder HH Existing Credit Agreement, in each case, in order to make permit the Parent, HH Finance and Sub to enter into this Agreement, incur the Financing available and the consummate the Transactions (including in respect of any Surviving Corporation) and (v) any other agreement or document executed on or before the date hereof that is referenced in the Debt Commitment Letter to which any of Parent, HH Financing, Sub or any of their respective Subsidiaries is party that affects or would be reasonably expected to affect the availability of the Debt Financing at Closing (collectively with the HH Existing Credit Agreement and the Amendment and Waiver Letter, the “Credit Agreement Financing Documents”), save that in the case of (iii) to (v) any commercially sensitive items may be redacted (provided that none of such redacted terms would have, or would reasonably be expected to have, individually or in the aggregate, a Funds Certainty Effect (as defined below)). Parent has also delivered to the Buyer on Company true and complete copies of any fee letter (with the fee amounts, pricing caps and other economic terms thereinredacted (none of which individually or in the aggregate would have, or would reasonably be expected to have, the effect of (1) reducing the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing or similar fee) to an amount that is, together with the Equity Financing, insufficient to fund the Financing Uses, (2) delaying, impeding or preventing the Closing, (3) adversely affecting the ability of the Parent and/or Sub to timely consummate the transactions contemplated by this Agreement (including due to the funding of any Debt Financing or Equity Financing being unavailable or by adversely impacting the satisfaction of the conditions to obtaining any of the Financing), (4) adversely impacting the ability of Parent, HH Finance and/or Sub, to enforce their rights under the Financing Commitments, the Credit Agreement Financing Documents and/or the Definitive Debt Financing Agreements (as defined below), in each case, in accordance with their terms, or (5) imposing new or additional conditions, adding additional termination rights in favor of the Lenders or underwriters or shortening the outside termination date in the Financing Commitments, or otherwise expanding or adversely amending any conditions to the receipt of the Financing, in each case, that would result in the occurrence of any or all of the preceding clauses (1) through (4) (collectively, the effect of any or all of clauses (1) through (5), individually or in the aggregate, a “Funds Certainty Effect”)) relating to the Debt Commitment Letter (any such fee letter, a “Fee Letter”) and there are no side any engagement letters or other agreements, arrangements or understandings, whether written or oral, with any person agreements relating to the Debt Financing that would have or would reasonably be expected to have a Funds Certainty Effect. Each of Parent, HH Finance and Sub acknowledge that performance of its obligations under this Agreement is not contingent upon the availability of the Financing at Completionto Parent, other than HH Finance and/or Sub and/or the consummation of the Credit Agreement Financing Documents, as expressly identified in the Financing Lettersapplicable. 4.2 (b) Assuming the Financing is fundedfunded in accordance with the Financing Commitments, and the satisfaction of the conditions contained in Section 6.02(a) clause (D) (with respect to the representations and warranties set forth in Section 3.02(a), Section 3.02(b) and Section 3.02(d)), Section 6.02(b), Section 6.02(d) and Section 6.02(e), the aggregate net proceeds contemplated by from the Financing Letters (or such other amounts as when funded in accordance with the Buyer may arrange in lieu of Financing Commitments, are sufficient to fund all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid provided by Parent and/or Sub for the consummation of the Transactions including, without limitation, the payment of the Aggregate Merger Consideration, and the payment of all fees, costs and expenses related the Transactions contemplated hereby payable by the Parent and/or Sub and any costs and expenses of the Surviving Corporation that are payable by Parent and/or sub at Closing in connection with, or as a result of, the Transactions (including, without duplication, the amounts payable in connection with any refinancing of Indebtedness required in connection with the completion of the Transactions and all related fees and expensesany amounts required by the Parent and/or Sub, pursuant to the Fee Letter) (collectively, the “Financing Uses”). 4.3 As of the date of this Agreement: (ac) none Each of the Financing Letters has been amended (Commitments and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Credit Agreement Financing Letters remain Documents are in full force and effect as of the date hereof and have not been withdrawn withdrawn, terminated or rescinded in any respect. 4.4 The Buyer has fully paid (or caused are contemplated to be fully paidwithdrawn, terminated or rescinded by HH Finance, the Parent or their respective Subsidiaries party thereto (or, to the knowledge of Parent, HH Finance and Sub solely with respect to the other parties thereto, contemplated to be withdrawn, terminated or rescinded by such other parties) all commitment fees or, otherwise amended, restated, amended and restated, supplemented or other fees due in connection modified or, with respect of the Financing that Commitments other than in accordance with Section 5.15(a) and/or Section 5.15(c), the Credit Agreement Financing Documents, are payable on contemplated to be amended, restated, amended and restated, supplemented or prior to modified after the date hereof by HH Finance or its Subsidiaries (or, to the knowledge of Parent, HH Finance and Sub solely with respect to the other parties thereto, contemplated to be amended, supplemented or modified by such other parties). Each of the Financing Commitments and the Credit Agreement Financing Letters are Documents, in the validform delivered to the Company, is a legal, valid and binding obligation of HH Finance, Sub and enforceable obligations of the Buyer, their Subsidiaries party thereto and (to the knowledge of the BuyerParent, HH Finance and Sub) the other parties thereto, enforceable against the HH Finance, Sub and their respective Subsidiaries and, to the knowledge of Parent, HH Finance and Sub, such other parties in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, neither Parent, HH Finance nor Sub are aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to have a Funds Certainty Effect. There are no side letters or other Contracts or arrangements to which the Parent, HH Finance, Sub or, in each case, any controlled affiliate thereof is a party that would have or would reasonably be expected to have a Funds Certainty Effect with respect to the Debt Financing, except for the Fee Letter, any other fee letters, engagement letters with respect to the Debt Financing and any other agreements, which, in each case, have been delivered to the Company in accordance with the provisions of Section 4.07(a). As of the date hereof, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer Parent, HH Finance, or Sub under any term, or a failure of any condition, of the Financing Letters; Commitments or (b) constitute or the Credit Agreement Financing Documents that would result in a failure any portion of the Financing contemplated thereby required for the Financing Uses being unavailable at the date and time at which the Closing is required to satisfy any condition precedent occur pursuant to Section 1.02. Assuming the satisfaction of the conditions contained in Section 6.02(a) clause (D) (with respect to the representations and warranties set forth in Section 3.02(a), Section 3.02(b) and Section 3.02(d)), Section 6.02(b), Section 6.02(d) and Section 6.02(e) (other than those conditions by their nature are to be satisfied at the Closing), none of HH Finance, Parent nor Sub has reason to believe that it, any Equity Financing Letter; provided that the Buyer is not making Source or any warranty regarding the effect of Lender would be unable to satisfy on a timely basis any inaccuracy term or condition of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement Financing Commitments required to be satisfiedsatisfied by it. As of Parent and Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement, the Buyer has not received any written notice from any person with respect . There are no conditions precedent or other contingencies related to the actual or potential breach or default by the Buyer’s Group Undertakings or any Debt Financing that could have a Funds Certainty Effect, other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer than as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion expressly set forth in this Agreement the Financing Commitments (the “Disclosed Conditions”). No person has any right to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financingimpose, and the payment none of the aggregate Purchase Price and HH Finance, Parent, Sub or any other repayment of their Subsidiaries party thereto or refinancing of debt that may be contemplated in the any counterparty to any Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s Commitment has any obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: accept (i) any condition precedent to such funding or investing other than the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conductedDisclosed Conditions, (ii) execute, deliver and perform any reduction to the Seller Subordinated Note, and aggregate amount available under the Financing Commitments required for the Financing Uses at the Closing or (iii) take all action as may any term or condition that could reasonably be necessary expected to complete have a the transactions contemplated by Funds Certainty Effect. (d) Neither Parent nor Sub has, directly or indirectly, entered into an exclusivity, lock-up or other similar agreement, arrangement or binding understanding with any bank, investment bank or other potential provider of debt or equity financing that prohibits such provider from providing or seeking to provide any services or financing, including debt or equity financing, to any third party in connection with a transaction relating to the Seller Subordinated NoteCompany or the Company Subsidiaries (including in connection with the making of any Competing Proposal) in connection with the Transactions.

Financing. 4.1 Each party covenants and agrees that it has or will have sufficient funds available, whether in the form of borrowings, equity or any combination thereof, so as to enable it to proceed with the terms of the Proposal Letter on the basis set out in this Agreement and to conclude its portion of the Proposed Acquisition and the Reconstruction in accordance with the obligations undertaken herein and therein. 4.2 The Buyer has delivered parties shall jointly organise and finance Bidco and shall provide equity and/or debt financing to Bidco in equal shares in an amount equal in the aggregate to the Sellers true, correct and complete copies, as cash portion of the date Actual Aggregate Purchase Price. For the avoidance of this Agreementdoubt, of: upon the provision of the equity and/or debt financing to Bidco in equal shares as described hereunder, A and B shall each own an equal share of the capital of Bidco. Save as agreed by the Committee, neither party shall transfer, dispose of or otherwise deal in its equity or debt interest in Bidco. All decisions at the board and shareholder levels shall be taken by the unanimous consent of all the directors and shareholders (aas the case may be) executed commitment letters (unless the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III)parties determine otherwise. 4.3 The parties recognise that the financing arrangements which each of them may enter into to provide finance for Bidco will contain restrictions and obligations. Certain of those restrictions and obligations may extend to or affect: 4.3.1 the conduct and terms of the Offer; 4.3.2 the operations, L.P.following the Control Date, CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branchof C and the C Group; 4.3.3 the disposal of assets by the C Group to the parties or to third parties; and 4.3.4 the provision of credit support by the C Group or parts thereof to such financiers. While the parties shall each remain responsible for their own financing arrangements, and Andreessen Xxxxxxxx Fund Itheir respective costs and expenses in relation thereto, L.P. (eachthe parties undertake and agree to inform one another, an “Equity Provider,” and collectively to the “Equity Provider Group”) to provideextent that confidentiality agreements are not thereby breached, subject solely to of the terms and conditions thereinof such financing arrangements and to consult with one another with respect thereto. Each party further undertakes and agrees that it will use its commercially reasonable efforts to ensure that such party, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” Bidco and, together following the Control Date, the C Group will take all such actions as are necessary to ensure compliance with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respectfinancings. 4.4 The Buyer has fully paid (parties shall ensure that Bidco does not incur any indebtedness or caused to be fully paid) all commitment fees or other fees due in connection with grant any security interests without the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations approval of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedCommittee. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 AES shall diligently pursue and use commercially reasonable efforts to arrange financing or obtain funds sufficient to pay the Aggregate Consideration Amount in the Merger (the "Financing"). The Buyer has Financing may consist of (i) non-recourse borrowings and (ii) general corporate funding from the capital reserves, working capital and other sources of AES, in each case, in such proportions to the Aggregate Consideration Amount as AES shall determine in its sole discretion. AES covenants and agrees that if the proceeds from the sources specified in clauses (i) and (ii) of this Section 6.2(d) are less than the Aggregate Consideration Amount, AES shall use commercially reasonable efforts to sell a number of shares of AES Common Stock (the "AES Common Stock Sale") so that the aggregate proceeds from clauses (i) and (ii) of this Section 6.2(d) and the AES Common Stock Sale shall be an amount equal to the Aggregate Consideration Amount. Notwithstanding the foregoing, AES shall have no obligation to undertake any action to arrange financing, obtain funds or sell AES Common Stock in the AES Common Stock Sale until CILCORP shall have delivered to AES a certificate signed by an executive officer of CILCORP to the Sellers trueeffect that, correct and complete copies, to the best of such officer's knowledge as of the date of this Agreementthe delivery of such certificate, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein in Section 8.1 hereof have been satisfied by CILCORP and the conditions set forth in Sections 8.3(a) (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreementsuch certificate), from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada 8.3(b) (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, date hereof and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: such certificate), 8.3(c), 8.3(d) and 8.3(k) hereof have been satisfied by CILCORP or waived by AES, which certificate must be delivered by CILCORP within five business days of all such conditions being satisfied or waived, as the case may be (athe "CILCORP Certificate") none of and AES shall have satisfied or waived the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in Section 8.3(e) hereof, and provided further, that in no event shall AES be required to arrange financing, obtain funds or sell AES Common Stock in the AES Common Stock Sale if there shall have occurred (or, in the case of clauses (i) through (iv) below, been threatened) (i) any Financing Letter; provided that general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the Buyer is over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation (whether or not making mandatory) by any warranty regarding government, domestic, foreign or supranational, or governmental entity on the effect extension of credit by banks or other lending institutions in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity involving the United States, (v) any inaccuracy significant disruption or material adverse change in the market for new issues of senior debt securities, credit facilities or common or preferred equity securities (or equity-linked securities) by a company having financial characteristics similar to those of AES, (vi) any significant disruption or material adverse change in the financial or capital markets in general which make it impracticable for a company having financial characteristics similar to those of AES to finance a transaction of the warranties size and nature as that contemplated hereunder on commercially reasonable financing terms or (vii) in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure case of any of the conditions foregoing existing at the time of the proposed AES Common Stock Sale, a material acceleration or worsening thereof; and provided, further, that in no event shall AES be required to sell AES Common Stock in the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of AES Common Stock Sale if during any five trading days following the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any delivery of the Financing Letters CILCORP Certificate, there shall have occurred a decline of any provision twenty percent or more in the average closing price of any of AES Common Stock from the average closing price over the five trading days preceding the date hereof. The sole remedy for failure to obtain the Financing Letters. As shall be as provided in Section 9.1(b)(iv) hereof, except in the case of the date intentional and willful breach by AES of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in (as qualified herein) under this Agreement to be satisfiedSection 6.2(d). 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) As of the Amendment Date and as of the Closing, the Purchaser has delivered to the Sellers Company true, complete and correct copies of a fully executed Facility Agreement and complete copies, the Security Documents (as of defined in the date of this Facility Agreement, of: ) (a) executed commitment letters (redacted in a manner consistent with the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV IIIproviso below), L.P.pursuant to which, CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to upon the terms and subject to the conditions set forth therein, equity financing in the aggregate amount lenders therein have agreed to lend the amounts set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt for the purpose of financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing Aggregate Purchase Price; provided that, none of the Finance Documents not provided to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, Company nor any other amounts required to be paid in connection with the completion of the Transactions provisions redacted from the Facility Agreement and all related fees and expensesthe Security Documents relate to or could adversely affect the conditionality, enforceability, availability, termination or aggregate principal amount of the financing contemplated thereby or the Company’s rights under the Step-in Right Agreement. 4.3 (b) As of the date of this Agreement: (a) none Amendment Date and as of the Financing Letters Closing, (i) each of the Purchaser and the Borrower has the requisite corporate power and authority to execute and deliver the Finance Documents to which it is a party and perform its obligations under the Finance Documents in accordance with the terms hereof; (ii) the execution, delivery and performance of the Finance Documents and the consummation of the transactions contemplated thereby have been amended (duly and no waiver of any provision thereof has been granted)validly authorized by all requisite corporate action by the Purchaser and the Borrower; and (biii) each Finance Document has been duly executed and delivered by the Purchaser and the Borrower, and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding obligation of the Purchaser and the Borrower, enforceable against the Purchaser or the Borrower, as applicable, in accordance with its terms, subject to Bankruptcy and Equity Exception. (c) As of the Amendment Date and as of the Closing, (i) the Finance Documents have not been amended or modified in any manner which could adversely affect any rights of the Company thereunder or under the Step-in Right Agreement (other than amendments or modifications to which the Company’s prior written consent has been obtained pursuant to Section 5.06), (ii) the respective commitments contained in such Financing Letters remain in full force and effect and provided under the Finance Documents have not been terminated, reduced, withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the validrespect and, binding and enforceable obligations of the Buyer, and to the knowledge of the BuyerPurchaser, the other parties thereto. As of the date of this Agreementno such termination, reduction, withdrawal or rescission is contemplated, and (iii) no event has occurred and no circumstance exists which, that would constitute a breach or default (or with notice or without notice, lapse of time or both, both would (or could reasonably be expected to): (a) constitute a default or breach on default) under the part Finance Documents by the Purchaser, the Borrower or, to the knowledge of the Buyer under Purchaser, any of the Financing Letters; or other party thereto. (bd) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this AgreementAmendment Date, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer Purchaser has no reason to believe that any of the conditions to utilization under the Financing Facility Agreement to be satisfied by the Borrower will not be satisfied on or prior to the date of the Utilization Request or that the Financing facility contemplated by the Facility Agreement will not be made available to the Buyer Purchaser. (e) As of the Amendment Date and as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4Closing Date, the failure of any Seller’s Group Undertaking to perform its obligations hereunder there are no side letters, understandings or the failure of any of the conditions other agreements or arrangements relating to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay Finance Documents or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated therein that could affect the availability of the financing contemplated by the Seller Subordinated NoteFacility Agreement.

Financing. 4.1 The Buyer has delivered As to each Mortgage Loan which contains a provision in the Sellers truenature of a (i) "due-on-sale" clause, correct which by its terms (1) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and complete copies, as payable upon the sale or other transfer of an interest in the related Mortgaged Property or of a controlling interest in the related Mortgagor; or (2) provides that such Mortgage Loan may not be assumed without the consent of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid mortgagee in connection with any such sale or other transfer, for so long as such Mortgage Loan is included in the completion Trust Fund, or (ii) as to each Mortgage Loan which contains a provision in the nature of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreementa "due-on-encumbrance" clause, which by its terms: (a1) none of provides that such Mortgage Loan shall (or may at the Financing Letters has been amended (mortgagee's option) become due and no waiver payable upon the creation of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees additional lien or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach encumbrance on the part of the Buyer under any of the Financing Lettersrelated Mortgaged Property; or (b2) constitute requires the consent of the mortgagee to the creation of any such additional lien or result other encumbrance on the related Mortgaged Property, each of the Master Servicer and the Special Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to any such sale or other transfer, in a failure manner consistent with the Servicing Standard, but subject to satisfy Section 3.20(a)(iii); Notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any condition precedent right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" or "due-on-encumbrance" clause, unless both the Master Servicer and the Special Servicer shall have followed the procedures set forth for those Mortgage Loans in the manner set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: immediately below clauses (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: through (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.vi):

Financing. 4.1 (a) The Buyer has delivered to the Sellers trueCompany a complete and accurate copy of an executed commitment letter of even date herewith (as may be amended, correct modified or replaced in accordance with Section 5.15 hereof, the "Debt Commitment Letter"), and complete copiesany executed fee letters related thereto of even date herewith (which such fee letters may be redacted in a customary manner only with respect to fees, as flex terms and similar arrangements which do not impose additional conditions to availability of the date Debt Financing and which do not adversely affect the amount, conditionality, availability or termination of this Agreementthe Debt Financing) (as may be amended, of: (a) executed commitment letters (modified or replaced in accordance with Section 5.15 hereof, the “Equity Funding "Fee Letter" and, together with the Debt Commitment Letter, the "Debt Commitment Letters”) from Silver Lake Partners III Cayman (AIV III"), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively pursuant to which the “Equity Provider Group”) Debt Financing Sources have committed to provide, subject solely to the terms and conditions set forth therein, equity debt financing for the transactions contemplated hereby in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “"Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”"). The Financing Letters contain Buyer has, or has caused a Buyer Designee to have, fully paid any and all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters commitment fees or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid fees that have been incurred and are due and payable in connection with the completion of Debt Commitment Letter prior to or in connection with the Transactions and all related fees and expenses. 4.3 As of the date execution of this Agreement: (a) none . Each of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) Debt Commitment Letters, in the respective commitments contained in such Financing Letters remain form so delivered to the Company, is in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The is a legal, valid and binding obligation of the Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior and, to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge Knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred fully and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC specifically enforceable against Finance LLC the parties thereto in accordance with its terms. Finance LLC has all requisite power and authority , subject to the Enforceability Limitations. (b) As of the date hereof, (i) carry on its business as now being conductedthe Debt Commitment Letters have not been amended, (ii) executerestated, deliver and perform the Seller Subordinated Notesupplemented or modified in any respect, and (iii) take all action as may be necessary no provision thereof has been waived, and, to complete the transactions contemplated by Knowledge of the Seller Subordinated Note.Buyer, no such amendment, restatement, supplement46

Financing. 4.1 The Buyer Parent has delivered to the Sellers true, correct Company a true and complete copiesfully executed copy of the commitment letter, dated as of February 28, 2010, between Parent and Mxxxxx Sxxxxxx Senior Funding, Inc., including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement, of: and excerpts of those portions of each fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (aexcluding provisions related solely to fees and economic terms (other than covenants) executed agreed to by the parties) regarding the terms and conditions of the financing to be provided thereby (such commitment letters (letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “Equity Funding LettersCommitment Letter”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, pursuant to which and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions thereinthereof Mxxxxx Sxxxxxx Senior Funding, equity financing in Inc. has agreed to lend the aggregate amount amounts set forth therein (being collectively referred to the provision of such funds as set forth therein, the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersfor the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, dated as of restated or otherwise modified or waived prior to the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified respective commitments contained in the Financing Letters. 4.2 Assuming the Financing is fundedCommitment Letter have not been withdrawn, the net proceeds contemplated by the Financing Letters (modified or such other amounts as the Buyer may arrange rescinded in lieu of all or a portion of the Financing any respect prior to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to the actual knowledge of Parent, Mxxxxx Sxxxxxx Senior Funding, Inc. (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or potential breach at law). Other than as expressly set forth in the Commitment Letter, there are (i) no conditions precedent or default by contingencies related to the Buyer’s Group Undertakings or any other party to any funding of the full net proceeds of the Financing Letters (including pursuant to any “flex” provisions in connection therewith) and (ii) no agreements, side letters, arrangements or understandings that would, or would reasonably be expected to, (A) impair the validity of any provision the Commitment Letter, (B) reduce the aggregate amount of any the Financing, (C) delay or prevent the Closing or (D) modify the terms of the Financing Lettersin any manner adverse to Parent or the Company. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy in all material respects of the Company’s representations and warranties contained in Article 4 and assuming compliance by the Company in all material respects with its covenants contained in Section 6.01 and 8.02, the net proceeds of the Financing, together with other financial resources of Parent and Merger Subsidiary including cash on hand and marketable securities of Parent, the Company and their respective Subsidiaries on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s and Merger Subsidiary’s obligations under this Agreement, including the payment of all amounts required to be paid pursuant to Article 2, and the payment of any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied in connection with the Merger (including, without limitation, the Company Credit Facility) and of all fees and expenses reasonably expected to be incurred in connection with consummating the Merger and the Financing (collectively, the “Required Amounts”). As of the date of this Agreement, (a) no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the Buyer has no part of Parent or Merger Subsidiary or, to the knowledge of Parent, Mxxxxx Sxxxxxx Senior Funding, Inc., under the Commitment Letter and (b) subject to the satisfaction of the conditions contained in Sections 9.01 and 9.02 and the Company’s compliance with its obligations under this Agreement, Parent does not have any reason to believe that any of the conditions precedent to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Parent’s and Merger Subsidiary’s obligations under this Agreement and the payment of any Required Amounts will not be available to Parent on the Buyer as of Completion; Closing Date (provided that the Buyer is not making neither Parent nor Merger Subsidiary makes any warranty representation regarding the effect satisfaction of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect extent relating to the Company means that, as of any and its Subsidiaries). Parent has fully paid all commitment fees or other fees required pursuant to the Commitment Letter to be paid prior to the date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureAgreement. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 (a) The Buyer Purchaser has delivered to the Sellers true, a complete and correct and complete copies, as copy of the date Commitment Letter and a fully executed fee letter between the Purchaser and Citizens Bank, National Association (provided that such fee letter shall be redacted in a customary manner, it being understood that the redacted information shall not affect the conditionality, enforceability or availability of this Agreement, of: (athe Debt Financing) executed commitment letters (the “Equity Funding LettersFee Letter”) from Silver Lake Partners III Cayman (AIV III), L.P.pursuant to which such financial institution has committed, CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to upon the terms and subject only to the conditions set forth therein, equity financing to provide the Debt Financing in the aggregate amount set forth amounts described therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expensestransactions contemplated by this Agreement. 4.3 (b) As of the date of this Agreement: hereof, (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (bi) the respective commitments contained in such Financing Letters remain Commitment Letter is in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid is a legal, valid (or caused to be fully paidassuming due authorization, execution and delivery by the other parties thereto) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations obligation of the BuyerPurchaser and, and to the knowledge of the BuyerPurchaser, the other parties thereto. As , except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar legal requirements relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the date availability of this Agreementspecific performance, injunctive relief and other equitable remedies and those providing for equitable defenses; (ii) all commitment fees required to be paid thereunder have been paid in full or, if not yet due, will be duly paid in full when due; (iii) the Commitment Letter has not been amended or terminated; and (iv) no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would constitute a breach or default thereunder. The consummation of the Debt Financing is subject to no conditions precedent other than those set forth in the copies of the Commitment Letter and the Fee Letter delivered to the Sellers (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent as set forth in any Financing Letter; provided that such documents as amended, or in documents replacing such documents, in each case after the Buyer is date hereof and not making any warranty regarding the effect of any inaccuracy in violation of the provisions hereof). Assuming the accuracy of the Sellers’ representations and warranties in Schedule 4, this Agreement and the failure performance by the Sellers of any Seller’s Group Undertaking to perform its their respective obligations hereunder or and the failure of any satisfaction of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As Section 7.1 and Section 7.2: (i) as of the date of this Agreement, Agreement the Buyer has Purchaser does not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no have reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to consummated as contemplated by the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4Commitment Letter; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation aggregate proceeds of the business in which it is engaged Debt Financing will be sufficient when funded, together with unrestricted cash and cash equivalents of the Purchaser, to enable the Purchaser to pay or proposed cause to be engaged paid in cash all amounts required to be paid by it in connection with the Buyer following such datetransactions contemplated by this Agreement, including the Cash Consideration and all payments, fees and expenses of the Purchaser related to or arising out of the transactions contemplated by this Agreement; and (iii) to the Company will be able Purchaser’s Knowledge, there is not any fact, occurrence or condition existing on the date hereof that would constitute a default or breach under the Commitment Letter or a failure to pay its liabilities, including contingent and other liabilities, as they maturemeet any of the conditions contained therein. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC(c) Subject to Section 10.12, and willPurchaser understands that under the terms of this Agreement, when executed, constitute the legal, valid and binding Purchaser’s obligation of Finance LLC enforceable against Finance LLC to consummate the transactions contemplated hereby is not in accordance with its terms. Finance LLC has all requisite power and authority any way contingent upon or otherwise subject to (i) carry on its business as now being conducted, the Purchaser’s consummation of any financing arrangements or the Purchaser’s obtaining of any financing or (ii) executethe availability, deliver and perform grant, provision or extension of any financing to the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated NotePurchaser.

Financing. 4.1 The Buyer Parent has delivered to the Sellers true, correct Company true and complete copiescopies of (a) the commitment letter, dated as of the date of this Agreementhereof, of: (a) executed commitment letters among Parent, Xxxxxx Xxxxxxx Senior Funding, Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx Capital Corporation (the “Equity Funding LettersDebt Financing Commitments”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively pursuant to which the “Equity Provider Group”) to providelenders party thereto have committed, subject solely to the terms and conditions thereinthereof, equity financing in to lend the aggregate amount amounts set forth therein (being collectively referred to as the “Equity Debt Financing”); , and (b) executed the equity commitment letters and redacted forms of fee letters, dated as of the date of this Agreementhereof, from JPMorgan Chase Bank(i) Apax US VII, N.A.L.P., Barclays Bank PLC (ii) Apax Europe VII Investments Sárl and Royal Bank of Canada (iii) Xxxxxx Xxxxxxx Principal Investments, Inc. (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,Commitments” and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which such parties have committed, subject to the terms thereof, to invest the cash amounts set forth therein (the “Equity Financing collectively referred to as Financing” and together with the Debt Financing, the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: hereof, (aA) none of the Financing Letters Commitments has been amended (and no waiver of any provision thereof has been granted); or modified, and (bB) the respective commitments contained in such the Financing Letters remain in full force and effect and Commitments have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations . Each of the BuyerEquity Financing Commitments, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of the BuyerParent, the other parties thereto. Each of the Debt Financing Commitments, in the form so delivered, is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto for so long as it remains in full force and effect. As of the date hereof and assuming the accuracy of all representations and warranties of the Company in this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer Parent under any term or condition of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfiedCommitments. As of the date hereof and assuming the accuracy of all representations and warranties of the Company in this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default Agreement and compliance by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this AgreementCompany with its agreements hereunder, the Buyer Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the conditions closing to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated by it contained in the Financing LettersCommitments. Parent has fully paid, assuming: (a) satisfaction or caused to be fully paid, any and all commitment and other fees required by the terms of the conditions Financing Commitments to be paid on or before the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) date hereof. Assuming the accuracy of the Company’s representations and warranties contained herein, the proceeds from the Financing (together with the available cash of the Sellers set forth in Schedule 4; Company and (cits Subsidiaries) any estimates, projections or forecasts constitute all of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be financing required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital be provided by Parent for the operation consummation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by this Agreement, including the Seller Subordinated Notecash payment to fund the Arrangement as described in Article 3 of the Plan of Arrangement.

Financing. 4.1 The Buyer (a) At the Closing, assuming the Financing is funded in accordance with the Commitment Letters, Purchaser shall have sufficient cash and other sources of immediately available funds to pay the Total Share Purchase Consideration and all fees and expenses in connection with the Transactions. (b) Purchaser has delivered to the Sellers Seller a true, correct accurate and complete copies, as copy of the date of this Agreement, of: (ai) an executed debt commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersletter, dated as of the date of this Agreement, from JPMorgan Chase Bankby and among Purchaser and the Lenders party thereto, N.A.including all exhibits, Barclays Bank PLC schedules, annexes and Royal Bank attachments thereto (as amended, restated, replaced, substituted, supplemented, waived or otherwise modified in accordance with Section 7.9(b) or, in the case of Canada (an Alternative Financing, in accordance with Section 7.9(c), the “Debt Commitment LettersLetter”), pursuant to which, and subject to the terms and conditions of which, the Lenders party thereto have committed to lend the amounts set forth therein for the purpose of funding the Share Purchase and the other Transactions (such committed debt financing, the “Debt Financing”), and (ii) an executed equity commitment letter, dated as of the date of this Agreement, by and among Purchaser and Sponsors, including all exhibits, schedules, annexes and attachments thereto (as amended, restated, replaced, substituted, supplemented, waived or otherwise modified in accordance with Section 7.9(b), (the “Equity Commitment Letter” and, together with the Equity Funding LettersDebt Commitment Letter, the “Financing Commitment Letters”) ), pursuant to providewhich, and subject solely to the terms and conditions thereinof which, debt financing in an aggregate amount each Sponsor has committed to provide the amounts set forth therein for the purpose of funding the Share Purchase (being collectively referred to as such committed equity financing, the “Debt Equity Financing,” and and, together with the Equity Financing collectively referred to as Debt Financing, the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreementc) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: , (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (bi) the respective commitments contained in such Financing Commitment Letters remain are in full force and effect and have not been withdrawn withdrawn, rescinded or rescinded terminated, or otherwise amended or modified in any respect. 4.4 The Buyer respect and (ii) each of the Commitment Letters, in the form so delivered, constitutes a legal, valid and binding obligation of Purchaser, and, to the knowledge of Purchaser, the other parties thereto, enforceable against it or them, as the case may be, in accordance with its terms except as may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles, whether such enforceability is considered in a proceeding in equity or at Law. Except for the fee letter with respect to fees and related arrangements with respect to the Debt Financing (the “Debt Fee Letter”), of which Purchaser has fully paid (or caused delivered a true, accurate and complete copy to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable Seller on or prior to the date hereof of this Agreement (redacted with respect to fees, pricing caps, and other economic terms that would not affect the amount, availability or conditionality of the Debt Financing), the Limited Guarantee and the Financing Commitment Letters are the valid, binding and enforceable obligations only agreements relating to the Financing as of the Buyerdate of this Agreement. Except for the Commitment Letters and the Debt Fee Letter, and there are no agreements, side letters, or arrangements relating to the knowledge Debt Commitment Letter or the Equity Commitment Letter, as applicable, that could affect the amount, availability or conditionality of the BuyerDebt Financing or the Equity Financing, as applicable. (d) Assuming the other parties thereto. As satisfaction of the conditions set forth in Section 8.1 and Section 8.2, as of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer Purchaser under any term of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Commitment Letters. As of the date of this Agreement, no Lender party to the Buyer Debt Commitment Letter has notified Purchaser of its intention to terminate any of the commitments under the Debt Commitment Letter or not to provide the Debt Financing. (e) Assuming satisfaction of the conditions in Section 8.1 and Section 8.2, as of the date of this Agreement, Purchaser has no reason to believe that any of the conditions in the Commitment Letters will fail to the Financing will not be satisfied on a timely basis or that the Financing full amounts committed pursuant to the Commitment Letters will not be available to be funded at the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy Closing. As of the warranties in Schedule 4date of this Agreement, Purchaser has fully paid (or caused to be paid) any and all commitment fees or other fees required by the failure Commitment Letters to be paid on or before the date of any Seller’s Group Undertaking this Agreement. The only conditions precedent related to perform its the obligations hereunder or the failure of any of the conditions Sponsors to fund the Buyer’s obligation full amount of the Equity Financing and the Lenders to Completion fund the full amount of the Debt Financing are expressly set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, Equity Commitment Letter and the payment of Debt Commitment Letter and the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing LettersDebt Fee Letter, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they maturerespectively. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The (a) Buyer has delivered to the Sellers true, correct Seller true and complete copies, as copies of the date of this Agreement, of: (ai) fully executed commitment letters letters, including all annexes, exhibits, schedules and other attachments thereto (other than the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions fees set forth therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (bwhich have been redacted) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters”), pursuant to which the lenders and other parties thereto have agreed, on the terms and subject to the conditions set forth therein, to provide Buyer with debt financing in the amounts set forth therein (the “Debt Financing”) and (ii) a fully executed commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Equity Commitment Letter” and, and together with the Equity Funding Debt Commitment Letters, the “Financing Commitment Letters”) ), pursuant to providewhich the Guarantor has committed to provide equity financing in the respective amounts, subject solely to and on the terms and subject to the conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Equity Financing,” and together with the Equity Financing collectively referred to as Debt Financing, the “Financing”). The Financing Letters contain all of the conditions precedent Equity Commitment Letter provides, and will continue to provide, that Seller is a third party beneficiary thereto with respect to the obligations of the parties thereunder to make Financing available to the Buyer on the terms provisions specified therein. (b) The Equity Commitment Letter, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none hereof, each of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain Debt Commitment Letters, is in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The is a valid and binding obligation of Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the validand, binding and enforceable obligations of the Buyer, and to the knowledge of Buyer (in the Buyercase of the Debt Commitment Letters only), the other parties thereto. Assuming due and valid execution by each other party thereto, each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of this Agreementthe Financing Commitment Letters have been amended or modified in any respect, and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor, to Buyer’s knowledge in the case of the Debt Commitment Letters, is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Commitment Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date hereof, Buyer is not aware of this Agreementany fact, the Buyer has not received any written notice from any person with respect to the actual event or potential breach or default by the Buyer’s Group Undertakings or any other party to occurrence that makes any of the representations and warranties of Buyer in any Financing Letters Commitment Letter inaccurate in any material respect. There are no conditions precedent directly or indirectly related to the funding of any provision of any the full amount of the Financing Letters. As (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and as of the date of this Agreementhereof, the Buyer has no reason to believe that it will not be able to satisfy any term or condition of closing of the conditions Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be satisfied or that made available to Buyer on the Closing Date. Other than the Financing will not be available Commitment Letters, there are no side letters or other contracts, arrangements or understandings (written or oral) directly or indirectly related to the Buyer as Financing (except for customary fee letters and engagement letters relating to the Debt Financing, a copy of Completion; each of which has been provided to Seller prior to the date hereof, with only the fee amounts redacted, and non-disclosure agreements relating to the Debt Financing that do not impact the Buyer is not making any warranty regarding the effect of any inaccuracy conditionality or amount of the warranties in Schedule 4, Financing). Assuming the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation obligations to complete consummate the Transactions as set forth hereinClosing, or the waiver of such conditions; (b) the accuracy aggregate proceeds of the warranties of Financing are in an amount sufficient to (i) consummate the Sellers set forth in Schedule 4; Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Buyer or its Affiliates pursuant to the other Transaction Documents to which any such Person is a party and (ciii) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of pay all related fees and expenses of Buyer and its Affiliates and Representatives. Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid as of the Company will be Solvent. For purposes date hereof pursuant to the terms of the Financing Commitment Letters. (c) Buyer acknowledges and agrees that, notwithstanding anything to the contrary in this paragraph 4.5Agreement, the term “Solvent” with respect consummation of the Financing shall not be a condition to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority Buyer to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete consummate the transactions contemplated by the Seller Subordinated Notehereby.

Financing. 4.1 The Buyer has delivered (a) On and subject to the Sellers trueterms and conditions hereof, correct each Investor hereby grants to the Issuer certain options (collectively, the “Put Options”) to require the Investors to purchase New Notes in an aggregate principal amount equal to the Purchase Price (a “Purchase”), which shall be issued with New Warrants (as more particularly described in Section 2.03(f)), at such times as set forth in, and complete copiessubject to the terms and conditions of, this Agreement. (b) On or before the first (1st) Business Day after the expiration date of the Exchange Offers, the Issuer shall notify the Investors in writing of either (i) the election of the Issuer to require the Investors to purchase New Notes by payment by each Investor of its Cash Elections Purchase Amount, which election shall include a true and accurate calculation of the Cash Elections Purchase Price (including a certification from the applicable exchange or tender agent as to the aggregate principal amount of Existing Notes that have been tendered for repurchase) (the “Cash Elections Purchase Notice”), it being understood and agreed that the Put Option in respect of the Cash Elections Purchase Price shall automatically and irrevocably be deemed to have been exercised by the Issuer, without the need for delivery of written notice or the taking of any other further action by the Issuer, the Company or any other Person, if the conditions set forth in Section 7.01 shall have been satisfied or waived in accordance with this Agreement or (ii) in the event that (a) no Cash Elections have been made in connection with the Exchange Offers on or prior to the expiration thereof, and (b) all Existing Notes have been tendered and not withdrawn in the Exchange Offers on or prior to the expiration thereof, that the Issuer’s Put Options to require the Investors to purchase New Notes hereunder are not being exercised (the “Satisfaction Notice”). Each Investor shall purchase New Notes in an aggregate principal amount equal to its Cash Elections Purchase Amount referred to in clause (i) in the immediately preceding sentence (the “Cash Elections Purchase”) on the Closing Date. (c) From time to time, an Affinion Party may elect, in its sole discretion, to consummate an Optional Refinancing; provided that (x) no Affinion Parties shall have any obligation to consummate any Optional Refinancing and (y) the Put Options with respect to any such Optional Refinancing will only be exercised by, and the Financing will only be available to, the Issuer if the following conditions are satisfied or waived in accordance with this Agreement: (i) with respect to any series of Existing Notes subject to a proposed Optional Redemption, at least 90% of the aggregate principal amount of such series of Existing Notes that was outstanding on the date of this AgreementAgreement was exchanged or tendered for cash in the applicable Exchange Offer; and (ii) on or before the first (1st) Business Day after the delivery by the applicable Affinion Party of a notice of optional redemption to the holders of the applicable series of Existing Notes evidencing the consummation of an Optional Refinancing with respect to such series of Existing Notes, of: such Affinion Party shall notify the Investors in writing of the election of such Affinion Party to require the Investors to purchase New Notes by payment by each Investor of (ai) executed commitment letters in the case of the Optional AGI Notes Refinancing, its Optional AGI Notes Refinancing Purchase Amount, (ii) in the “Equity Funding Letters”case of the Optional Holdings Notes Refinancing, its Optional Holdings Notes Refinancing Purchase Amount and (iii) from Silver Lake Partners III Cayman in the case of the Optional Investments Notes Refinancing, its Optional Investments Notes Refinancing Purchase Amount, which election shall include a true and accurate calculation of the Optional Refinancings Purchase Price (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. including a certification as to the aggregate amount payable in connection with such Optional Refinancing) (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment LettersOptional Refinancing Purchase Notice” and, together with the Equity Funding LettersCash Elections Purchase Notice, the “Financing LettersPurchase Notices”) if the conditions set forth in Section 7.01 shall have been satisfied or waived in accordance with this Agreement. Without limiting the foregoing, in the event the applicable Affinion Party intends to provide, subject solely satisfy and discharge the applicable indenture on the date that notice of optional redemption is given to the terms holders of a series of Existing Notes, the Affinion Parties shall give the Investors at least two Business Days’ prior written notice of such optional redemption. So long as the conditions in clauses (i) and conditions therein(ii) above have been satisfied or waived in accordance with this Agreement, debt financing each Investor shall purchase New Notes in an aggregate principal amount set forth therein (being collectively equal to its applicable Optional Refinancings Investor Purchase Amount referred to as in the immediately preceding sentence (the applicable “Debt Financing,” and together with the Equity Financing collectively referred to as the “FinancingOptional Refinancings Investor Purchase”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer ) on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Lettersapplicable Subsequent Funding Date. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer warrants and undertakes to the Sellers as at the date of this Agreement that: 8.21.1 it will have available to it at Completion, subject to the closing under the Debt Commitment Letter, sufficient cash to pay the aggregate Cash Consideration and Retention Amount and any other amounts (other than the Deferred Consideration) required to be paid by the Buyer in connection with the consummation of the transactions contemplated hereby to which it is a party and to pay all related fees and expenses of the Buyer, and there is no restriction on the use of such cash for such purposes; 8.21.2 it has delivered to the Sellers Company a true, complete and correct copy, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter, dated as of the date hereof, from the Commitment Parties to the Borrower (the “Debt Commitment Letter”), pursuant to which the Commitment Parties have committed, upon the terms and subject to the conditions set forth therein (subject to any “market flex” provisions included in the fee letter dated the date hereof referred to therein (the “Fee Letter”), a true and complete copiescopy of which has been delivered to the Company with fees, economic terms and other customary provisions redacted), to provide the financing set forth in the Debt Commitment Letter (the “Debt Financing” and together with any equity or other financing obtained to pay a portion of the Consideration, the “Financing”); 8.21.3 it will promptly notify the Sellers if the respective commitments contained in the Debt Commitment Letter are withdrawn, terminated or rescinded in any respect after the date of this Agreement; 8.21.4 as of the date of this Agreement, of: (a) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III)Debt Commitment Letter is in full force and effect and represents a valid, L.P.binding and enforceable obligation of Borrower and, CPP Investment Board Private Holdings Inc.to the knowledge of Borrower, Index Ventures Growth I (Jersey)a valid, L.Pbinding and enforceable obligation of the Commitment Parties, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey)to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in the Debt Commitment Letter and, L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to providein each case, subject solely to the terms qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors; 8.21.5 the fees that are due and conditions thereinpayable by Borrower in connection with the Debt Financing shall be paid prior to, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersor concurrently with, dated Completion; 8.21.6 as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreement) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties thereto. As of the date of this Agreement, Agreement no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could would reasonably be expected to): (a) to constitute a material breach or default or breach on the part of the Buyer under any Borrower, or, to the knowledge of the Borrower, any other party thereto under the Debt Commitment Letter, provided, however, that this clause 8.21.6 does not cover any matters related to the Sellers or the Company; and 8.21.7 there are no conditions precedent related to the funding of the full amount of the Debt Financing Letters; or (b) constitute or result including pursuant to any “market flex” provisions included in a failure to satisfy any condition the Fee Letter), other than the conditions precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default and contemplated by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Letters. As of the date of this Agreement, the Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, Debt Commitment Letter and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in the Financing Letters, assuming: (a) satisfaction of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they maturecustomary fees. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer has Parties have delivered to the Sellers Company on the date hereof true, correct and complete copies, as copies of the date of this Agreement, of: (ai) an executed commitment letters investment agreement (the “Equity Funding LettersInvestment Agreement”) from Silver Lake Partners III Cayman (AIV III), L.P.which is attached hereto as Exhibit J, CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca pursuant to which One Equity Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund IVII, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provideshall invest, subject solely to (and only to) the terms and conditions set forth therein, equity financing cash in Parent in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); ) and (bii) an executed debt commitment letters letter from the lender(s) signatory thereto (collectively, including (x) any replacement, amendment or modification thereof and (y) all exhibits, schedules and annexes (other than the Fee Letters, which may be redacted forms of fee lettersas set forth below) to such letter, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment LettersLetter” and, together with the Equity Funding LettersInvestment Agreement, the “Financing Letters”) ), which is attached hereto as Exhibit K, pursuant to providewhich the lenders party thereto have committed, subject solely to (and only to) the terms and conditions set forth therein, to provide debt financing in an aggregate amount the amounts set forth therein for, among other things, the purposes of financing the transactions contemplated by this Agreement (being collectively referred to as the “Debt Financing,” ”, and together with the Equity Financing collectively referred to as Financing, the “Financing”). The As of the date hereof, the Financing Letters contain all have not been amended, modified or replaced, and none of the conditions precedent provisions thereof have been waived, no such amendment, modification, replacement or waiver is pending or contemplated by the Buyer Parties or Merger Sub, or their respective Subsidiaries, or, to any of the Buyer Parties’ or Merger Sub’s, or their respective Subsidiaries’, knowledge, the other parties thereto, and the respective commitments contained in such letters have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, other than the Financing Letters, there are no other agreements, side letters or other arrangements to which the Buyer Parties or Merger Sub, or their respective Subsidiaries, is a party relating to the obligations Financing or any of the parties thereunder Financing Letters. Buyer has delivered true, correct and complete copies to make the Company of any fee letters in respect of the Financing on the date hereof (which letters may be redacted in a customary manner so long as such redacted provisions do not reduce the amount of the net cash proceeds of either the Equity Financing or the Debt Financing available to the Buyer Parties on the terms thereinClosing Date or relate to or affect the conditionality of the Financing) (such fee letters, the “Fee Letters”). The Buyer Parties have fully paid or caused to be fully paid any and there are no side letters all commitment fees or other agreements, arrangements or understandings, whether written or oral, with any person relating fees required to the availability be paid as of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated date hereof by the Financing Letters (or such other amounts as the Buyer may arrange otherwise in lieu of all or a portion respect of the Financing Financing). There are no conditions precedent (including any subsequent approval process) to the extent permitted obligations of the counterparties to the Financing Letters to fund the full amount of the Financing, other than (i) in the case of the Investment Agreement, the conditions expressly set forth therein, and (ii) in the case of the Debt Commitment Letter, the conditions expressly set forth therein. Assuming that the Financing is funded in accordance with the Financing Letters, the aggregate proceeds contemplated by this Agreement) the Financing, together with Buyer’s cash on hand, will be sufficient for the Buyer Parties on the Closing Date to (A) make the payments contemplated to be made or caused to be made by the Buyer Parties pursuant to Section 1.02 and (B) pay the aggregate Purchase Price, any other amounts and all fees and expenses required to be paid by the Buyer Parties in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior to the date hereof Closing and the Financing Letters are the valid, binding and enforceable obligations of the Buyer, and to the knowledge of the Buyer, the other parties theretoFinancing. As of the date of this Agreementhereof, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or material breach on the part of the Buyer under any of the Financing Letters; Buyer Parties or (b) constitute Merger Sub, or result in a failure their respective Subsidiaries, or, to satisfy any condition precedent set forth in any Financing Letter; provided that the knowledge of the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4Parties or Merger Sub, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreementtheir respective Subsidiaries, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of parties thereto, under the Financing Letters. As , and none of the date of this AgreementBuyer Parties or Merger Sub, the Buyer or their respective Subsidiaries, has no any reason to believe that any of the conditions to the Financing will not fail to be satisfied on a timely basis or that the full amount of the Financing will not be available to unavailable on the Closing Date. The execution, delivery and performance of the Financing Letters and the Fee Letters have been duly and validly authorized by all requisite action on the part of the Buyer as of Completion; provided that Parties, and no other proceedings on the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure part of any of the conditions Buyer Parties or that of their respective members or equityholders are necessary to authorize the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinderexecution, delay delivery or defraud either present or future creditors. Immediately after giving effect to all performance of the Transactions, including the Financing, Financing Letters and the payment Fee Letters. As of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated in date hereof, the Financing Letters, assuming: (a) satisfaction of Letters and the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies Fee Letters have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLCthe Buyer Parties and, to the knowledge of the Buyer Parties and willMerger Sub and their respective Subsidiaries, when executed, constitute the legal, each other party thereto and are valid and binding obligation on the Buyer Parties and, to the knowledge of Finance LLC the Buyer Parties, each other party thereto, and are in full force and effect as of the date hereof, and enforceable against Finance LLC in accordance with its their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable law. Finance LLC has all requisite power Neither the execution and authority to delivery of the Financing Letters and the Fee Letters by the Buyer Parties, nor compliance by the Buyer Parties with any of the provisions of the Financing Letters and the Fee Letters (iI) carry on its business as now being conductedconflicts with or results in a breach of any provisions of the organizational documents of Parent or Buyer, (iiII) executeresults in any material breach of or constitutes (with or without notice or lapse of time or both) a default or requires any consent, deliver in each case, under any material contract to which Parent or Buyer is a party or is subject or by which it or its assets are bound, or (III) violates any governmental order, law or permit applicable to Parent or Buyer or any of their properties or assets. Each of the Buyer Parties and perform Merger Sub hereby affirms and acknowledges that neither the Seller Subordinated Noteobtaining of the Debt Financing or the Equity Financing, and (iii) take all action as may be necessary to complete nor the transactions completion of any issuance of debt or securities contemplated by the Seller Subordinated NoteDebt Financing or the Equity Financing, is a condition to the Closing.

Financing. 4.1 The Buyer (a) Parent has delivered to the Sellers true, Company complete and correct and complete copies, as copies of the date of this Agreement, of: (ai) executed mezzanine financing commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III Cayman (AIV III), L.P., CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider Group”) to provide, subject solely to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee lettersletter, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada Agreement (the “Debt Mezz Financing Commitment LettersLetter”), from BOC Asset Management Company Limited (the “Mezz Financing Source”), pursuant to which, and subject to the terms and conditions of which, the Mezz Financing Source have committed to contribute the amounts set forth therein to Hong Kong Dongshan Precision Union Opoelectronic Co., Limited, a subsidiary of Parent (the “HK Borrower”), for the purpose of funding the transactions contemplated by this Agreement (such mezzanine financing, the “Mezz Financing”), and (ii) executed term loan commitment letter, dated as of the date of this Agreement (the “Term Loan Commitment Letter” and, together with the Equity Funding Mezz Financing Commitment Letter, the “Commitment Letters”), from Bank of China, New York Branch (the “Term Loan Financing Source” and, together with the Mezz Financing Source, their respective Affiliates, officers, employees and representatives, and their respective successors and assigns, the “Financing LettersSources”) ), pursuant to providewhich, and subject solely to the terms and conditions thereinof which, debt financing in an aggregate amount the lender thereto have committed to lend the amounts set forth therein (being collectively referred to as the “Debt Financing,” and Merger Sub, which amounts, together with the Equity Financing collectively referred cash balances of Parent, HK Borrower and Merger Sub immediately prior to as the Effective Time, will be sufficient to enable Parent (or a Subsidiary designated by Parent) and Merger Sub to make all payments required to be made in connection with the transactions contemplated by this Agreement (such committed term loan financing, the “Term Loan Financing” and, together with the Mezz Financing, the “Financing”). The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there are no side letters or other agreements, arrangements or understandings, whether written or oral, with any person relating to the availability of the Financing at Completion, other than as expressly identified in the Financing Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreementb) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: , (a) none of the Financing Letters has been amended (and no waiver of any provision thereof has been granted); and (bi) the respective commitments contained in such Financing Commitment Letters remain are in full force and effect and have not been withdrawn or rescinded terminated, or otherwise amended or modified in any respect. 4.4 The Buyer , and no provision thereof has fully paid been waived, and (ii) each of the Commitment Letters, in the form so delivered, is a legal, valid and binding obligation of HK Borrower or caused Merger Sub, as applicable, and, to be fully paid) all commitment the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. Except for fee letters with respect to fees or other fees due in connection and related arrangements with respect to the Financing that are payable Financing, of which Parent has delivered complete and correct copies to the Company on or prior to the date hereof of this Agreement (with only fee amounts, pricing caps and certain economic terms (none of which would adversely affect the Financing Letters are the valid, binding and enforceable obligations amount or availability of the BuyerFinancing) redacted to the extent the foregoing would not relate to any amounts that may adversely affect the amount or availability of the Financing), and as of the date of this Agreement, there are no other agreements, side letters, or arrangements relating to the knowledge Commitment Letters that would affect the amount, availability or conditionality of the Buyer, the other parties theretoFinancing. As of the date of this Agreement, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a default or breach on the part of HK Borrower or Merger Sub, as applicable, under any term or condition of the Buyer under Commitment Letters or, to the Knowledge of Parent, would (x) make any of the Financing Letters; assumptions or (b) constitute or result in a failure to satisfy any condition precedent of the statements set forth in the Commitment Letters inaccurate in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties material respect, (y) result in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to in the Buyer’s obligation to Completion set forth Commitment Letters not being satisfied or (z) otherwise result in this Agreement to be satisfiedthe Financing not being available. As of the date of this Agreement, the Buyer no Financing Source has not received any written notice from any person with respect notified Parent of its intention to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to terminate any of the Financing Commitment Letters of any provision of any or not to provide the Financing. Assuming satisfaction of the Financing Letters. As conditions in Section 9.1 and Section 9.3, as of the date of this Agreement, the Buyer Parent has no reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of the conditions closing to the Financing will not be satisfied by it contained in the Commitment Letters or that the Financing full amounts committed pursuant to the Commitment Letters will not be available to the Buyer as of Completion; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of Closing if the conditions to the Buyer’s obligation to Completion set forth in this Agreement of closing to be satisfied. 4.5 The Buyer is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated satisfied by it contained in the Financing Letters, assuming: Commitment Letters are satisfied. Parent has fully paid (a) satisfaction of the conditions or caused to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (cbe paid) any estimates, projections and all commitment fees or forecasts of other fees required by the Group Companies have been prepared in good faith based upon reasonable assumptions, and payment of all related fees and expenses, Commitment Letters to be paid on or before the Company will be Solvent. For purposes date of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(A)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they matureAgreement. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.

Financing. 4.1 The Buyer (a) Each of Parent and Merger Subsidiary affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Parent and Merger Subsidiary obtain financing for, or related to, any of the Transactions. (b) Parent has delivered to the Sellers true, correct Company true and complete copiescopies of (i) the executed commitment letter, dated as of the date of this AgreementAugust 6, of: (a) 2023 and each executed commitment letters fee letter (the “Equity Funding LettersFee Letter”) associated therewith (provided, that provisions in the Fee Letter agreed to by the parties may be redacted in a customary manner (including, without limitation, redactions of fee amounts; provided that, in each case, such redactions do not relate to any terms that would be reasonably likely to adversely affect the conditionality, enforceability, availability, termination or aggregate principal amount (except as a result of increased original issue discount or upfront fees resulting from Silver Lake Partners III Cayman the exercise of “price flex”) of the Debt Financing or other funding being made available by such Debt Financing Sources)) (AIV IIItogether with the term sheets and any other exhibits, schedules, annexes and other attachments thereto and any fee letters, and as amended, supplemented, waived, modified, substituted or replaced from time to time after the date hereof in compliance with Section 8.2, the “Debt Commitment Letter”), L.P.from the lenders party thereto (collectively, CPP Investment Board Private Holdings Inc., Index Ventures Growth I (Jersey), L.P, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, and Andreessen Xxxxxxxx Fund I, L.P. (each, an “Equity Provider,” and collectively the “Equity Provider GroupLenders”) and the arrangers party thereto, pursuant to providewhich the Lenders have committed, subject solely to the terms and conditions set forth therein, to provide to Parent debt financing in the amounts set forth therein (the “Debt Financing”) and (ii) a fully executed commitment letter (the “Equity Commitment Letter” from Cxxxxxx, Dxxxxxxx & Rxxx Fund XII, L.P. (the “Sponsor”) (the “Equity Investor”)) pursuant to which the Equity Investor has committed to provide Parent with equity financing in the aggregate amount amounts set forth therein in connection with the Transactions (being collectively referred to as the “Equity Financing”); and (b) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from JPMorgan Chase Bank, N.A., Barclays Bank PLC and Royal Bank of Canada (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject solely to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing,” and together with the Equity Financing collectively referred to as Debt Financing, the “Financing”)) and of which the Company is an express Third Party beneficiary. The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to the Buyer on the terms therein, and there There are no side letters or letters, other agreements, arrangements or understandings, whether Contracts (written or oral, with any person relating ) or other conditions to funding (written or oral) related to the availability funding of the Financing at Completion, other than as expressly identified set forth in the Financing Commitment Letters. 4.2 Assuming the Financing is funded, the net proceeds contemplated by the Financing Letters (or such other amounts as the Buyer may arrange in lieu of all or a portion of the Financing to the extent permitted by this Agreementc) will be sufficient for the Buyer to pay the aggregate Purchase Price, any other amounts required to be paid in connection with the completion of the Transactions and all related fees and expenses. 4.3 As of the date of this Agreement: (a) none of hereof, the Financing Commitment Letters has been amended (and no waiver of any provision thereof has been granted); and (b) the respective commitments contained in such Financing Letters remain are in full force and effect and have not been withdrawn or rescinded in any respect. 4.4 The Buyer has fully paid (or caused to be fully paid) all commitment fees or other fees due in connection with the Financing that are payable on or prior a valid and binding obligation of Parent and, to the date hereof and the Financing Letters are the valid, binding and enforceable obligations Knowledge of the Buyer, and to the knowledge of the BuyerParent, the other parties thereto, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Commitment Letters have not been amended or modified in any respect (provided that the existence or exercise of this Agreement“market flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Debt Commitment Letter), the commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect by Parent or Merger Subsidiary or, to the Knowledge of Parent, any other party thereto, and no such withdrawal, rescission, or modification is presently contemplated by Parent or the Merger Subsidiary or, to the Knowledge of Parent, the other parties thereto (it being understood and agreed that, in connection with any amendment, supplement or modification of the Debt Commitment Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities), the aggregate commitments of the Lenders party to the Debt Commitment Letter may be reduced in the amount of such additional party’s commitments (without, for the avoidance of doubt, any change in aggregate commitments thereunder)). As of the date hereof, no event has occurred and no circumstance exists which, with or without notice, lapse of time or both, would (or could reasonably be expected to): (a) constitute a material default or material breach on the part of Parent or Merger Subsidiary under the Buyer under any of the Financing Letters; or (b) constitute or result in a failure to satisfy any condition precedent set forth in any Financing Letter; provided that the Buyer is not making any warranty regarding the effect of any inaccuracy of the warranties in Schedule 4, the failure of any Seller’s Group Undertaking to perform its obligations hereunder or the failure of any of the conditions to the Buyer’s obligation to Completion set forth in this Agreement to be satisfied. As of the date of this Agreement, the Buyer has not received any written notice from any person with respect to the actual or potential breach or default by the Buyer’s Group Undertakings or any other party to any of the Financing Letters of any provision of any of the Financing Commitment Letters. As of the date hereof, there are no conditions precedent to the funding of this Agreementthe full amount of the Financing contemplated by the Commitment Letters other than the conditions precedent set forth in the Commitment Letter, and, assuming satisfaction of the Buyer conditions set forth in Section 9.1 and Section 9.2, (x) Parent has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be made available to Parent on the Buyer as date of Completion; provided that the Buyer Closing and (y) Parent is not making any warranty regarding the effect unaware of any inaccuracy of fact or occurrence existing on the warranties in Schedule 4, the failure of any Seller’s Group Undertaking date hereof that would reasonably be expected to perform its obligations hereunder or the failure of cause any of the conditions to the Buyer’s obligation to Completion precedent set forth in the Commitment Letters to not be satisfied on or prior to the Closing Date. All commitments and other fees required to be paid under the Commitment Letters prior to the date hereof have been paid in full. Assuming the satisfaction of the conditions set forth in Section 9.1 and Section 9.2 of this Agreement and subject to the terms and conditions of the Commitment Letter, the net proceeds of the Financing, when funded in accordance with the Commitment Letter and this Agreement, will be in an amount sufficient, together with cash and cash equivalents held by the Company and its Subsidiaries to consummate the Merger when and upon the terms contemplated by this Agreement, to make all payments required by this Agreement to be satisfied. 4.5 The Buyer is not entering into the Transactions made in connection with the intent to hinderClosing, delay or defraud either present or future creditors. Immediately after giving effect to all of the Transactions, including the Financing, and the payment of the aggregate Purchase Price and any other repayment or refinancing of debt that may be contemplated by the Commitment Letters in connection with the Financing Letters, assuming: (a) satisfaction consummation of the conditions to the Buyer’s obligation to complete the Transactions as set forth herein, or the waiver of such conditions; (b) the accuracy of the warranties of the Sellers set forth in Schedule 4; and (c) any estimates, projections or forecasts of the Group Companies have been prepared in good faith based upon reasonable assumptionsMerger, and payment of pay all related fees and expensesexpenses required to be paid by Pxxxxx and Merger Subsidiary on the Closing Date in connection with the Transactions (collectively, the Company will be Solvent. For purposes of this paragraph 4.5, the term “Solvent” with respect to the Company means that, as of any date of determination: (i) the amount of the fair saleable value of the assets of the Group Companies, taken as a whole, exceeds, as of such date, the sum of: (A) the value of all liabilities of the Group Companies, taken as a whole, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal laws governing determinations of the solvency of debtors; and (B) without duplication of liabilities in clause “(ARequired Amounts”)” of this sentence, the amount that will be required to pay the probable liabilities of the Group Companies, taken as a whole on its existing debts (including contingent liabilities) as such debts become absolute and matured; (ii) the Company will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged by the Buyer following such date; and (iii) the Company will be able to pay its liabilities, including contingent and other liabilities, as they mature. 4.6 The Seller Subordinated Note will be duly executed and delivered by Finance LLC, and will, when executed, constitute the legal, valid and binding obligation of Finance LLC enforceable against Finance LLC in accordance with its terms. Finance LLC has all requisite power and authority to (i) carry on its business as now being conducted, (ii) execute, deliver and perform the Seller Subordinated Note, and (iii) take all action as may be necessary to complete the transactions contemplated by the Seller Subordinated Note.