Common use of Limited Guarantee Clause in Contracts

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Company’s (i) remedies against each Investor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group (as defined in the Limited Guarantee) against such Investor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to or in connection with this letter agreement or the Merger Agreement or of the failure of any transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the breach by such Investor of its obligations under this letter agreement). The Company and the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around as of the date hereof, relating related to Parent’s and Merger Sub’s certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement). The Company’s (i) remedies against each Investor Sponsor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below), and (iv) third party beneficiary rights under the Support Agreement shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company, any of its Affiliates, any of the direct or indirect shareholder of the Company and the Guaranteed Party Group (as defined in the Limited Guarantee) against such Investor or any of its Subsidiaries, or any of the Affiliates, equity holders, controlling persons, directors, officers, employees, members, managers, general or limited partners, representatives, advisors or agents of the foregoing against Sponsor or any Non-Recourse Parties Party (as defined in the Limited Guarantee) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to or in connection with this letter agreement or any breach of the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of any transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith (whether or not HoldCo’s, Pxxxxx’s Parent or Merger Sub’s breach is caused by the breach by such Investor Sponsor of its obligations under this letter agreementletter). The Company and the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including, without limitation, the rights of the Company pursuant to Section 4 hereof) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, PxxxxxParent’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Sponsor Guarantor is executing and delivering to the Company a limited guarantee, dated on or around as of the date hereof, relating related to certain Parent’s and Merger Sub’s payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Sponsor Limited Guarantee”) and (b) each of the Other Investors Founder Guarantor is executing and delivering to the Company a limited guarantee substantially identical guarantee, dated as of the date hereof, related to Parent’s and Merger Sub’s payment obligations under the Limited Guarantee Merger Agreement (each, an the “Other Founder Limited Guarantee”) relating ). Other than with respect to certain payment obligations of HoldCo, Parent and Merger Sub Sponsor Retained Claims (as defined under the Merger Agreement. The Sponsor Limited Guarantee) and Founder Retained Claims (as defined under the Founder Limited Guarantee), the Company’s (i) remedies against each Investor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders Sponsor Guarantor and their respective successors and assigns the Founder Guarantor under the Support Agreement Sponsor Limited Guarantee and (iv) the Company Third Party Beneficiary Rights (as defined below) Founder Limited Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its Affiliates (other than the Guaranteed Party Group (as defined in the Limited Guarantee) against such Investor Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors) against (i) the Sponsor, Parent or Merger Sub and (ii) any former, current and future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of, the Sponsor, Parent or Merger Sub or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing (other than the Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors) (those persons and entities described in clause (ii) each being referred to as a “Non-Recourse Parties (as defined in the Limited GuaranteeParty”) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to or in connection with this letter agreement or the Merger Agreement or of the failure of any transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the breach by such Investor of its obligations under this letter agreement). The Company and the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of under, or relating toin connection with, this letter agreement or the Merger AgreementAgreement and the transactions contemplated thereby, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and Agreement, whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such InvestorSponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around as of the date hereof, relating related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement). The Company’s (i) remedies against each Investor Sponsor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, and (iii) remedies against the Rollover Securityholders Sponsor and their respective its successors and assigns under the Support Agreement and (iv) pursuant to the Company Third Party Beneficiary Rights (as defined below) hereunder shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company, any of the direct or indirect shareholder of the Company and or any of its subsidiaries, any Affiliate of the Guaranteed Party Group (as defined in the Limited Guarantee) against Company or such Investor shareholder, or any of the Non-Recourse Parties Affiliates, equity holders, controlling persons, directors, officers, employees, members, managers, general or limited partners, representatives, advisors or agents of the foregoing against Sponsor or any of the Sponsor Affiliates (as defined in the Limited Guaranteebelow) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to or in connection with this letter agreement or any breach of the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of any transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith (whether or not HoldCo’s, Pxxxxx’s Parent or Merger Sub’s breach is caused by the breach by such Investor Sponsor of its obligations under this letter agreement). The Company and the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Company’s (i) remedies against each Investor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group (as defined in the Limited Guarantee) against such Investor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to or in connection with this letter agreement or the Merger Agreement or of the failure of any transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith (whether or not HoldCo’s, PxxxxxXxxxxx’s or Merger Sub’s breach is caused by the breach by such Investor of its obligations under this letter agreement). The Company and the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors (except 51 Elevate Limited) and Recruit Holdings Co., Ltd. is executing and delivering to the Company a an amended and restated limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, letter, (ai) the Investors are Equity Investor is executing and delivering to the Company a limited guaranteeLimited Guarantee (as amended from time to time, dated on or around the date hereof, “Equity Investor Limited Guarantee”) relating to certain payment of Parent’s obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Equity Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, as amended from time to time, an “Other Equity Investor Limited Guarantee” and collectively with the Equity Investor Limited Guarantee and all Other Equity Investor Limited Guarantees, the “Limited Guarantees”) relating to certain payment of Parent’s obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Except as expressly set forth in Section 7(b) hereof, the Company’s (i) remedies against each Investor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns Equity Investor under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) shall beEquity Investor Limited Guarantee with respect to any Non-Prohibited Claims shall, and are intended to beto, be the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against the Guaranteed Party Group (as defined in the Limited Guarantee) against such Equity Investor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of Party for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to under or in connection with any breach of, or liabilities or obligations arising under or in connection with, this letter agreement or letter, the Merger Agreement Agreement, the Equity Investor Limited Guarantee (whether willfully, intentionally, unintentionally or otherwise) or of the failure of any the transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or by the Merger Agreement or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith therewith, including in the event Parent breaches its obligations under the Merger Agreement (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s a Parent breach is caused by the breach by such the Equity Investor of its obligations under this letter agreementletter). The Company and Notwithstanding anything to the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor contrary contained herein or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCoEquity Investor Limited Guarantee, Parent under no circumstance shall the Company be permitted or Merger Sub breaches its obligations entitled to receive both (a) a grant of specific performance hereunder or under the Merger Agreement and whether to cause the Closing to occur or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under to cause Parent to enforce this letter agreement, except for claims and (b) payment of the Company against such Investor pursuant to and in accordance with the Limited GuaranteeParent Termination Fee or any monetary damages.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreementthe Other Sponsor Equity Commitment Letters, (a) the Investors are executing Guarantor has executed and delivering delivered to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Guarantor under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive (direct or indirect indirect) remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Guarantor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors (except 51 Elevate Limited) and Recruit Holdings Co., Ltd. is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors Sponsors are executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors (except 51 Elevate Limited) and Recruit Holdings Co., Ltd. is executing and delivering to the Company a an amended and restated limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsors under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsors or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the any Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsors or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorany Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsors pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors and Recruit Holdings Co., Ltd. is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors Sponsors are executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors (except 51 Elevate Limited) and Recruit Holdings Co., Ltd. is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsors under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsors or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the any Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsors or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorany Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsors pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently As a material inducement to Sellers to enter into this Agreement and to consummate the transactions hereunder, Parent hereby irrevocably and unconditionally guarantees to the Sellers the due and punctual payment in full of Buyer’s payment obligations under this Agreement (the “Buyer’s Obligations”), as a principal and not as a surety. Parent agrees that such guarantee shall be a guarantee of payment and not of collection and that Sellers shall not be required to pursue any right or remedy they may have against Buyer under this Agreement or otherwise or to first commence any proceeding or obtain any judgment against Buyer in order to enforce this Section 13.17. This Section shall not be deemed to enlarge any obligations of Buyer under this Agreement, and all obligations of Parent under this Section 13.17 shall be limited in time and scope and in any other manner as Buyer’s obligations under this Agreement are limited, except that Parent hereby expressly waives any notice of acceptance; presentment and protest of any instrument, and notice thereof; notice of default; and all other notices to which Parent might otherwise be entitled and all rights and defenses arising by reason of election of remedies and by reason of the bankruptcy or insolvency of Buyer. Notwithstanding any other provision of this Agreement to the contrary, Sellers hereby agree that Parent may assert, as a defense to payment or performance by Parent under this Section 13.17, or as an affirmative claim against Sellers or their respective Affiliates, or any Person claiming by, through or on behalf of any of them, any rights, remedies, set-offs and defenses that Buyer could assert pursuant to the terms of this Agreement (other than any such rights, remedies, set-offs and defenses arising out of, due to, or as a result of, the insolvency or bankruptcy of Buyer or any of its Affiliates, including Parent, or a lack of corporate power or authority of Buyer). Parent hereby represents and warrants to the Company and Sellers as follows: (i) Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Missouri; (ii) Parent has full power and authority to enter into this Agreement and to perform its obligations hereunder; (iii) the execution and delivery by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent; (iv) this Agreement has been duly executed and delivered by Parent and (assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto), constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Remedies Exception; and (v) the execution and delivery of this letter agreementAgreement by Parent and the consummation by it of the transactions contemplated hereby do not and will not, as of the Closing, (a) violate any provision of, or result in the Investors are executing and delivering breach of, any applicable Law to the Company a limited guaranteewhich Parent is subject or by which any property or asset of Parent is bound, dated on or around the date hereof, relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Company’s (i) remedies against each Investor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group (as defined in the Limited Guarantee) against such Investor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to or in connection with this letter agreement or the Merger Agreement or of the failure of any transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection conflict with the transactions contemplated hereby and thereby or in respect constitutional documentation of any written or oral representations made or alleged to have been made in connection herewith and therewith (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the breach by such Investor of its obligations under this letter agreement). The Company and the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Sponsor is executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive (direct or indirect indirect) remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreementAgreement, (a) the Investors are executing Funds have executed and delivering delivered to the Company a limited guaranteeguarantee pursuant to which the Funds have agreed, dated on or around the date hereofterms and subject to the conditions therein, relating to guarantee certain of Parent’s payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) ). Each Fund acknowledges and (b) agrees that if the conditions described in Section 2 hereof are satisfied, the Company may seek an order of specific performance to enforce each Fund’s obligation to fund its Pro Rata Percentage of the Other Investors is executing Commitment Amount hereunder, pursuant to (and delivering on the terms and subject to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”conditions of) relating to certain payment obligations Section 9.9(b)(ii) of HoldCo, Parent and Merger Sub under the Merger AgreementAgreement (the “Specific Performance Rights”). The Company’s Other than the Specific Performance Rights and the other Retained Claims (i) remedies against each Investor and its successors and assigns under as defined in the Limited Guarantee), (ii) remedies against HoldCo, the Company’s right to receive payment from Parent and Merger Sub and their respective successors and assigns under of the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights Guaranteed Obligations (as defined below) shall bein the Limited Guarantee), and are intended to be, the sole and exclusive direct or indirect remedies available subject to the Company and the Guaranteed Party Group Cap (as defined in the Limited Guarantee) against and otherwise on the terms and subject to the conditions of the Limited Guarantee, is and shall be the sole and exclusive direct or indirect remedy (whether at law or in equity) available to the Company, its Subsidiaries, any of their respective directors, officers, employees, and Affiliates, and each of the Rollover Stockholders and any other security holder of the Company who has executed and delivered a Support and Rollover Agreement and any of their respective Affiliates (each such Investor Person, a “Company Related Party”) (or available to any Person claiming by, through, or on behalf or for the benefit of any of the Company Related Parties) against the Funds or any other Non-Recourse Parties Party (as defined in the Limited Guarantee) with respect to any claim (whether sounding in respect of any liabilitiescontract or tort, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort under statute or otherwise) arising underunder or related to the Merger Agreement, relating to or in connection with the Limited Guarantee, this letter agreement Agreement or the Merger Agreement or of the failure of any transactions contemplated hereby or by the Merger Agreement to be consummated for any reason thereby or otherwise related negotiations, including without limitation in connection with the transactions contemplated hereby and thereby any breach or in respect alleged breach by Parent or Merger Sub of any written obligation under or oral representations made or alleged related to have been made in connection herewith and therewith (the Merger Agreement, whether or not HoldCo’s, Pxxxxx’s any such breach or Merger Sub’s alleged breach is caused by the Funds’ breach by such Investor of its their obligations under this letter agreement). The Company Agreement and any breach or alleged breach by the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor or any of the Non-Recourse Parties in respect Funds of any liabilities obligation under or obligations arising out related to the Limited Guarantee or this Agreement. Each Fund agrees, solely in the context of or relating to, this letter agreement or Section 9.9(b) of the Merger Agreement, including in not to oppose the event HoldCo, Parent granting of an injunction or Merger Sub breaches its obligations under specific performance on the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of basis that (i) the Company against such Investor pursuant to and has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in accordance with the Limited Guaranteeequity.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Other Sponsor is executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Other Sponsor under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive (direct or indirect indirect) remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Other Sponsor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors and Recruit Holdings Co., Ltd. is executing and delivering to the Company a an amended and restated limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the ). Other Investors is executing and delivering than with respect to the Company a limited guarantee substantially identical to Retained Claims (as defined in the Limited Guarantee), (a) the Company’s remedies against the Sponsor under the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations as set forth in and in accordance with the terms of HoldCo, Parent and Merger Sub under the Merger Agreement. The Company’s (i) remedies against each Investor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor or any of the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise (whether or not HoldCo’s, PxxxxxParent’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsors or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreementletter, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreementletter, (ai) the Investors are Equity Investor is executing and delivering to the Company a limited guaranteeLimited Guarantee (as amended from time to time, dated on or around the date hereof, “Equity Investor Limited Guarantee”) relating to certain payment of Parent’s obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Equity Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, as amended from time to time, an “Other Equity Investor Limited Guarantee” and collectively with the Equity Investor Limited Guarantee and all Other Equity Investor Limited Guarantees, the “Limited Guarantees”) relating to certain payment of Parent’s obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Except as expressly set forth in Section 7(b) hereof, the Company’s (i) remedies against each Investor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns Equity Investor under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) shall beEquity Investor Limited Guarantee with respect to any Non-Prohibited Claims shall, and are intended to beto, be the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against the Guaranteed Party Group (as defined in the Limited Guarantee) against such Equity Investor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of Party for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to under or in connection with any breach of, or liabilities or obligations arising under or in connection with, this letter agreement or letter, the Merger Agreement Agreement, the Equity Investor Limited Guarantee (whether willfully, intentionally, unintentionally or otherwise) or of the failure of any the transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or by the Merger Agreement or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith therewith, including in the event Parent breaches its obligations under the Merger Agreement (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s a Parent breach is caused by the breach by such the Equity Investor of its obligations under this letter agreementletter). The Company and Notwithstanding anything to the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor contrary contained herein or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCoEquity Investor Limited Guarantee, Parent under no circumstance shall the Company be permitted or Merger Sub breaches its obligations entitled to receive both (a) a grant of specific performance hereunder or under the Merger Agreement and whether to cause the Closing to occur or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under to cause Parent to enforce this letter agreement, except for claims and (b) payment of the Company against such Investor pursuant to and in accordance with the Limited GuaranteeParent Termination Fee or any monetary damages.