Common use of Sole Remedy Clause in Contracts

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons (as defined below), through any Guarantor, Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantors or any Related Person of any Guarantor, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: (i) that the sole cash asset of each of Parent and Sub is cash in a de minimis amount, amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and until that the Acceptance Time or the Effective Time; (ii) the Guarantors Company shall not have any obligation right to cause any monies to be contributed to Parent or liability to Sub by any Person relating tocurrent, arising out former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of or in connection with any of the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) Guarantors. The Company further agrees that it has no and shall have no remedy, recourse or right of recovery against the Guarantors against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any Guarantorequity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s Related Persons obligations under such guaranty) (as defined belowcollectively, “Guarantor Affiliates”), through any Guarantor, Parent or Sub or otherwise, whether by or through attempted piercing of the corporate, limited liability company corporate veil or limited partnership veilsimilar action, by or through a claim by or on behalf of Parent or Sub against the Guarantors any Guarantor or any Related Person of any GuarantorGuarantor Affiliate, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the terms and subject extent of the unpaid liability of the Guarantors hereunder up to the conditions hereof and Retained Claims (as defined below). (b) Maximum Amount. Recourse against the Guarantors under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (as defined in the Merger Agreementother than against Parent or Sub for non-monetary damages) against the Guarantors and any of Guarantor’s Related Persons in respect of any breachesliabilities or obligations arising under, losses or damages in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of against any oral representations made Guarantor or alleged to be made in connection therewith any Guarantor Affiliate (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Merger Agreement under Company or shall confer or give or shall be construed to confer or give to any Person other than the terms and subject to Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallGuarantors as expressly set forth herein.

Sole Remedy. (a) a. The Guaranteed Party Company acknowledges and agrees that: (i) , as of the sole cash asset of date hereof, neither Parent is cash in a de minimis amountnor Xxxxxx Sub has any assets, other than their respective rights under the Merger Agreement, the Equity Commitment Letter and that the agreements contemplated thereby. The Company acknowledges and agrees that, except as specifically contemplated by the Equity Commitment Letter and the Debt Commitment Letter, no additional significant funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs, and until that, except for rights against Parent and Merger Sub to the Acceptance Time extent expressly provided in the Equity Commitment Letter and Section 10.7 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any assets to be contributed to Parent or Merger Sub by the Effective Time;Guarantor, any Guarantor Affiliate (as defined below) or any other Person. (ii) the Guarantors b. The Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, under this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any former, current or future, director, officer, employee, agent or Affiliates of any of the Guarantor, Topco, Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, or lending agent or representative of or to Topco, Parent or Merger Sub, (iii) any former, current or future, holder of any securities or any equity interests of any kind of the Guarantor, Topco, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future assignee of the Guarantor, Topco, Parent or Merger Sub or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person or assignee of any of the foregoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery against ), but excluding Topco, Parent, Merger Sub, the Guarantors Guarantor or any of their respective subsidiaries or any Guarantor’s Related assignee permitted in accordance with the Merger Agreement or the Equity Commitment Letter or any such Persons that are party to the Rollover Agreements or the Voting Agreement (but solely in their capacity as defined belowsuch), being referred to herein collectively as “Guarantor Affiliates”), through any the Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of the Guarantor, Topco, Parent or Merger Sub against the Guarantors Guarantor, any Guarantor Affiliate, Topco, Parent or any Related Person Merger Sub or otherwise in respect of any Guarantorliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (w) its rights against the Guarantors Guarantor under this Limited Guarantee, (x) its third party beneficiary rights under the Equity Commitment Letter, (y) its rights against the committed parties under the Rollover Agreements or Voting Agreement and (z) its rights against Parent or Merger Sub under, and in accordance with, the terms and conditions of the Merger Agreement; provided that, in the event that the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Parent Cap (less amounts paid under this Limited Guarantee pursuant prior to such event), then, and in each such case, the Company shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the terms and subject extent of the unpaid liability of the Guarantor hereunder up to the conditions hereof and Retained amount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Except for Permitted Claims (as defined below). (b) Recourse , recourse against the Guarantors Guarantor and any Successor Entity to the Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party Company and all of its Affiliates (as defined in the Merger Agreement) and Subsidiaries against the Guarantors Guarantor and any of Guarantor’s Related Persons Guarantor Affiliate in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to and such recourse shall be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter limitations described herein and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). therein. c. The Guaranteed Party Company hereby covenants and agrees that it shall not institute, and shallshall cause its controlled Affiliates (which, for the avoidance of doubt, shall not include any Affiliated Stockholders or Specified Persons) not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby, against the Guarantor or any Guarantor Affiliate except for (i) claims against the Guarantor and any Successor Entity to the Guarantor under and in accordance with this Limited Guarantee (collectively, “Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub under and in accordance with the Merger Agreement (“Merger Agreement Claims”), and (iii) claims against Topco, Parent X. Xxxxx and any Successor Entity under and in accordance with the Equity Commitment Letter (“Equity Funding Claims”), (iv) claims against the parties to the Confidentiality Agreement, subject to the terms of the Confidentiality Agreement and (v) claims to enforce the terms of the Rollover Agreement and the Voting Agreement, as applicable, in accordance with the terms of the Rollover Agreement and the Voting Agreement, as applicable ((i)-(v) together, the “Permitted Claims”). d. For all purposes of this Limited Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal action, suit or proceeding, or otherwise asserts in writing a legal claim of any nature relating to the Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Merger Agreement and the other agreements contemplated hereby (including the Permitted Claims).

Sole Remedy. Other than pursuant to the Company’s rights (a) The Guaranteed Party acknowledges as a third-party beneficiary under Section 7 of the Commitment Letter (b) under the Confidentiality Agreement and agrees that: (ic) the sole cash asset of against Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with Merger Sub under the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery recourse against the Guarantors or any of any Guarantor’s Related Persons (as defined below), through any Guarantor, Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantors or any Related Person of any Guarantor, or otherwise, except for its rights against the Guarantors Guarantor under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party Company and all of its Affiliates affiliates and security holders, and anyone purporting to claim by or through any of them, against the Guarantor or the Parent Non-Recourse Parties (as defined in the Merger AgreementCommitment Letter) for claims by any of them directly or indirectly relating to the Guaranteed Obligations or the Transactions. The Company agrees that it shall not institute, and shall cause its respective controlled affiliates not to institute, any proceeding or claim directly or indirectly relating to the Guaranteed Obligations or the Transactions against the Guarantors and Guarantor or any of Guarantor’s Related Persons in respect of any breachesParent Non-Recourse Party except for (i) proceedings or claims against the Guarantor under this Guaranty, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (aii) remedies available pursuant to the terms and subject to the conditions as a third-party beneficiary under Section 7 of the Equity Commitment Letter and the Confidentiality AgreementLetter, and (biii) remedies available claims against Parent or Merger Sub pursuant to under the Merger Agreement and (iv) proceedings or claims under the terms and subject Confidentiality Agreement. Nothing set forth in this Guaranty shall affect or be construed to affect any liability of Parent or Merger Sub to the conditions thereof (clauses (a) Company or shall confer or give or shall be construed to confer or give to any person or entity any rights or remedies against any person other than the rights and (b), collectively, remedies of the “Retained Claims”)Company against the Guarantor as expressly set forth herein. The Guaranteed Party Guarantor hereby covenants and agrees that it shall not institute, and shallshall cause its respective affiliates not to institute, any proceeding asserting that this Guaranty is illegal, invalid or unenforceable in accordance with its terms.

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: (i) , as of the sole cash asset of date hereof, neither Parent is cash in a de minimis amountnor Sub has any assets, other than their respective rights under the Merger Agreement and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee or the Equity Commitment Letter, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Sub unless the Offer Closing or Merger Closing occurs, and until that, except for rights against Parent and Sub to the Acceptance Time extent expressly provided in the fourth paragraph of the Equity Commitment Letter and Section 11.10(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any assets to be contributed to Parent or Sub by the Effective Time;Guarantor, any Guarantor Affiliate (as defined below) or any other Person. (iib) Without limiting any obligations of Parent or Sub under the Guarantors Merger Agreement or Guarantor under the Equity Commitment Letter, the Company agrees that the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein and that the Company has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any former, current or future, direct or indirect director, officer, employee or agent of the Guarantor, Parent, Sub or the NDA Party, (ii) any former, current or future, direct or indirect Affiliate of the Guarantor, Parent, Sub or the NDA Party (other than the Guarantor, Parent, Sub and the NDA Party, but only for Guarantee Claims, Merger Agreement Claims, Equity Commitment Claims and Confidentiality Agreement Claims (each as defined below)), (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to the Guarantor, Parent, Sub or the NDA Party, (iv) any former, current or future, direct or indirect holder of any Equity Interests or securities of the Guarantor, Parent, Sub or the NDA Party (whether such holder is a limited or general partner, member, stockholder or otherwise) (other than the Guarantor, Parent, Sub and the NDA Party, but only for Guarantee Claims, Merger Agreement Claims, Equity Commitment Claims and Confidentiality Agreement Claims), or (v) any former, current or future assignee of the Guarantor, Parent, Sub or the NDA Party or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (other than the Guarantor, Parent, Sub and the NDA Party, but only for Guarantee Claims, Merger Agreement Claims, Equity Commitment Claims and Confidentiality Agreement Claims) (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons (), being referred to herein collectively as defined below“Guarantor Affiliates”), through any the Guarantor, Parent Parent, Sub or the NDA Party or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of Parent the Guarantor, Parent, Sub or the NDA Party against the Guarantors Guarantor, any Guarantor Affiliates, the NDA Party, Parent or any Related Person Sub or otherwise in respect of any Guarantorliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (w) its rights against the Guarantors Guarantor under this Limited Guarantee, (x) its third party beneficiary rights under the Equity Commitment Letter, (y) its rights and remedies against the NDA Party under the Confidentiality Agreement and (z) its rights against Parent or Sub under, and in accordance with, the terms and conditions of the Merger Agreement; provided that in the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus its uncalled capital is less than the Maximum Liability Cap (less amounts paid under this Limited Guarantee pursuant prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the terms and subject extent of the unpaid liability of the Guarantor hereunder up to the conditions hereof amount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Except for Guarantee Claims, Merger Agreement Claims, Equity Commitment Claims and Retained Confidentiality Agreement Claims (each as defined below). (b) Recourse , recourse against the Guarantors Guarantor and any Successor Entity under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party Company and all of its Affiliates (as defined in the Merger Agreement) and Subsidiaries against the Guarantors Guarantor and any of Guarantor’s Related Persons Guarantor Affiliate in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to and such recourse shall be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter limitations described herein and the Confidentiality Agreement, and therein. (bc) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party Company hereby covenants and agrees that it shall not institute, and shallshall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated thereby, against the Guarantor or any Guarantor Affiliate except for (i) claims by the Company against the Guarantor and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent or Sub under and in accordance with the Merger Agreement (“Merger Agreement Claims”), (iii) claims by the Company against the NDA Party under and in accordance with the Confidentiality Agreement (“Confidentiality Agreement Claims”) and (iv) to the extent (but only to the extent) the Company is expressly entitled under the Merger Agreement to cause Parent to enforce the Equity Commitment Letter in accordance with the terms thereof, claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms and subject to the limitations in the Merger Agreement (“Equity Commitment Claims”), and the Company hereby, on behalf of itself and its Affiliates (and to the extent permitted by Law, its Representatives), hereby releases the Guarantor and each Guarantor Affiliate from and with respect to any and all claims, known or unknown, now existing or hereafter arising, under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated thereby or otherwise relating thereto, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a claim by or on behalf of the Guarantor, Parent or Sub or any other Person against the Guarantor or any Guarantor Affiliate, or otherwise under any theory of law or equity, in each case, except for Guarantee Claims, Merger Agreement Claims, Confidentiality Agreement Claims or Equity Commitment Claims. (d) For all purposes of this Limited Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal proceeding, or otherwise asserts in writing a legal claim of any nature relating to the Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Merger Agreement and the other agreements contemplated hereby.

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: (i) that the sole cash asset of Parent and Merger Subsidiary is cash in a de minimis amount, amount and that no additional funds are expected to be contributed to Parent or Merger Subsidiary unless and until the Acceptance Time Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Effective Time; (ii) the Guarantors shall not Company further agrees that no Person will have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery against against, and no personal liability will attach (for any reason) to, any of the Guarantors Guarantor’s, Parent’s or Merger Subsidiary’s former, current or future stockholders, Affiliates, controlling persons, members, managers, employees, agents, officers or directors or any former, current or future stockholders, Affiliates, general or limited partners, controlling persons, members, managers, employees, agents, officers or directors of any Guarantor’s Related Persons the foregoing (as defined belowcollectively (but not including Parent and Merger Subsidiary), the “Non-Recourse Parties”), through any Guarantor, Parent and Merger Subsidiary or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership corporate veil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Merger Subsidiary against the Guarantors or any Related Person of any GuarantorNon-Recourse Parties, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith herewith, or otherwise (other than including any (a) remedies available pursuant claim to the terms and subject to the conditions of enforce the Equity Commitment Letter Letter), except for its rights under this Limited Guarantee, under the Merger Agreement and under the Confidentiality Agreement. Notwithstanding anything to the contrary contained herein and other than with respect to a claim brought under the Confidentiality Agreement, recourse against the Guarantor under this Limited Guarantee shall be the sole and (b) remedies available exclusive remedy of the Company and all of their respective Affiliates against Parent the Guarantor and any of its respective Affiliates in respect of any liabilities arising under, in connection with, or Merger Sub pursuant to in respect of, the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectivelyAgreement, the “Retained Claims”). The Guaranteed Party Equity Commitment Letter, this Limited Guarantee or the transactions contemplated hereby covenants and agrees that it shall not instituteor thereby, and shallexcept for fraud or willful misconduct.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Related Persons, that: (i) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the sole cash asset of Parent is cash Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in a de minimis amountconnection herewith or therewith, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person person relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, this Limited Guarantee the Equity Financing Commitment of the Guarantors, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Equity Commitment Letter”), any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or herebythe termination or abandonment thereof), other than as expressly set forth herein or in therein, and that no person other than the Equity Commitment LetterGuarantors shall have any liability or obligation hereunder; and (iiiii) it notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at Law or equity or in tort, contract or otherwise) against the Guarantors or any of any Guarantor’s Related Persons (as defined belowor any Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such persons) (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee), in each case, whether by or through any Guarantor, Parent Parent, Merger Sub or otherwiseany other person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantors or any Related Person of any GuarantorGuarantor (or any Related Person of such persons), or otherwise, except for (and, in each case, solely to the extent of) (1) its rights against Parent and Merger Sub solely to the extent expressly provided under the Merger Agreement and solely pursuant to the terms and subject to the conditions thereof and (2) its rights against the Guarantors solely to the extent expressly provided under this Limited Guarantee and solely pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and Retained Claims (as defined belowy) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount). (b) Recourse The recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at lawLaw, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Related Persons against the Guarantors and any of Guarantor’s Related Persons (and any Related Person of such Related Persons), and none of the Guarantors nor any Guarantor’s Related Persons (nor any Related Person of such persons) will have any obligation or liability to any person, in each case, in respect of any breaches, losses losses, damages, liabilities or damages obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof), including in respect of any oral representations made or alleged to be made in connection herewith or therewith. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Related Persons (and any Related Person of such persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (other than or the termination or abandonment thereof), or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Guarantor Related Person (aor any Related Person of such persons), except for (x) remedies available claims of the Guaranteed Party against the Guarantors solely pursuant to the terms and subject to the conditions of this Limited Guarantee and (y) claims of the Guaranteed Party against Parent and Merger Sub solely pursuant to the terms and subject to the conditions of the Equity Commitment Letter Merger Agreement. As used in this Limited Guarantee, the term “Related Person” shall mean, with respect to any person, any former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, equity holder, member, agent, affiliate, assignee, Representative or financing source of any of the foregoing; provided, that the definition of “Related Person” shall exclude the undersigned in respect of its express obligations hereunder and the Confidentiality Agreement, Parent and (b) remedies available against Parent or Merger Sub pursuant to in respect of their respective express obligations under the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallAgreement.

Sole Remedy. (a) The Guaranteed Party Company hereby acknowledges and agrees that: (i) that Parent has no assets as of the sole cash asset of Parent is cash in a de minimis amountdate hereof, and that no additional funds are expected the Company shall not have any right to cause any monies to be contributed to Parent unless and until by any current, former or prospective stockholder, officer, member, director, agent, employee, Affiliate or assignee of the Acceptance Time or the Effective Time;Guarantors. (iib) The Company hereby agrees that no Person other than the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or of, in connection with or relating to this Guaranty and that neither the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, Company nor any other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and Person shall have no any remedy, recourse or right of recovery against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantors Guarantor, or against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of any of any Guarantor’s Related Persons (as defined below)the foregoing, whether through any Guarantor, Parent a Guarantor or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership corporate veil, by or through a claim by or on behalf of Parent against the Guarantors a Guarantor or against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of a Guarantor, Parent or any Related Person of any Guarantortheir respective Affiliates, or otherwise, except for its rights . (c) Recourse by the Company against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Company against the Guarantors and or any of Guarantor’s Related Persons their Affiliates (other than Parent) in respect of any breachesliabilities or obligations arising under, losses or damages in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against either Guarantor or any of its Affiliates (other than Parent), except for claims by the Company against the Guarantors under this Guaranty. Nothing set forth in this Guaranty shall affect or be construed to affect any liability of Parent to the Company or shall confer or give, or shall be construed to confer or give, to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person in respect of or relating to any oral representations made obligation or alleged to be made liability of the Guarantors arising out of, in connection therewith with or relating to this Guaranty. (other than d) Notwithstanding any (a) remedies available pursuant provision hereof or otherwise, including by applicable Law, no obligation or liability contained in, arising out of, in connection with or relating to the terms and subject to the conditions this Guaranty shall be enforceable by way of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallspecific performance.

Sole Remedy. (a) The Guaranteed Party Company hereby acknowledges and agrees that: (i) that neither Parent nor Merger Sub has any assets as of the sole cash asset of Parent is cash in a de minimis amountdate hereof, and that no additional funds are expected the Company shall not have any right to cause any monies to be contributed to Parent unless and until by any current, former or prospective stockholder, officer, member, director, agent, employee, Affiliate or assignee of the Acceptance Time or the Effective Time;Guarantor. (iib) The Company hereby agrees that no Person other than the Guarantors Guarantor shall not have any obligation or liability to any Person relating to, arising out of or of, in connection with or relating to this Guaranty and that neither the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, Company nor any other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and Person shall have no any remedy, recourse or right of recovery against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantors Guarantor, or against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of any of any Guarantor’s Related Persons (as defined below)the foregoing, whether through any Guarantor, Parent the Guarantor or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantors Guarantor or against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantor, Parent or Merger Sub or any Related Person of any Guarantortheir respective Affiliates, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (bc) Recourse by the Company against the Guarantors Guarantor under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all Company against the Guarantor or any of its Affiliates (as defined in the other than Parent or Merger AgreementSub) against the Guarantors and any of Guarantor’s Related Persons in respect of any breachesliabilities or obligations arising under, losses or damages in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect against Guarantor or any of any oral representations made or alleged to be made in connection therewith its Affiliates (other than Parent or Merger Sub), except for claims by the Company against the Guarantor under this Guaranty. Nothing set forth in this Guaranty shall affect or be construed to affect any (a) remedies available pursuant to the terms and subject to the conditions liability of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under Company or shall confer or give, or shall be construed to confer or give, to any Person other than the terms and subject Company (including any Person acting in a representative capacity) any rights or remedies against any Person in respect of or relating to any obligation or liability of the conditions thereof Guarantor arising out of, in connection with or relating to this Guaranty. (clauses (ad) and (b)Notwithstanding any provision hereof or otherwise, collectivelyincluding by applicable Law, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it no obligation or liability contained in, arising out of, in connection with or relating to this Guaranty shall not institute, and shallbe enforceable by way of specific performance.

Sole Remedy. (a) The Guaranteed Party acknowledges Each of the Company and agrees the Xxxxxxxxxx Funds acknowledge and agree that: (i) , as of the sole cash asset date hereof, Parent has no assets, other than its right under the Merger Agreement, the Exchange Agreement and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee or the Equity Undertaking Letter, each of Parent is cash in a de minimis amount, the Company and the Xxxxxxxxxx Funds acknowledge and agree that no additional funds are expected to be contributed to Parent unless the Closing occurs, and until that, except for rights against Parent to the Acceptance Time extent expressly provided in the fourth paragraph of the Equity Undertaking Letter and Section 11.10 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, neither the Company nor the Xxxxxxxxxx Funds shall not have any right to cause any assets to be contributed to Parent by the Guarantor, any Guarantor Affiliate (as defined below) or the Effective Time;any other Person. (iia) the Guarantors The Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or other than pursuant to the Equity Commitment Letter, Undertaking Letter or the transactions contemplated thereby or hereby, other than as expressly set forth herein herein. Each of the Company and the Xxxxxxxxxx Funds further agree that they have no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to any Non-Recourse Parent Party (as defined in the Equity Commitment Undertaking Letter; and (iii) it has no and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons (), all such Non-Recourse Parent Parties being referred to herein collectively as defined below“Guarantor Affiliates”), through any Guarantor, Guarantor or Parent or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of Guarantor or Parent against the Guarantors Guarantor, any Guarantor Affiliates, Parent or any Related Person otherwise in respect of any Guarantorliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (x) its rights against Guarantor under this Limited Guarantee, (y) its third party beneficiary rights under the Guarantors Equity Undertaking Letter and (z) its rights against Parent under, and in accordance with, the terms and conditions of the Merger Agreement and the Exchange Agreement; provided that, in the event Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of such Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to the Commitment (less amounts paid under this Limited Guarantee pursuant prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the terms and subject extent of the unpaid liability of Guarantor hereunder up to the conditions hereof and Retained Claims amount of the Guaranteed Obligations for which Guarantor is liable, as determined in accordance with this Limited Guarantee. Except for any claims referred to in sub-clauses (as defined i)-(v) of Section 4(b) below). (b) Recourse , recourse against the Guarantors Guarantor and any Successor Entity under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party Company and all of its Affiliates (as defined in and Subsidiaries and the Merger Agreement) Xxxxxxxxxx Funds against the Guarantors Guarantor and any of Guarantor’s Related Persons Guarantor Affiliate in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement, the Exchange Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to and such recourse shall be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter limitations described herein and the Confidentiality Agreement, and therein. (b) remedies available against Parent or Merger Sub pursuant to Each of the Merger Agreement under Company and the terms Xxxxxxxxxx Funds hereby covenant and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees agree that it shall not institute, and shallshall cause its Affiliates not to institute, any legal proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Exchange Agreement, this Limited Guarantee, the Equity Undertaking Letter or, in each case, the transactions contemplated hereby or thereby, asserting any liability or obligation against the Guarantor or any Guarantor Affiliate other than (i) liability of the Guarantor and any Successor Entity under this Limited Guarantee for claims by the Company and/or the Xxxxxxxxxx Funds pursuant hereto (subject to the limitations described herein), (ii) liability or obligation of Parent or Sub under the Merger Agreement for claims or demands by the Company and/or the Xxxxxxxxxx Funds pursuant thereto (subject to the limitations described therein), (iii) liability or obligation of Parent or Sub under the Exchange Agreement for claims by the Company and/or the Xxxxxxxxxx Funds pursuant thereto (subject to the limitations described therein), (iv) liability or obligation of Novacap Technologies III, L.P. under the Confidentiality Agreement for claims or demands by the Company pursuant thereto (subject to the limitations described therein) and (v) liability or obligation of Parent under the Equity Undertaking Letter for claims or demands by the Company and/or the Xxxxxxxxxx Funds pursuant hereto. (c) For all purposes of this Limited Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal proceeding, or otherwise asserts in writing a legal claim of any nature relating to the Merger Agreement, the Exchange Agreement, and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Merger Agreement, the Exchange Agreement and the other agreements contemplated hereby.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Related Persons, that: (i) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the sole cash asset of Parent is cash in a de minimis amountMerger Agreement, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time Equity Funding Letter or the Effective Time; (ii) any other Transaction Document, the Guarantors shall not have any obligation or liability Liability to any Person relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, this Limited Guarantee or the Equity Financing Commitment of the Guarantors, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Equity Funding Letter, ”) or any other Transaction Document or the transactions contemplated hereby or thereby (or herebythe termination or abandonment thereof), other than as expressly set forth herein or in therein, and that no Person other than the Equity Commitment LetterGuarantors shall have any Liability hereunder; and (iiiii) it notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at Law or equity or in tort, contract or otherwise) against the Guarantors or any of any Guarantor’s Related Persons (as defined belowor any Related Person of such Persons), and no personal Liability whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such Persons) (including, without limitation, any Liabilities arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Funding Letter or any other Transaction Document or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent, Outerwall Merger Sub or Redbox Merger Sub breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under this Limited Guarantee, the Merger Agreement, the Equity Funding Letter or any other Transaction Document or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee), in each case, whether by or through any Guarantor, Parent Parent, Outerwall Merger Sub, Redbox Merger Sub or otherwiseany other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of Parent Parent, Outerwall Merger Sub or Redbox Merger Sub against the Guarantors or any Related Person of any GuarantorGuarantor (or any Related Person of such Persons), or otherwise, except for (and, in each case, solely to the extent of) (1) its rights against Parent, Oak Merger Sub and Redbox Merger Sub solely as and to the extent specified in, and on the terms and subject to the conditions of, the Merger Agreement and (2) its rights against the Guarantors under solely as and to the extent specified in, and on the terms and subject to the conditions of, this Limited Guarantee Guarantee, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and Retained Claims (as defined belowy) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount). (b) Recourse The recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at lawLaw, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Related Persons against the Guarantors and any of Guarantor’s Related Persons (and any Related Person of such Related Persons), and none of the Guarantors nor any Guarantor’s Related Persons (nor any Related Person of such Persons) will have any Liability to any Person, in each case, in respect of any breaches, losses losses, damages or damages Liabilities arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Funding Letter or any other Transaction Document or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof), including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent herewith or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”)therewith. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shallshall cause its Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Funding Letter or any other Transaction Document or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Guarantor Related Person (or any Related Person of such Persons), except for (x) claims of the Guaranteed Party against the Guarantors solely as and to the extent specified in, and on the terms and subject to the conditions of, this Limited Guarantee and (y) claims of the Guaranteed Party against Parent, Oak Merger Sub and Redbox Merger Sub solely as and to the extent specified in, and on the terms and subject to the conditions of, the Merger Agreement. As used in this Limited Guarantee, the term “Related Person” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, officer, director, employee, investment professional, manager, equity holder, member, agent, Affiliate, assignee, Representative or financing source of any of the foregoing; provided, that the definition of “Related Person” shall exclude each Guarantor in respect of its express obligations hereunder and Parent, Outerwall Merger Sub and Redbox Merger Sub in respect of their respective express obligations under the Merger Agreement.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) agrees, on behalf of itself and on behalf of each of its respective Company Related Parties, that the sole cash asset assets of Parent is and Purchaser are limited to cash in a de minimis amountamount and its rights under, and on the terms, and subject to the conditions, set forth in the Merger Agreement and the Equity Commitment Letter and that no additional funds are expected to be contributed to Parent unless and or Purchaser until the Acceptance Time occurs pursuant to the Merger Agreement. The Guaranteed Party further acknowledges and agrees, on behalf of itself and the Company Related Parties, that no Person (other than each Guarantor on the terms, and subject to the conditions, set forth herein) has any obligations hereunder and that, notwithstanding that any Guarantor may be a limited partnership, limited liability company, exempt company or similar entity or anything to the Effective Time; (ii) contrary herein or in any other Transaction Document, the Guarantors shall not Guaranteed Party and the Company Related Parties have any obligation no remedy, recourse or liability to any Person relating right of recovery under, or otherwise related to, arising out of or in connection with this Limited Guaranty, the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, the other Transaction Documents or the transactions contemplated hereby or thereby against, or herebycontribution from, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons (as defined below)Guarantor Affiliate, through any GuarantorGuarantor or Parent, Parent Purchaser or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent any Guarantor or Purchaser against the Guarantors any Guarantor or any Related Person of any GuarantorGuarantor Affiliate, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below)hereinafter defined) against the party(ies) with respect to which such claims are Retained Claims. (b) Recourse against the Guarantors under So long as this Limited Guarantee shall be the sole and exclusive remedy (whether at law, Guaranty is in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection witheffect, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallshall cause each of the Company Related Parties not to institute, directly or indirectly, any Legal Proceeding or bring any other claim under, in connection with or otherwise related to this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter, the other Transaction Documents or the transactions contemplated hereby or thereby against any Guarantor or any Guarantor Affiliate, except for the Retained Claims against the party(ies) with respect to which such claims are Retained Claims. (c) Recourse hereunder by the Guaranteed Party against a Guarantor under, and in accordance with the terms of this Limited Guaranty and recourse for the Retained Claims against the party(ies) with respect to which such claims are Retained Claims, in each case, subject to the Cap (as applicable), and any other conditions or other limitations described in the Merger Agreement, this Limited Guaranty and the other Transaction Documents, shall be the sole and exclusive remedy of the Guaranteed Party and the Company Related Parties against Parent, Purchaser and any Guarantor and any Guarantor Affiliate in respect of any claims, liabilities losses or obligations arising under, or otherwise relating to, this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter, the other Transaction Documents or the transactions contemplated hereby or thereby and shall be without duplication from one to the other and the Guaranteed Party, on behalf of itself and on behalf of each Company Related Party, hereby irrevocably and unconditionally waives any and all other remedies to which it or any other Company Related Party might otherwise be entitled to pursue against, and covenants not to bring any claim against in connection therewith, Guarantor, Parent, Purchaser and any other Guarantor Affiliates. Notwithstanding anything herein to the contrary, the Guarantor Affiliates are intended third party beneficiaries of this Section 4(c).

Sole Remedy. (a) Section 3.01 The Guaranteed Party Company hereby acknowledges and agrees that: (i) that Parent has no assets as of the sole cash asset of Parent is cash in a de minimis amountdate hereof, and that no additional funds are expected the Company shall not have any right to cause any monies to be contributed to Parent unless and until by any current, former or prospective stockholder, officer, member, director, agent, employee, Affiliate or assignee of the Acceptance Time or the Effective Time;Guarantors. (ii) Section 3.02 The Company hereby agrees that no Person other than the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or of, in connection with or relating to this Guaranty and that neither the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, Company nor any other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and Person shall have no any remedy, recourse or right of recovery against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantors Guarantor, or against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of any of any Guarantor’s Related Persons (as defined below)the foregoing, whether through any Guarantor, Parent a Guarantor or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership corporate veil, by or through a claim by or on behalf of Parent against the Guarantors a Guarantor or against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of a Guarantor, Parent or any Related Person of any Guarantortheir respective Affiliates, or otherwise, except for its rights . Section 3.03 Recourse by the Company against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Company against the Guarantors and or any of Guarantor’s Related Persons their Affiliates (other than Parent) in respect of any breachesliabilities or obligations arising under, losses or damages in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against either Guarantor or any of its Affiliates (other than Parent), except for claims by the Company against the Guarantors under this Guaranty. Nothing set forth in this Guaranty shall affect or be construed to affect any liability of Parent to the Company or shall confer or give, or shall be construed to confer or give, to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person in respect of or relating to any oral representations made obligation or alleged to be made liability of the Guarantors arising out of, in connection therewith (other than with or relating to this Guaranty. Section 3.04 Notwithstanding any (a) remedies available pursuant provision hereof or otherwise, including by applicable Law, no obligation or liability contained in, arising out of, in connection with or relating to the terms and subject to the conditions this Guaranty shall be enforceable by way of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallspecific performance.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: No Person other than the Guarantor has any obligations under this Guaranty and, with respect to this Guaranty, neither the Beneficiary nor any of the Selling Parties have any remedy, recourse or right of recovery against, or contribution from any other Person, including (i) any Subsidiary or Affiliate of the sole cash asset of Parent is cash in a de minimis amountGuarantor, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) any officer, equityholder, director, employee, agent, controlling person or assignee of the Guarantors shall not have Guarantor or of any obligation Subsidiary or liability to any Person relating to, arising out Affiliate of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment LetterGuarantor, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right any lender or prospective lender, lead arranger, arranger, agent, broker, underwriter or representative of recovery against or to the Guarantors Guarantor or any of any Guarantor’s Buyer (collectively, the “Buyer Related Persons (as defined belowParties”), whether through any Guarantor, Parent the Guarantor or Buyer or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable claim, action lawsuit or proceeding, by virtue of any Law, by or through a claim by or on behalf of Parent the Guarantor or Buyer against the Guarantors Guarantor or any Buyer Related Person of any GuarantorParty, or otherwise, except for its rights against the Guarantors Guarantor under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below)Guaranty. (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party Beneficiary hereby covenants and agrees that it shall not institute, directly or indirectly, any claim, action, lawsuit or proceeding arising under, or in connection with, this Guaranty, against the Guarantor or any Buyer Related Party except for claims by the Beneficiary against the Guarantor under and shallin accordance with this Guaranty (the “Retained Guaranty Claims”). (c) Recourse against the Guarantor solely with respect to the Retained Guaranty Claims shall be the sole and exclusive remedy of the Beneficiary and Selling Parties against the Guarantor or any Buyer Related Party in respect of any liabilities or obligations arising under, or in connection with this Guaranty (including in respect on any representations made or alleged to be made in connection with this Guaranty), and such recourse shall be subject to the other limitations described herein and therein. (d) Notwithstanding the foregoing, in the event the Guarantor consolidates with or merges with any Person and is not the continuing or surviving entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, the Beneficiary may seek recourse with respect to the Retained Guaranty Claims that would otherwise be available to the Beneficiary if such consolidation or merger or transfer or conveyance had not occurred, against such continuing or surviving entity or such Person, as the case may be, but only to the extent of any remaining Guaranteed Obligations, as determined in accordance with this Guaranty.

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: (i) that Parent does not have any assets, other than its rights under the sole cash asset of Parent is cash in a de minimis amountMerger Agreement, the Debt Commitment Letter and the Equity Commitment Letter, and that no additional funds are expected to be contributed to Parent unless and until the Offer Acceptance Time or and the Effective Time; (ii) Closing occur, and that, except for rights against Parent to the Guarantors extent expressly provided in Section 7 of the Equity Commitment Letter and Sections 8.5 and 9.13 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any obligation right to cause any assets to be contributed to Parent by any Guarantor, any Guarantor Affiliate (as hereinafter below) or liability to any other Person. (b) The Company further agrees and acknowledges that no Person relating toother than the Guarantors has any obligations hereunder and that, arising out notwithstanding that the Guarantors may be limited partnerships, the Company does not have any remedy, recourse or right of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letterrecovery against, or the transactions contemplated thereby contribution from, (i) any former, current or herebyfuture direct or indirect general or limited partner, other than as expressly set forth herein stockholder, holder of any equity, partnership or in the Equity Commitment Letter; and limited liability company interest, officer, member, manager, director, employee, agent, attorney, controlling Person, assignee or affiliate of any Guarantor, (ii) Parent or Merger Sub, (iii) it has no and shall have no right any Lender or prospective lender, lead arranger, arranger, agent or representative of recovery against the Guarantors or to Parent or Merger Sub or (iv) any former, current or future direct or indirect general or limited partner, stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employee, agent, attorney, controlling Person, assignee or affiliate of any of the foregoing (other than Parent, Merger Sub and any Guarantor’s Related of the Guarantors) (those Persons and entities described in the foregoing clauses (i) through (iv) being referred to herein collectively as defined below“Guarantor Affiliates”), through any Guarantor, Parent Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of any Guarantor, Parent or Merger Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for the Retained Claims (as defined below); provided, however, that in the event any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all of such Guarantor’s remaining net assets plus uncalled capital commitment is less than such Guarantor’s Pro Rata Percentage (as defined below) of the Parent Termination Fee, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability hereunder up to the applicable Pro Rata Percentage of the Guaranteed Obligation for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. As used herein, unless otherwise specified, the term Guarantor shall include such Guarantor’s Successor Entity. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause each of its Subsidiaries, Affiliates and their respective Representatives not to institute, directly or indirectly, any Action or bring any claim arising under, or in connection with, this Limited Guarantee, the Offer, the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter or the transactions contemplated hereby or thereby, against any Guarantor or any Guarantor Affiliate except for (i) claims by the Company against any Guarantor or any of its permitted assigns or any Successor Entity under, in accordance with and subject to all limitations of this Limited Guarantee (the “Retained Guaranty Claims”), (ii) claims by the Company against Parent under and in accordance with and subject to all limitations set forth in the Merger Agreement (the “Retained Merger Agreement Claims”), (iii) with respect to the Confidentiality Agreement, dated May 21, 2020, between the Company and Madison Dearborn Partners, LLC, on behalf of its Fund VIII private equity funds (“MDP”) (the “NDA”), claims by the Company against MDP under and in accordance with the NDA (the “Retained NDA Claims”) or (iv) to the extent (but only to the extent) the Company is expressly entitled to enforce the Equity Commitment Letter in accordance with Section 7 of the Equity Commitment Letter and Section 9.13 of the Merger Agreement, and subject to all of the terms, conditions and limitations herein and therein, claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms (the “Retained Equity Commitment Claims” and together with the Retained Guaranty Claims, the Retained Merger Agreement Claims and the Retained NDA Claims, the “Retained Claims”). For the avoidance of doubt, nothing herein shall be deemed or construed to constitute a waiver or release of any Retained Claims. (d) Recourse (i) against each Guarantor, as applicable, solely with respect to the Retained Guaranty Claims, (ii) against Parent with respect to the Retained Merger Agreement Claims, (iii) against MDP solely with respect to the Retained NDA Claims and (iv) against Parent and the Investors (as defined in the Equity Commitment Letter) with respect to the Retained Equity Commitment Claims, shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate in respect of any liabilities or obligations arising under, or in connection with, the Offer, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter and the NDA or the transactions contemplated thereby and hereby, and such recourse shall be subject to the limitations described herein and therein. (e) By its acceptance of this Limited Guarantee, to the maximum extent permitted by Law (and subject only to the specific contractual provisions of this Limited Guarantee), the Company, on its own behalf and, on behalf of each of the Company Related Parties (collectively, the “Releasing Persons”) hereby waives each and every right of recovery against each Guarantor and each Guarantor Affiliate under or in connection with or related to this Limited Guarantee, the Offer, the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter or the transactions contemplated hereby or thereby or otherwise relating thereto and hereby releases each Guarantor Affiliate from and with respect to any claim, known or unknown, now existing or hereafter arising, in connection with this Limited Guarantee, the Offer, the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter or the transactions contemplated hereby or thereby or otherwise relating thereto, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership partnership) veil, by or through a claim by or on behalf of Parent against the Guarantors or any Related Person of any Guarantor, Parent, Merger Sub or otherwise, except for its rights any other Person against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising underGuarantor Affiliate, or in connection with, the Merger Agreement otherwise under any theory of law or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith equity (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Released Claims”). The Guaranteed Party hereby covenants and agrees ; provided that it the foregoing shall not institutelimit, and shallthe Released Claims shall not include, any of the Retained Claims.

Sole Remedy. (a) The Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and agrees that: (i) that the sole cash asset of Parent is and Xxxxxx Sub have no assets other than certain contract rights and cash in a de minimis amount, amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Acceptance Time Closing occurs under the Merger Agreement. Notwithstanding anything that may be expressed or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating toimplied in this Limited Guaranty, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Support Agreements, the Equity Commitment Letters, the Debt Commitment Letter, the Other Guaranties or any document or instrument delivered in connection herewith or therewith, by its acceptance of the transactions contemplated thereby or herebybenefits of this Limited Guaranty, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and Guaranteed Party further agrees that none of the Guaranteed Party Related Persons shall have no any right of recovery against against, and no personal liability shall attach to, (A) the Guarantors Guarantor or (B) any Affiliate of the Guarantor, or any former, current or future direct or indirect director, officer, employee, agent, manager, incorporator, attorney, advisor or other Representative of the Guarantor or of any Guarantor’s Related Persons Affiliate of the Guarantor (as defined belowincluding any person negotiating or executing this Limited Guaranty on behalf of such a party), through any Guarantorformer, Parent current or future, direct or indirect holder of any equity interests or securities of the Guarantor or of any Affiliate of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), or any former, current or future director, officer, employee, agent, incorporator, attorney, general or limited partner, manager, member, equityholder, stockholder, Affiliate, controlling person, advisor or other representative, successor or assignee of any of the foregoing (each such person set forth in the foregoing clause (B), a “Related Person”) whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantors Guarantor or any Related Person of any Guarantor, or otherwisePerson, except for any claim against (i) Xxxxxx and Merger Sub and their respective successors and assigns under and to the extent expressly provided for in the Merger Agreement, (ii) the Guarantor and its rights against successors and assigns under and to the Guarantors under extent expressly provided in this Limited Guarantee Guaranty and any Other Guarantor and its successors and assigns pursuant to and to the extent expressly provided in the applicable Other Guaranty (in each case, subject to the Maximum Amount and the Guaranteed Obligations set forth in this Limited Guaranty or such Other Guaranty and the other limitations described herein or therein), (iii) any Investor (as defined in the applicable Support Agreement) and its successors and assigns pursuant to the terms and subject Guaranteed Party’s third party beneficiary rights to the conditions hereof extent expressly set forth in the applicable Support Agreement, and Retained Claims (iv) any Sponsor (as defined belowin the applicable Equity Commitment Letter) and its successor and assigns pursuant to the Company Third Party Beneficiary Rights (as defined in the applicable Equity Commitment Letter). , in each case pursuant to and in accordance with the terms thereof (bthe rights and claims described under (i) Recourse against to (iv), collectively, the Guarantors under this Limited Guarantee “Retained Claims”). The Retained Claims shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all its subsidiaries, any of their respective Affiliates and the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, members, managers, general or limited partners, and assignees of each of the Guaranteed Party, its subsidiaries, and any of their Affiliates (as defined in the Merger Agreement“Guaranteed Party Related Persons”) against the Guarantors Guarantor and any of Guarantor’s Related Persons Person in respect of any breachesmatters, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement Agreement, this Limited Guaranty, the Other Guaranties, the Equity Commitment Letters, the Support Agreements or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith hereby and thereby (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained ClaimsTransactional Matters”), including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shallshall cause each of the Guaranteed Party’s controlled Affiliates and agents duly authorized to act on the Guaranteed Party’s or its controlled Affiliates’ behalf, not to institute, any proceeding or bring any other claim arising under, or in connection with, the Transactional Matters (including any liabilities or obligations arising under, or in connection with, the Merger Agreement, this Limited Guaranty, the Other Guaranties, the Equity Commitment Letters, the Support Agreements, or the transactions contemplated hereby and thereby) against the Guarantor or any Related Person, other than with respect to the Retained Claims. Nothing set forth in this Limited Guaranty shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a Representative capacity) any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: (i) that the sole cash asset of each of Parent and Sub is cash in a de minimis amount, amount and that no additional funds are expected to be contributed to Parent or Sub unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) Closing occurs. The Company further agrees that it has no and shall have no right of recovery against the Guarantors Guarantor or any of any Guarantor’s Related Persons current or future stockholders, holders of any equity or partnership interest, employees, agents or Affiliates (as defined belowother than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through any Guarantor, Parent or Sub or otherwise, whether by or through attempted piercing of the corporate, limited liability company corporate veil or limited partnership veilsimilar action, by or through a claim by or on behalf of Parent or Sub against the Guarantors Guarantor or any Related Person of any GuarantorGuarantor Affiliate, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant Guaranty provided, however, that in the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the terms and subject extent of the unpaid liability of the Guarantor hereunder up to the conditions hereof and Retained Claims (as defined below). (b) Maximum Amount. Recourse against the Guarantors Guarantor under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party Company and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors Guarantor and any of Guarantor’s Related Persons Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any breachesliabilities or obligations arising under, losses or damages in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of against the Guarantor or any oral representations made or alleged to be made in connection therewith Guarantor Affiliate (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant for non-monetary damages) except for claims against the Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Merger Agreement under Company or shall confer or give or shall be construed to confer or give to any Person other than the terms and subject to Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallGuarantor as expressly set forth herein.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) herein. The Company further agrees that it has no and shall have no right of recovery against against, and no personal liability shall attach to, any former, current or future, direct or indirect director, officer, employee, agent or affiliates of the Guarantors or any of any Guarantor’s Related Persons (as defined below), through any Guarantor, Parent or Merger Sub, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of the Guarantor, Parent or Merger Sub or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate, controlling person, representative or assignee of any of the foregoing, through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantors stockholders or any Related Person affiliates of any the Guarantor, Parent or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort Merger Sub or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons otherwise in respect of any breachesliabilities or obligations relating to, losses arising out of or damages arising in connection with, the Merger Agreement and the transactions contemplated thereby, except for the Company’s rights against the Guarantor, its successors or permitted assigns under, or in connection with, this Limited Guarantee, the Confidentiality Agreement or the transactions contemplated hereby or thereby, the Company’s third party beneficiary rights under the Carveout Transaction Agreement and the transactions contemplated thereby, and against Parent or Merger Sub or their respective successors and assigns under, or in connection with, the Confidentiality Agreement or the Merger Agreement or the transactions contemplated thereby. In the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount (less amounts paid under this Limited Guarantee prior to such event), including then, and in respect each such case, the Company may seek recourse, whether by the enforcement of any oral representations made judgment or alleged to be made assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person (in connection therewith (other than any (a) remedies available pursuant either case, a “Successor Entity”), as the case may be, but only to the terms and subject to the conditions extent of the Equity Commitment Letter and the Confidentiality Agreement, and liability of such Guarantor hereunder. (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party Company hereby covenants and agrees that it shall not institute, and shallshall cause its respective affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Carveout Transaction Agreement or, in each case, the transactions contemplated thereby, against the Guarantor or any of its affiliates except for (i) claims by the Company against the Guarantor, its successors or permitted assigns (including any Successor Entity) under and in accordance with this Limited Guarantee, (ii) claims by the Company against Parent or Merger Sub or their respective successors or assigns under and in accordance with the Merger Agreement or the Confidentiality Agreement and (iii) to the extent (but only to the extent) the Company is expressly entitled under the Carveout Transaction Agreement or the Merger Agreement to enforce or cause Parent to enforce the Carveout Transaction Agreement in accordance with the terms thereof, claims by the Company against the Guarantor seeking to enforce the Carveout Transaction Agreement or against Parent seeking to cause Parent to enforce the Carveout Transaction Agreement in accordance with its terms, and the Company hereby, on behalf of itself and its affiliates, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Carveout Transaction Agreement or, in each case, the transactions contemplated thereby against the Guarantor or any of its affiliates and releases such Persons from such claims, in each case, except for claims expressly described in the preceding clauses (i), (ii) and (iii). Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Company.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Related Persons, that: (i) the sole cash asset of Parent BidCo is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent BidCo unless and until the Acceptance Time Effective Date occurs in accordance with the terms and conditions of the Acquisition Agreement, and that, without limiting the rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to BidCo by the Guarantors, any of the Guarantors’ Related Persons (as defined below) or the Effective Timeany other Person; (ii) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, the Guarantors shall not have any liability or obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreementwith, this Limited Guarantee or Guarantee, the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or herebythe termination or abandonment thereof), other than as expressly set forth herein or in therein, and that no Person other than the Equity Commitment LetterGuarantors shall have any liability or obligation hereunder; and (iii) it notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at Law or equity or in tort, contract or otherwise) against the Guarantors or any of any Guarantor’s Related Persons (as defined belowor any Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such Persons) (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event BidCo breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under this Limited Guarantee, the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee), in each case, whether by or through any Guarantor, Parent BidCo or otherwiseany other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of Parent BidCo against the Guarantors or any Related Person of any GuarantorGuarantor (or any Related Person of such Persons), or otherwise, except for (and, in each case, solely to the extent of) its rights against the Guarantors expressly provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and Retained Claims (as defined belowy) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount). (b) Recourse The recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at lawLaw, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Related Persons against the Guarantors and any of Guarantor’s Related Persons (and any Related Person of such Related Persons), and none of the Guarantors nor any Guarantor’s Related Persons (nor any Related Person of such Persons) will have any liability or obligation to any Person, in each case, in respect of any breaches, losses losses, damages, liabilities or damages obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, including in respect of any oral representations made or alleged to be made in connection herewith or therewith. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (other than or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Guarantor’s Related Person (a) remedies available or any Related Person of such Persons), except for claims of the Guaranteed Party against the Guarantors solely pursuant to the terms and subject to the conditions of this Limited Guarantee. As used in this Limited Guarantee, the Equity Commitment Letter term “Related Person” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, affiliate, assignee, representative or financing source of any of the foregoing; provided, that the definition of “Related Person” shall exclude the undersigned in respect of its express obligations hereunder and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement BidCo in respect of its express obligations under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallAcquisition Agreement.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Related Persons, that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time Closing occurs in accordance with the terms and conditions of the Merger Agreement, and that, without limiting the rights of the Guaranteed Party under this Limited Guarantee or the Effective TimeMerger Agreement, prior to the valid termination of the Merger Agreement, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent by the Guarantors, any of the Guarantor’s Related Persons (as defined below) or any other Person; (ii) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Merger Agreement, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or herebythe termination or abandonment thereof), other than as expressly set forth herein or in therein, and that no Person other than the Equity Commitment LetterGuarantors shall have any liability or obligation under this Limited Guarantee; and (iii) it notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at law or equity or in tort, contract or otherwise) against the Guarantors or any of any Guarantor’s Related Persons (as defined below)or any Related Person of such Persons, for the avoidance of doubt, excluding the Guarantors) under this Limited Guarantee, and no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such Persons, for the avoidance of doubt, excluding the Guarantors) under this Limited Guarantee, in each case, whether by or through any Guarantor, Parent or otherwiseany other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent against any Related Person of any Guarantor (or any Related Person of such Persons, for the avoidance of doubt, excluding the Guarantors), and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages hereunder of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor, Guarantor (or otherwise, except for its rights against the Guarantors under this Limited Guarantee any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and Retained Claims (as defined belowy) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount). (b) Recourse The recourse against the Guarantors expressly provided for under this Limited Guarantee shall be the sole and exclusive remedy hereunder (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Related Persons against the Guarantors and any of Guarantor’s Related Persons (and any Related Person of such Related Persons), and none of the Guarantors nor any Guarantor’s Related Persons (nor any Related Person of such Persons) will have any obligation or liability to any Person, in each case, in respect of any breaches, losses losses, damages, liabilities or damages obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent herewith or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”)therewith. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shallshall cause its Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Merger Agreement, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Guarantor Related Person (or any Related Person of such Persons). As used in this Limited Guarantee, the term “Related Person” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, affiliate, assignee, representative or financing source of any of the foregoing or any of their respective successors or assigns. Notwithstanding anything to the contrary, this Section 3 shall not limit (i) the rights of the Guaranteed Party to enforce this Limited Guarantee against the Guarantors in accordance with and subject to the terms and conditions of this Limited Guarantee, (ii) any rights and remedies under the Confidentiality Agreement as provided therein, (iii) any proceeding or claim against Parent, Merger Sub or, following Closing, the Surviving Company, and (iv) any rights and remedies under the BBAM Agreement, the Voting Agreement, or the Assignment and Assumption Agreement as provided therein (the proceedings, rights, remedies and claims in clauses (i) through (iv), “Permitted Claims”).

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) If this Agreement is terminated pursuant to Section 8.1, the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guarantee with respect thereto and receive the Parent Termination Fee from Guarantor), the Reimbursement Obligations and the Company’s right to seek specific performance pursuant to Section 9.8 will be the sole cash asset and exclusive remedies of the Company and the Company Related Parties against (A) Parent, Merger Sub or the Financing Sources; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent, Merger Sub or the Financing Sources), members, managers, general or limited partners, shareholders and successors, heirs and assignees of each of Parent, Merger Sub and Guarantor (collectively, the “Parent is cash Related Parties”), the Debt Financing Sources and the Debt Financing Sources Related Parties in a de minimis amountrespect of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Guarantee) and the transactions contemplated hereby and thereby, and that no additional funds are expected upon payment of such amounts (which recourse shall be sought solely against Parent and Merger Sub and subject to be contributed to Parent unless and until the Acceptance Time limitations set forth herein (or the Effective Time; (ii) Guarantor in accordance with, and subject to the Guarantors shall not limitations set forth in, the Guarantee and Equity Commitment Letter)), none of the Parent Related Parties, the Debt Financing Sources and the Debt Financing Sources Related Parties will have any further liability or obligation to the Company or liability the Company Related Parties relating to any Person relating to, or arising out of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, Section 8.2, Section 8.3(a), Section 8.3(e), and Section 8.1(f), and the Guarantor will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Guarantee), and neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub, any other Parent Related Party, any Debt Financing Sources or any of the Debt Financing Sources Related Parties arising out of, related to or otherwise in connection with this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the Merger transactions contemplated by this Agreement, the failure of the Closing to be consummated or the Financing Letters and the financings contemplated therein, including the Debt Financing and the financing of the Equity Financing (and the abandonment or termination thereof). Notwithstanding the foregoing, this Limited Section 8.3(f)(i) will not relieve Parent, Merger Sub or Guarantor from liability (1) for any Willful and Material Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement; provided that, under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates (including the Guarantor) for breaches under this Agreement, the Guarantee or the Equity Commitment LetterLetter exceed an amount equal to $91,800,000 plus the Reimbursement Obligations and any obligations under Section 8.3(e) in the aggregate for all such breaches (taking into account, for the avoidance of doubt, any payment of the Parent Termination Fee, the Reimbursement Obligations and/or any obligations under Section 8.3(e)) and in no event shall the Company or the transactions contemplated thereby or herebyany Company Related Party seek to recover any money damages in excess of such amount. If this Agreement is terminated pursuant to Section 8.1, other than as expressly set forth herein the remedies described in this Section 8.3(f)(i), no Parent Related Party, Debt Financing Sources or in the Equity Commitment Letter; and (iii) it has no and Debt Financing Sources Related Parties shall have no right of recovery against the Guarantors any further liability or any of any Guarantor’s Related Persons obligation (as defined below)whether in tort, through any Guarantor, Parent contract or otherwise), whether by or through attempted piercing of the corporate, corporate (or limited liability company or limited partnership partnership) veil, by or through a claim by or on behalf of Parent against the Guarantors Guarantor or any other Parent Related Person of any Guarantor, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection withParty, the Merger Agreement Debt Financing Sources or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter Debt Financing Sources Related Parties and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby Company covenants and agrees that it shall not institute, and shallshall cause its directors, officers and Subsidiaries and direct its other Representatives, Affiliates and other Company Related Parties not to institute, a Legal Proceeding to seek recourse for such further liability or obligation. (ii) If this Agreement is terminated pursuant to Section 8.1, Parent’s receipt of the Company Termination Fee and Parent’s right to specific performance pursuant to Section 9.8, will be the sole and exclusive remedies of Parent and Merger Sub and each of their respective Affiliates against (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (collectively, the “Company Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of such amount, none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2, Section 8.3(a), Section 8.3(e) and Section 8.1(f), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(ii) will not relieve the Company from liability for any Willful and Material Breach of this Agreement (except as further set forth in the immediately following proviso); provided that, (x) under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement exceed an amount equal to $91,800,000 plus any obligations under Section 8.3(e) in the aggregate for all such breaches (taking into account, for the avoidance of doubt, any payment of the Company Termination Fee and/or any obligations under Section 8.3(e)) and (y) in the event the Company pays the Company Termination Fee (or an aggregate dollar amount equal to the Company Termination Fee, whether or not such amount is identified as the “Company Termination Fee”) to Parent, and Parent accepts such fee or does not return it to the Company within two (2) Business Days of Parent’s receipt thereof, the Parent Related Parties shall have no further rights or remedies whatsoever against any of the Company Related Parties, including any claims for monetary damages of any kind or nature whatsoever, whether or not arising as a result of or in connection with any Willful and Material Breach and whether sounding, in contract, tort, at law or in equity, or based on any other legal theory or argument. If this Agreement is terminated pursuant to Section 8.1, other than the remedies described in this Section 8.3(f)(ii), the Company shall have no further liability or obligation, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim against any other Company Related Party, and Parent and Merger Sub covenants and agrees that it shall not institute, and shall cause its directors, officers and Subsidiaries and direct its other Representatives, Affiliates and other Parent Related Parties not to institute, a Legal Proceeding to seek recourse for such further liability or obligation.

Sole Remedy. (a) The Guaranteed Party Company agrees and acknowledges that no Person other than the Guarantors has any obligations hereunder and agrees that: , notwithstanding that the Guarantors are limited partnerships, the Company has no remedy, recourse or right of recovery under this Limited Guaranty against, or contribution from, (i) any former, current or future general or limited partners, members, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents, controlling persons, assignee or Affiliates of either of the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time Guarantors or the Effective Time; (ii) any former, current or future general or limited partners, members, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents, controlling persons, assignee or Affiliates of the Guarantors foregoing (collectively, the “Guarantor Affiliates”; it being understood that the term Guarantor Affiliates shall not have any obligation include the Guarantors, Parent or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons (as defined belowSub), through any Guarantorthe Guarantors, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of the Guarantors, Parent or Merger Sub against the Guarantors or any Related Person of any GuarantorGuarantor Affiliate, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below)Guaranty. (b) Recourse against the Guarantors under So long as this Limited Guarantee shall be the sole and exclusive remedy (whether at law, Guaranty is in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection witheffect, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party Company hereby covenants and agrees that it shall not institute, and shallshall cause each of its Affiliates not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, this Limited Guaranty against the Guarantors or any Guarantor Affiliate, except for claims by the Company against the Guarantors under and in accordance with this Limited Guaranty (the “Retained Guaranty Claims”). For purposes of clarity, the parties agree and acknowledge that the rights of the Company to bring claims against Parent and Merger Sub under the Merger Agreement or against the Guarantors as third party beneficiaries of the Financing Commitment shall not be expanded, impaired or limited in any way by this Limited Guaranty.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) the sole cash asset assets of Parent is Purchaser A are cash in a de minimis amountamount (if any), and that no additional funds are expected to be contributed to Parent Purchaser A unless and until the Acceptance Time or the Effective TimeClosing occurs; (ii) that the Guaranteed Party is bound by and shall comply with the applicable terms and conditions of Sections 2, 3, 6 and 6 of the Equity Commitment Letter, dated as of the date hereof, by and between Purchaser A and the Guarantors (the “Equity Commitment Letter”); (iii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Purchase Agreement, this Limited Guarantee or Guarantee, the Equity Commitment Letter, Letter or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iiiiv) notwithstanding anything to the contrary in this Limited Guarantee, the Equity Commitment Letter, the Purchase Agreement or otherwise, it has no and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons of the Non-Recourse Parties (as defined belowin the Equity Commitment Letter), through any Guarantor, Parent Purchaser A or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent Purchaser A against the Guarantors or any Related Person of any Guarantorthe Non-Recourse Parties, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and except for the Retained Claims (as defined belowin the Equity Commitment Letter). (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Non-Recourse Parties against the Guarantors and any of Guarantor’s Related Persons their respective Non-Recourse Parties in respect of any breaches, losses Losses or other damages relating to, arising under, out of or in connection with, the Merger Purchase Agreement or the transactions contemplated thereby, including xxxxxxxxx in respect of any oral representations made or alleged to be made in connection therewith, other than any Retained Claims (as defined in the Equity Commitment Letter). The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, and shall cause its Non-Recourse Party not to institute, any Proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) relating to, arising out of or in connection with, the Purchase Agreement, the Equity Commitment Letter or the transactions contemplated by the Purchase Agreement or the Equity Commitment Letter, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, against any Guarantor or its Non-Recourse Parties, except for claims of the Guaranteed Party against the Guarantors under this Limited Guarantee and Retained Claims (other than any (a) remedies available pursuant to the terms and subject to the conditions of as defined in the Equity Commitment Letter and the Confidentiality Agreement, and Letter). (bc) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby further covenants and agrees that it shall not have the right to recover, and shall not recover, and shall not institute, directly or indirectly, and shallshall cause its Non-Recourse Parties not to institute, any Proceeding or bring any other claim to recover, more than the Maximum Aggregate Amount in respect of any liabilities or obligations of the Guarantors, their permitted assigns or Purchaser A, or the applicable Maximum Guarantor Amount from each Guarantor and its permitted assigns in respect of any liabilities or obligations of the Guarantors, their permitted assigns or Purchaser A, relating to, arising out of or in connection with the Purchase Agreement, this Limited Guarantee or the transactions contemplated thereby or hereby, and the Guaranteed Party shall promptly return all monies paid to it or its Non-Recourse Parties in excess of the Maximum Aggregate Amount or applicable Maximum Guarantor Amount. (d) Nothing set forth in this Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, xxxxxxxxx the Guarantors, except as expressly and specifically set forth herein. The Guaranteed Party acknowledges that each Guarantor is agreeing to enter into this Limited Guarantee in reliance on the xxxxxxxxxx set forth in this Section ‎3. This Section ‎3 shall survive termination of this Limited Guarantee in perpetuity.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) that the sole cash asset of Parent is cash in a de minimis amount, amount and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) Offer Closing occurs. The Guaranteed Party further agrees that it has no and shall have no right of recovery against against: the Guarantors Guarantor; any former, current or future, direct or indirect director, officer, employee, agent, representative, advisor or affiliate of the Guarantor; any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise); any former, current or future assignee of the Guarantor; or any former, current or future director, officer, employee, agent, representative, advisor, affiliate, general or limited partner, manager, member, stockholder or assignee of any Guarantor’s of the foregoing (each such person or entity, a “Related Persons (as defined below), Person”) through any Guarantor, Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantors Guarantor or any Related Person of any GuarantorPerson, or otherwise, except for the following (“Related Claims”) (i) its rights against the Guarantors Guarantor under this Limited Guarantee pursuant Guaranty, (ii) claims in respect of the Confidentiality Agreement or its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter, (iii) claims by the Guaranteed Party against Parent or Acquisition Sub under and in accordance with the Merger Agreement, or (iv) claims against Parent seeking to cause Parent to enforce the terms Equity Commitment Letter and subject to the conditions hereof and Retained Claims (v) claims against Investor (as defined below). in the Equity Commitment Letter) directly seeking to cause Sponsor to fund under the Equity Commitment Letter, in each case, in accordance with and to the extent (bbut only to the extent) permitted by Section 9.9 of the Merger Agreement. Recourse against the Guarantors Guarantor under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) affiliates against the Guarantors Guarantor and any of Guarantor’s Related Persons Person in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebyTransactions, including except for claims in respect of any oral representations made the Confidentiality Agreement or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions Guaranteed Party’s rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained any other Related Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallshall cause its affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions or the Equity Commitment Letter or the transactions contemplated thereby, against the Guarantor or any Related Person (other than against Parent or Acquisition Sub) except for claims of the Guaranteed Party against the Guarantor under this Limited Guaranty, claims in respect of the Confidentiality Agreement or claims pursuant to its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. Nothing set forth in this Limited Guaranty shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party any rights or remedies under this Limited Guaranty.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) that the sole cash asset of Parent is cash in a de minimis amount, amount and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) Offer Closing occurs. The Guaranteed Party further agrees that it has no and shall have no right of recovery against against: the Guarantors Guarantor; any former, current or future, direct or indirect director, officer, employee, agent, representative, advisor or affiliate of the Guarantor; any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise); any former, current or future assignee of the Guarantor; or any former, current or future director, officer, employee, agent, representative, advisor, affiliate, general or limited partner, manager, member, stockholder or assignee of any Guarantor’s of the foregoing (each such person or entity, a “Related Persons (as defined below), Person”) through any Guarantor, Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantors Guarantor or any Related Person of any GuarantorPerson, or otherwise, except for the following (“Related Claims”) (i) its rights against the Guarantors Guarantor under this Limited Guarantee pursuant Guaranty, (ii) claims in respect of the Confidentiality Agreement or its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter, (iii) claims by the Guaranteed Party against Parent or Acquisition Sub under and in accordance with the Merger Agreement, or (iv) claims against Parent seeking to cause Parent to enforce the terms Equity Commitment Letter and subject to the conditions hereof and Retained Claims (v) claims against Investor (as defined below). in the Equity Commitment Letter) directly seeking to cause Sponsor to fund under the Equity Commitment Letter, in each case, in accordance with and to the extent (bbut only to the extent) permitted by Section 9.9 of the Merger Agreement. Recourse against the Guarantors Guarantor under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) affiliates against the Guarantors Guarantor and any of Guarantor’s Related Persons Person in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebyTransactions, including except for claims in respect of any oral representations made the Confidentiality Agreement or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions Guaranteed Party’s rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained any other Related Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallshall cause its affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions or the Equity Commitment Letter or the transactions contemplated thereby, against the Guarantor or any Related Person (other than against Parent or Acquisition Sub) except for claims of the Guaranteed Party against the Guarantor under this Limited Guaranty, claims in respect of the Confidentiality Agreement or claims pursuant to its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. Nothing set forth in this Limited Guaranty shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party any rights or remedies under this Limited Guaranty and the Guarantor shall not have any obligation or liability to any person relating to, arising out of or in connection with this Limited Guaranty, the Merger Agreement, the Transactions, the Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein or in the Equity Commitment Letter. The Guaranteed Party acknowledges that the Guarantor is agreeing to enter into this Limited Guaranty in reliance on the provisions set forth in this Section 3. This Section 3 shall survive any expiration or termination of this Limited Guaranty.

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: , as of the date hereof, neither Parent nor Merger Sub has any assets other than their respective rights under the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letters, and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee, the Other Limited Guarantees and the letter agreement, dated as of the date hereof, between the Guarantor and Parent pursuant to which the Guarantor has agreed, subject to the terms and upon conditions set forth therein, to make a certain equity contributions to Parent (ithe “Equity Commitment Letter”) or the sole cash asset other letter agreements, dated as of the date hereof, between each of Vista Equity Partners Fund VIII, L.P. and KKR Knowledge Investors L.P. (the “Other Commitment Parties”) and Parent pursuant to which such Other Commitment Parties have agreed, subject to the terms and conditions set forth therein, to make certain equity contributions to Parent (the “Other Equity Commitment Letters”), to the extent necessary to pay the filing fees and related expenses of Parent or Merger Sub prior to the Closing in connection with the filings contemplated by Section 6.2(a) of the Merger Agreement or as is cash in a de minimis amountrequired to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Sections 6.6(g) and 6.6(h) of the Merger Agreement prior to the Closing, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs, and until that, except for rights against Parent and Merger Sub in paragraph 4 of the Acceptance Time Equity Commitment Letter and the applicable provision in the Other Equity Commitment Letters and Section 9.10(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and in the Merger Agreement, the Company shall not have any right to cause any assets to be contributed to Parent or Merger Sub by the Effective Time;Guarantor, any Guarantor Affiliate (as defined below) or any other Person, except as is required to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Sections 6.6(g) and 6.6(h) of the Merger Agreement prior to the Closing. (iib) the Guarantors The Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or right to contribution from, and no personal liability shall attach to, (i) any former, current or future, direct or indirect director, officer, employee, agent or Affiliate of the Guarantor, Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Merger Sub, (iii) any former, current or future, direct or indirect holder of any securities or any equity interests of any kind of the Guarantor, Parent, Merger Sub or any other Person (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future assignee of the Guarantor, Parent or Merger Sub or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter; and (iii) it has no Letter and shall have no right of recovery against the Guarantors or any of any Other Equity Commitment Letters), but excluding in all cases Parent, Merger Sub, and the Guarantor’s Related Persons (, being referred to herein collectively as defined below“Guarantor Affiliates” or, with respect to the Other Guarantors, the “Other Guarantor Affiliates”), through any Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable proceeding, by virtue of any applicable Law, by or through a claim by or on behalf of Guarantor, Parent or Merger Sub against the Guarantors Guarantor, any Guarantor Affiliates, Parent or any Related Person Merger Sub or otherwise in respect of any Guarantorliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (w) its rights against the Guarantors Guarantor under this Limited Guarantee, (x) its third party beneficiary rights under the Equity Commitment Letter, (y) its rights against Parent or Merger Sub under, and in accordance with, the terms and conditions of the Merger Agreement and (z) its rights against Vista Equity Partners Management, LLC under, and in accordance with, the terms and conditions of the Confidentiality Agreement; provided, that in the event the Guarantor (A) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to the Guarantor Liability Limitation (less amounts paid under this Limited Guarantee pursuant prior to such event), then, and in each such case, the Company shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the terms and subject extent of the unpaid liability of the Guarantor hereunder up to the conditions hereof amount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Except for Guarantee Claims, Merger Agreement Claims and Retained Equity Commitment Claims (each as defined below). (b) Recourse , recourse against the Guarantors Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party Company and all of its Affiliates (as defined in the Merger Agreement) and Subsidiaries against the Guarantor, any Guarantor Affiliate, the Other Guarantors and any of Guarantor’s Related Persons Other Guarantor Affiliate in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement Transaction Agreements or the transactions contemplated thereby, including in respect of any oral representations made or alleged to and such recourse shall be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter limitations described herein and the Confidentiality Agreement, and therein. (bc) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party Company hereby covenants and agrees that it shall not institute, and shallshall cause its controlled Affiliates not to institute, any Legal Proceeding in connection with the Transaction Agreements or the transactions contemplated hereby or thereby, against the Guarantor or any Guarantor Affiliate except for (i) claims by the Company against the Guarantor and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub under and in accordance with the Merger Agreement and/or Vista Equity Partners Management, LLC under and in accordance with the Confidentiality Agreement (“Merger Agreement Claims”) and (iii) claims by the Company against (A) the Guarantor or any Successor Entity under and in accordance with the Merger Agreement, the Equity Commitment Letter and the Other Equity Commitment Letters and (B) claims by the Company against the Guarantor, Parent or any respective Successor Entity, or any other party to, the Support Agreements (in all cases under and in accordance with the Support Agreements) (“Equity Commitment Claims”). (d) For all purposes of this Limited Guarantee, a Person shall be deemed to have instituted a Legal Proceeding against another Person if such first Person brings a Legal Proceeding against such Person or adds such other Person to an existing Legal Proceeding, in each case other than Legal Proceedings as are expressly contemplated and permitted in the Merger Agreement and the other agreements contemplated hereby and thereby (including the Guarantee Claims, the Merger Agreement Claims and the Equity Commitment Claims).

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) Notwithstanding anything to the sole cash asset of Parent is cash contrary in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons (as defined below), through any Guarantor, Parent Agreement or otherwise, whether by or through attempted piercing the Company’s right to terminate this Agreement and receive payment of the corporateParent Termination Fee to the extent owed pursuant to Section 8.3(c) together with any amounts owed in respect thereof under Section 8.3(f), limited liability company or limited partnership veilif applicable, by or through a claim by or on behalf of Parent against the Guarantors or any Related Person of any Guarantor, or otherwise, except for Company’s right to enforce its rights against under the Guarantors under this Limited Guarantee Confidentiality Agreement and the Reimbursement Obligations and the Company’s right to specific performance pursuant to the terms to, and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee shall limitations of, Section 9.9 will be the sole and exclusive remedy remedies of the Company and its Affiliates and the Company Related Parties against (whether at lawA) Parent, in Merger Sub or the Limited Guarantors; (B) the former, current and future holders of any equity, in contractcontrolling persons, in tort Affiliates, Representatives, members, directors, officers, employees, managers, general or otherwise) limited partners, stockholders and assignees of each of Parent, Merger Sub and the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Limited Guarantors and any of Guarantor’s Related Persons in respect holder of any breachesequity, losses controlling person, Affiliate, Representative, member, manager, general or damages arising underlimited partner, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect stockholder and assignee of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter foregoing (such persons, excluding Parent and Merger Sub, but including the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b)Limited Guarantors, collectively, the “Retained ClaimsParent Related Parties”); and (C) the Financing Sources in respect of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Limited Guarantee) and the transactions contemplated hereby and thereby (and other than payment of the Parent Termination Fee by Parent (or the Limited Guarantors under the Limited Guarantee to the extent provided, and subject to the limitations, therein) to the extent owed pursuant to Section 8.3(c), together with any amounts owed under Section 8.3(f), if applicable, and any Reimbursement Obligations), none of Parent, Merger Sub, the Parent Related Parties or the Financing Sources will have any liability or obligation to the Company or its Affiliates or any Company Related Party relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Limited Guarantee) or the Transactions (except that the Parties (or their Affiliates, if applicable) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement) including with respect to any breach of this Agreement by Parent or Merger Sub or failure of Parent or Merger Sub to perform its obligations hereunder. The Parties acknowledge and agree that, while the Company may pursue a grant of specific performance in accordance with, and subject to the limitations of, Section 9.9 and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.9 that results in the Closing occurring and (y) payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) in accordance with, and subject to the limitations of, this Section 8.3(e). The Guaranteed Party hereby covenants Parent Related Parties and agrees that it the Financing Sources are intended third party beneficiaries of this Section 8.3(e)(i). Notwithstanding anything to the contrary in this Agreement or otherwise, in no event shall not instituteParent, Merger Sub or the Parent Related Parties have liability for any monetary remedy (including monetary damages for fraud or for any Willful and Material Breach or monetary damages in lieu of specific performance or monetary damages pursuant to Section 8.2(b)) other than, solely with respect to the Parent (or the Limited Guarantors under the Limited Guarantee to the extent provided, and shallsubject to the limitations, therein), the payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), plus any Reimbursement Obligations and Enforcement Expenses. Subject to the other limitations of this Section 8.3(e), the Parent Termination Fee, the Reimbursement Obligations and the Enforcement Expenses shall be the maximum aggregate liability (including in the case of fraud or any Willful and Material Breach) of Parent and Merger Sub hereunder (and, without duplication, of the Limited Guarantors under the Limited Guarantee) with respect to any and all claims under or relating to this Agreement and the Transactions. (ii) Parent’s receipt (or receipt by its designees) of the Company Termination Fee, any Enforcement Expenses to the extent owed pursuant to Section 8.3(f), the ability of the Parent to seek to recover monetary damages from the Company for Willful and Material Breach or Parent’s right to specific performance pursuant to Section 9.9, as applicable, will be the sole and exclusive remedies of Parent and Merger Sub and each of their respective Affiliates and the Parent Related Parties and the Financing Sources against (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and any holder of any equity, controlling person, Affiliate, Representative, member, manager, general or limited partner, stockholder and assignee of any of the foregoing (collectively, the “Company Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of the Company Termination Fee, none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub or any Parent Related Parties or Financing Sources relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Support and Rollover Agreement and Section 8.3(a), as applicable). The Parties acknowledge and agree that, while Parent may pursue a grant of specific performance in accordance with Section 9.9 and payment of the Company Termination Fee and the Enforcement Expenses or monetary damages, in no event shall Parent be entitled to obtain (1) both (x) a grant of specific performance pursuant to Section 9.9 that results in the Closing occurring, on the one hand, and (y) the payment of (i) any monetary damages from the Company or (ii) the payment of the Company Termination Fee in accordance with Section 8.3(b), on the other hand, or (2) both payment of any monetary damages in connection with fraud or any Willful and Material Breach, on the one hand, and payment of the Company Termination Fee in accordance with Section 8.3(b), on the other hand. The Company Related Parties are intended third party beneficiaries of this Section 8.3(e)(ii). In no event shall the Company or any of its Subsidiaries have liability for monetary damages (including monetary damages in lieu of specific performance and damages for fraud and Willful and Material Breach pursuant to Section 8.2(b)) in the aggregate in excess of the amount of the Company Termination Fee, plus any Enforcement Expenses. The amount of the Company Termination Fee and the Enforcement Expenses shall be the maximum aggregate liability of the Company and its Subsidiaries hereunder with respect to any and all claims under or relating to this Agreement and the Transactions.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Specified Related Persons, that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time Closing occurs in accordance with the terms and conditions of the Merger Agreement, and that, without limiting the rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent by the Guarantors, any of the Guarantor’s Related Persons or any other Person, except any such rights pursuant to the Effective TimeRetained Claims; (ii) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or any other agreement, document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, this Limited Guarantee or the Equity Commitment LetterLetter or any other agreement, document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or herebythe termination or abandonment thereof), other than as expressly set forth herein or therein, and that no Person other than the Guarantors shall have any liability or obligation hereunder, in each case in this clause (ii) except pursuant to the Equity Commitment LetterRetained Claims; and (iii) it notwithstanding that each Guarantor is a limited partnership, the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at law or equity or in tort, contract or otherwise) against the Guarantors or any of any Guarantor’s Related Persons (as defined belowor any Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to any of Guarantor’s Related Persons (or any Related Person of such Persons) (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or any other agreement, document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under the Merger Agreement or any other agreement, document or instrument delivered in connection herewith or therewith or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee or the Equity Commitment Letter), in each case, whether by or through any Guarantor, Parent Parent, Merger Sub or otherwiseany other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantors or any Related Person of any GuarantorGuarantor (or any Related Person of such Persons), or otherwise, in each case in this clause (iii) except for pursuant to the Retained Claims, and in no event shall the Guaranteed Party or any of its rights Specified Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors under this Limited Guarantee or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and Retained Claims (y) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount) (as defined belowsuch amount may be reduced pursuant to Section 2(c) above). (b) Recourse Except for the Retained Claims, the recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Specified Related Persons against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shalland

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Related Persons, that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time Closing occurs in accordance with the terms and conditions of the Merger Agreement, and that, without limiting the rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, other than pursuant to the Equity Commitment Letter the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent by Guarantor, any of Guarantor’s Related Persons (as defined below) or the Effective Timeany other Person; (ii) the Guarantors notwithstanding anything that may be expressed or implied in this Limited Guarantee, Guarantor shall not have any liability or obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreementwith, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or herebyGuarantee, other than as expressly set forth herein herein, and no Person other than Guarantor shall have any liability or in the Equity Commitment Letterobligation hereunder; and (iii) it notwithstanding that Guarantor is a limited partnership, the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at law or equity or in tort, contract or otherwise) against the Guarantors Guarantor or Guarantor’s Related Persons (or any Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (as defined below)or any Related Person of such Persons) (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, or in respect of any oral representations made or alleged to be made in connection herewith, in each case, whether by or through any Guarantor, Parent Parent, Merger Sub or otherwiseany other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantors Guarantor or any Related Person of Guarantor (or any GuarantorRelated Person of such Persons), or otherwise, except for (and, in each case, solely to the extent of) its rights against the Guarantors Guarantor expressly provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof hereof, and Retained Claims in no event shall the Guaranteed Party or any of its Related Persons (as defined below)or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Guaranteed Obligations against Guarantor or any Related Person of Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof. (b) Recourse The recourse against the Guarantors Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at lawLaw, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Related Persons against the Guarantors Guarantor and any of Guarantor’s Related Persons (and any Related Person of such Related Persons), and neither Guarantor nor any Guarantor’s Related Persons (nor any Related Person of such Persons) will have any other liability or obligation to any Person, in each case, in respect of any breaches, losses losses, damages, liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythis Limited Guarantee, including in respect of any oral representations made or alleged to be made in connection therewith herewith. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall use commercially reasonable efforts to cause its Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other than claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, or in respect of any oral representations made or alleged to be made in connection herewith against Guarantor or any Guarantor Related Person (a) remedies available or any Related Person of such Persons), except for claims of the Guaranteed Party against Guarantor solely pursuant to the terms and subject to the conditions of this Limited Guarantee. As used in this Limited Guarantee, the Equity Commitment Letter term “Related Person” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, affiliate, assignee, representative or financing source of any of the foregoing; provided, that the definition of “Related Person” shall exclude the undersigned in respect of its express obligations hereunder and the Confidentiality Agreement, Parent and (b) remedies available against Parent or Merger Sub pursuant to in respect of their respective express obligations under the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallAgreement.

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: (i) that the sole cash asset of Parent and Acquisition is cash in a de minimis amountamount and that, except as provided for and that in accordance with the Equity Commitment Letter, no additional funds are expected to be contributed to Parent and Acquisition unless the Closing occurs and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or then only in connection accordance with the Merger Agreement, this Limited Guarantee or terms of the Equity Commitment Letter, or Letter (subject to the transactions contemplated thereby or hereby, other than as expressly limitations set forth herein therein). Notwithstanding anything that may be expressed or implied in this Limited Guaranty, the Equity Commitment Letter; and Company further agrees that, except for its rights against the Guarantor under this Limited Guaranty (iii) it has subject to the limitations set forth herein), no and shall Person will have no any right of recovery against against, and no personal liability will attach (for any reason) to, any of the Guarantors Guarantor’s, Parent’s or Acquisition’s former, current or future stockholders, affiliates, general or limited partners, controlling persons, members, managers, employees, agents, officers or directors or any former, current or future stockholders, affiliates, general or limited partners, controlling persons, members, managers, employees, agents, officers or directors of any Guarantor’s Related Persons the foregoing (as defined belowcollectively (but not including Parent or Acquisition), the “Non-Recourse Parties”), through any Guarantor, Parent or Acquisition or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership corporate veil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Acquisition against the Guarantors or any Related Person of any GuarantorNon-Recourse Parties, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant herewith or the Equity Commitment Letter, or otherwise. Notwithstanding anything to the terms and contrary contained herein, recourse against the Guarantor under this Limited Guaranty (subject to the conditions limitations set forth herein) shall be the sole and exclusive remedies of the Company and all of its affiliates against the Guarantor and any of its affiliates in respect of any liabilities or obligations arising under, in connection with, or in respect of, the Merger Agreement, the Equity Commitment Letter, this Limited Guaranty or the transactions contemplated hereby or thereby; provided that, if the Wellspring Funding is made under and in accordance with the terms of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectivelyClosing occurs, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall Company may not institute, and shallrecover under this Limited Guaranty.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) the sole cash asset assets of Parent is and Merger Sub are cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Acceptance Time Closing occurs in accordance with the terms and conditions of the Merger Agreement, and that, without limiting the express third-party beneficiary rights of the Guaranteed Party under the Equity Commitment Letters, subject to all of the terms, conditions and limitations in the Merger Agreement and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent or the Effective TimeMerger Sub by any Guarantor, any Guarantor’s Related Parties or any other Person; (ii) that the Guaranteed Party is bound by and shall comply with the applicable terms and conditions of Sections 2, 3, 4, 5, 7 and 8 of the Equity Commitment Letter; (iii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Guaranty, the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, that certain Equity Commitment Letter entered into by and between Parent and the Other Guarantor on the date hereof (the “Other Equity Commitment Letter”), the Other Guaranty or the transactions contemplated thereby hereby or herebythereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iiiiv) notwithstanding anything to the contrary in this Guaranty, the Equity Commitment Letter, the Other Equity Commitment Letter, the Other Guaranty or the Merger Agreement, it has no and shall have no right of recovery against the Guarantors or any of Parent, Merger Sub, any Guarantor’s , any Related Persons Party (as defined below)) of any of the foregoing or any Related Party of any such Related Party, through any Guarantor, Parent Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantors a Guarantor or any Related Person Party of any GuarantorGuarantor or any Related Party of any such Related Party, or otherwise, except for its rights against the Guarantors under this Limited Guarantee Guaranty pursuant to the terms and subject to the conditions hereof and Retained except for the Excluded Claims (as defined belowin the Equity Commitment Letter). (b) Recourse against the Guarantors under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its Subsidiaries and all of its Affiliates (as defined in the and their respective Related Parties against any Guarantor, Parent, Merger Agreement) against the Guarantors and Sub, any Related Party of any of Guarantor’s the foregoing or any Related Persons Party of any such Related Party in respect of any breaches, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any written or oral representations made or alleged to be made in connection therewith, other than with respect to any Excluded Claims. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, and shall cause its Subsidiaries and its and their respective Related Parties not to institute, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letter, this Guaranty, the Other Guaranty or the transactions contemplated thereby or hereby, or in respect of any written or oral representations made or alleged to be made in connection therewith (other than or herewith, against any (a) remedies available pursuant to the terms and subject to the conditions Guarantor, Parent, Merger Sub, any Related Party of any of the Equity Commitment Letter foregoing or any Related Party of any such Related Party, except for claims of the Guaranteed Party against the Guarantors under this Guaranty and Excluded Claims. As used in this Guaranty, the Confidentiality Agreementterm “Related Party” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, shareholder, member, manager, director, officer, employee, agent, affiliate, assignee, client, contractor, Representative or financing source of such Person (and (b) remedies available against with respect to a Guarantor, Parent or Merger Sub pursuant Sub, in addition to the foregoing, shall also include any other SCP Person, but shall exclude the Guarantors, Parent and Merger Agreement under Sub); provided that in no event shall the terms and subject to the conditions thereof (clauses (a) and (b)Company or its Subsidiaries be considered a Related Party of Parent, collectivelyMerger Sub, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallany Guarantor or any of their respective Related Parties.

Sole Remedy. (a) The Guaranteed Party acknowledges No Person other than the Guarantor has any obligations under this Guaranty and agrees that: with respect to this Guaranty, the Beneficiary has no remedy, recourse or right of recovery against, or contribution from any other Person, including (i) any Subsidiary or Affiliate of the sole cash asset of Parent is cash in a de minimis amountGuarantor, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) any officer, equityholder, director, employee, agent, controlling person or assignee of the Guarantors shall not have Guarantor or of any obligation Subsidiary or liability to any Person relating to, arising out Affiliate of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment LetterGuarantor, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right any lender or prospective lender, lead arranger, arranger, agent, broker, underwriter or representative of recovery against or to the Guarantors or any of any Guarantor’s Related Persons (as defined below), through any Guarantor, Parent or Merger Subsidiary (collectively, the “Parent Related Parties”), whether through the Guarantor, Parent or Merger Subsidiary or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable claim, action lawsuit or proceeding, by virtue of any Law, by or through a claim by or on behalf of the Guarantor, the Parent or Merger Subsidiary against the Guarantors Guarantor or any Parent Related Person of any GuarantorParty, or otherwise, except for its rights against the Guarantors Guarantor under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below)Guaranty. (b) Recourse The Beneficiary hereby covenants and agrees that it shall not institute, directly or indirectly, any claim, action, lawsuit or proceeding arising under, or in connection with, this Guaranty, the Merger Agreement or the Transaction, against the Guarantors Guarantor or any Parent Related Party except for (i) claims by the Beneficiary against the Guarantor under and in accordance with this Limited Guarantee Guaranty (the “Retained Guaranty Claims”), or (ii) claims by the Beneficiary against Parent or Merger Subsidiary under and in accordance with the Merger Agreement (the “Retained Merger Agreement Claims” and together with the Retained Guaranty Claims, the “Retained Claims”). (c) Recourse (i) against the Guarantor solely with respect to the Retained Guaranty Claims and (ii) against Parent or Merger Subsidiary, as applicable, solely with respect to the Retained Merger Agreement Claims shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Beneficiary against the Guarantors and Guarantor or any of Guarantor’s Parent Related Persons Party in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement Agreement, the Transaction, or the transactions contemplated thereby, this Guaranty (including in respect of on any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms with this Guaranty), and such recourse shall be subject to the conditions of the Equity Commitment Letter other limitations described herein and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shalltherein.

Sole Remedy. (a) The Guaranteed Each Company Party acknowledges and agrees that: (i, as of the date hereof, none of the Buyer Parties have any assets, other than their respective rights under the Merger Agreement, the Equity Commitment Letter and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guaranty or the Equity Commitment Letter, to the extent necessary to pay the filing fees and related expenses of the Buyer Parties prior to the Closing in connection with the filings contemplated by 6.2(a) of the sole cash asset Merger Agreement or as is required to comply with the Buyer Parties’ reimbursement and indemnification obligations pursuant to Sections 6.6(f) and 6.6(g) of Parent is cash in a de minimis amountthe Merger Agreement prior to the Closing, each Company Party acknowledges and agrees that no additional funds are expected to be contributed to Parent any Buyer Party unless and until the Offer Acceptance Time occurs, and that, except for rights against the Buyer Parties to the extent expressly provided in paragraph 4 of the Equity Commitment Letter and Section 9.8(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, no Company Party shall have any right to cause any assets to be contributed to any Buyer Party by the Guarantor, any Guarantor Affiliate (as defined below) or any other Person, except as is required to comply with the Effective Time;Buyer Parties’ reimbursement and indemnification obligations pursuant to Sections 6.6(f) and 6.6(g) of the Merger Agreement prior to the Closing. (iib) the Guarantors The Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, under this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, Guaranty other than as expressly set forth herein herein. Each Company Party further agrees that it has no remedy, recourse or right of recovery against, or right to contribution from, and no personal liability shall attach to, (i) any former, current or future, direct or indirect equity holder, equity financing source, controlling person, director, officer, employee, agent, advisor, Affiliate, member, manager, general or limited partner or assignee of the Guarantor, any Buyer Party or any lender or prospective lender, lead arranger, arranger, agent or representative of or to any Buyer Party, or (ii) any former, current or future direct or indirect equity holder, equity financing source, controlling person, director, officer, employee, agent, general or limited partner, member, manager, Affiliate, representative or assignee of any of the foregoing (each of such persons and entities described in clauses (i) and (ii), together, with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter; and (iii) it has no ), but excluding in all cases any Buyer Party and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons (, being referred to herein collectively as defined below“Guarantor Affiliates”), through Guarantor or any Guarantor, Parent Buyer Party or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of Parent Guarantor or any Buyer Party against the Guarantors Guarantor, any Guarantor Affiliates or any Related Person Buyer Party or otherwise in respect of any Guarantorliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guaranty, except, in each case, for (w) its rights against the Guarantors Guarantor under this Limited Guarantee pursuant to Guaranty, (x) its third party beneficiary rights under the Equity Commitment Letter, (y) its rights against any Buyer Party under, and in accordance with, the terms and subject conditions of the Merger Agreement and (z) its rights against Vista Equity Partners Management, LLC under, and in accordance with, the terms and conditions of the Confidentiality Agreement; provided that, in the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus available capital is less than the Parent Liability Limitation (less amounts paid under this Limited Guaranty prior to such event), then, and in each such case, each Company Party shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the conditions hereof extent of the unpaid liability of the Guarantor hereunder up to the amount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guaranty. Except for Guarantee Claims, Merger Agreement Claims and Retained Equity Funding Claims (each as defined below). (b) Recourse , recourse against the Guarantors Guarantor and any Successor Entity under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed each Company Party and all of its Affiliates (as defined in the Merger Agreement) and Subsidiaries against the Guarantors Guarantor and any of Guarantor’s Related Persons Guarantor Affiliate in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to and such recourse shall be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter limitations described herein and the Confidentiality Agreement, and therein. (bc) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Each Company Party hereby covenants and agrees that it shall not institute, and shallshall cause its Affiliates not to institute, any proceeding or bring any claim arising under, or in connection with, the Merger Agreement, this Limited Guaranty, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby, against the Guarantor or any Guarantor Affiliate except for (i) claims by the Company Parties against the Guarantor and any Successor Entity under and in accordance with this Limited Guaranty (“Guarantee Claims”), (ii) claims by the Company Parties against any Buyer Party under and in accordance with the Merger Agreement and/or Vista Equity Partners Management, LLC under and in accordance with the Confidentiality Agreement (“Merger Agreement Claims”) and (iii) claims by the Company Parties against the Guarantor and any Successor Entity under and in accordance with the Merger Agreement and the Equity Commitment Letter (“Equity Funding Claims”). (d) For all purposes of this Limited Guaranty, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a Legal Proceeding against such Person, adds such other Person to an existing Legal Proceeding, or otherwise asserts in writing a legal claim of any nature relating to the Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Merger Agreement and the other agreements contemplated hereby (including the Guarantee Claims, the Merger Agreement Claims and the Equity Funding Claims).

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: (i) , as of the date hereof, the sole cash asset assets of Parent is are cash in a de minimis amountamount and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating Closing occurs, in each case in accordance with, and subject to, arising out the terms and conditions of or in connection with the Merger Agreement, . Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered herewith, and notwithstanding the Equity Commitment Letterfact that the Guarantor may be a partnership, or by its acceptance of the transactions contemplated thereby or herebybenefits of this Guarantee, the Company agrees that (other than as expressly set forth herein or in with respect to the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons Retained Claims (as defined below)) no Person other than the Guarantor and the Company has any rights or obligations hereunder and has no right of recovery hereunder against, through and no personal liability shall attach hereunder to, any former, current or future, direct or indirect, director, officer, employee, attorney, agent or Affiliate of the Guarantor, Parent any former, current or future, direct or indirect, holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative, successor or assignee of any of the foregoing (each such Person, a “Related Person”), whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantors Guarantor or any Related Person Person, by or through the Company against any Related Person, by the enforcement of any Guarantorassessment or by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) . Recourse against the Guarantors Guarantor and its successors and assigns under this Limited Guarantee shall be the sole and exclusive remedy of (whether at law, in equity, in contract, in tort or otherwisex) of the Guaranteed Party Company and (y) all of its respective Affiliates (as defined in the Merger Agreement) and Subsidiaries against the Guarantors Guarantor and any of Guarantor’s Related Persons Person (other than Parent and Merger Sub) in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythereby except for claims of the Company (i) against the Guarantor and its successors and assigns under this Guaranty, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (aii) remedies available pursuant to the terms and as a third party beneficiary under, subject to the conditions of in the Merger Agreement and the Equity Commitment Letter, the Equity Commitment Letter or (iii) with respect to the Confidentiality Agreement between Ardian North America Fund II GP, LLC and the Confidentiality AgreementCompany, and dated August 24, 2020 (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement any claims under the terms and subject to the conditions thereof (clauses i), (aii) and (biii), collectivelytogether with any claims against the Guarantor and its successors and assigns under this Guarantee, being collectively referred to as the “Retained Claims”), and the Company hereby acknowledges and agrees that the Guarantor shall not be required to pay any of the Obligations on more than one occasion or in excess of the Cap. The Guaranteed Party Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shallshall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Equity Commitment Letter against the Guarantor or any Related Person (other than Parent and Merger Sub), except for the Retained Claims. Nothing set forth in this Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Company any rights or remedies against any Person, including the Guarantor and any Related Person, except as expressly set forth herein.

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: , as of the date hereof, neither Parent nor Merger Sub has any assets other than their respective rights under the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letters, and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee, the Other Limited Guarantees and the letter agreement, dated as of the date hereof, between the Guarantor and Parent pursuant to which the Guarantor has agreed, subject to the terms and upon conditions set forth therein, to make a certain equity contributions to Parent (ithe “Equity Commitment Letter”) or the sole cash asset other letter agreements, dated as of the date hereof, between each of Vista Equity Partners Fund VII and KKR Knowledge Investors L.P. (the “Other Commitment Parties”) and Parent pursuant to which such Other Commitment Parties have agreed, subject to the terms and conditions set forth therein, to make certain equity contributions to Parent (the “Other Equity Commitment Letters”), to the extent necessary to pay the filing fees and related expenses of Parent or Merger Sub prior to the Closing in connection with the filings contemplated by Section 6.2(a) of the Merger Agreement or as is cash in a de minimis amountrequired to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Sections 6.6(g) and 6.6(h) of the Merger Agreement prior to the Closing, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs, and until that, except for rights against Parent and Merger Sub in paragraph 4 of the Acceptance Time Equity Commitment Letter and the applicable provision in the Other Equity Commitment Letters and Section 9.10(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and in the Merger Agreement, the Company shall not have any right to cause any assets to be contributed to Parent or Merger Sub by the Effective Time;Guarantor, any Guarantor Affiliate (as defined below) or any other Person, except as is required to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Sections 6.6(g) and 6.6(h) of the Merger Agreement prior to the Closing. (iib) the Guarantors The Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or right to contribution from, and no personal liability shall attach to, (i) any former, current or future, direct or indirect director, officer, employee, agent or Affiliate of the Guarantor, Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Merger Sub, (iii) any former, current or future, direct or indirect holder of any securities or any equity interests of any kind of the Guarantor, Parent, Merger Sub or any other Person (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future assignee of the Guarantor, Parent or Merger Sub or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter; and (iii) it has no Letter and shall have no right of recovery against the Guarantors or any of any Other Equity Commitment Letters), but excluding in all cases Parent, Merger Sub, and the Guarantor’s Related Persons (, being referred to herein collectively as defined below“Guarantor Affiliates” or, with respect to the Other Guarantors, the “Other Guarantor Affiliates”), through any Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable proceeding, by virtue of any applicable Law, by or through a claim by or on behalf of Guarantor, Parent or Merger Sub against the Guarantors Guarantor, any Guarantor Affiliates, Parent or any Related Person Merger Sub or otherwise in respect of any Guarantorliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (w) its rights against the Guarantors Guarantor under this Limited Guarantee, (x) its third party beneficiary rights under the Equity Commitment Letter, (y) its rights against Parent or Merger Sub under, and in accordance with, the terms and conditions of the Merger Agreement and (z) its rights against Vista Equity Partners Management, LLC under, and in accordance with, the terms and conditions of the Confidentiality Agreement; provided, that in the event the Guarantor (A) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to the Guarantor Liability Limitation (less amounts paid under this Limited Guarantee pursuant prior to such event), then, and in each such case, the Company shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the terms and subject extent of the unpaid liability of the Guarantor hereunder up to the conditions hereof amount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Except for Guarantee Claims, Merger Agreement Claims and Retained Equity Commitment Claims (each as defined below). (b) Recourse , recourse against the Guarantors Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party Company and all of its Affiliates (as defined in the Merger Agreement) and Subsidiaries against the Guarantor, any Guarantor Affiliate, the Other Guarantors and any of Guarantor’s Related Persons Other Guarantor Affiliate in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement Transaction Agreements or the transactions contemplated thereby, including in respect of any oral representations made or alleged to and such recourse shall be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter limitations described herein and the Confidentiality Agreement, and therein. (bc) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party Company hereby covenants and agrees that it shall not institute, and shallshall cause its controlled Affiliates not to institute, any Legal Proceeding in connection with the Transaction Agreements or the transactions contemplated hereby or thereby, against the Guarantor or any Guarantor Affiliate except for (i) claims by the Company against the Guarantor and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub under and in accordance with the Merger Agreement and/or Vista Equity Partners Management, LLC under and in accordance with the Confidentiality Agreement (“Merger Agreement Claims”) and (iii) claims by the Company against (A) the Guarantor or any Successor Entity under and in accordance with the Merger Agreement, the Equity Commitment Letter and the Other Equity Commitment Letters and (B) claims by the Company against the Guarantor, Parent or any respective Successor Entity, or any other party to, the Support Agreements (in all cases under and in accordance with the Support Agreements) (“Equity Commitment Claims”). (d) For all purposes of this Limited Guarantee, a Person shall be deemed to have instituted a Legal Proceeding against another Person if such first Person brings a Legal Proceeding against such Person or adds such other Person to an existing Legal Proceeding, in each case other than Legal Proceedings as are expressly contemplated and permitted in the Merger Agreement and the other agreements contemplated hereby and thereby (including the Guarantee Claims, the Merger Agreement Claims and the Equity Commitment Claims).

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time Closing occurs in accordance with the terms and conditions of the Merger Agreement, and that, without limiting the rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent or Merger Sub by the Effective TimeGuarantor, any of the Guarantor’s Related Persons (as defined below) or any other Person; (ii) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Guarantors Merger Agreement or any other document or instrument delivered in connection herewith or therewith, the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment LetterGuarantee, or the transactions contemplated thereby hereby or herebythereby, other than as expressly set forth herein herein, and that, no Person other than the Guarantors shall have any liability or in the Equity Commitment Letterobligation hereunder; and (iii) it the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at law or equity or in tort, contract or otherwise) against the Guarantors Guarantor or any of any the Guarantor’s Related Persons (as defined belowor any Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to the Guarantor’s Related Persons (or any Related Person of such Persons) (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee or the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not any such breach is caused by the Guarantor’s breach of its obligations under this Limited Guarantee), in each case, whether by or through any the Guarantor, Parent Parent, Merger Sub or otherwiseany other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantors Guarantor or any Related Person of the Guarantor (or any GuarantorRelated Person of such Persons), or otherwise, except for its rights against the Guarantors Guarantor under this Limited Guarantee pursuant to the terms and subject to the conditions hereof hereof, and Retained Claims in no event shall the Guaranteed Party or any of its Related Persons seek any damages of any kind or any other recovery, judgment, or remedies of any kind (as defined below)including consequential, indirect or punitive damages) in excess of the Guarantor’s Maximum Guarantor Amount against such Guarantor pursuant to the terms and subject to the conditions hereof. (b) Recourse The recourse against the Guarantors Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Related Persons against the Guarantors Guarantor and any of the Guarantor’s Related Persons (and any Related Person of such Related Persons), and neither the Guarantor nor its Related Persons (nor any Related Person of such Persons) will have any obligation or liability to any Person, in each case, in respect of any breaches, losses losses, damages, liabilities or damages obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, or the transactions contemplated hereby or thereby, including in respect of any oral representations made or alleged to be made in connection therewith herewith or therewith. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other than claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against the Guarantor or the Guarantor’s Related Person (a) remedies available or any Related Person of such Persons), except for claims of the Guaranteed Party against the Guarantor pursuant to the terms and subject to the conditions of this Limited Guarantee. As used in this Limited Guarantee, the Equity Commitment Letter term “Related Person” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, Affiliate, Representatives or financing source of any of the foregoing; provided, that the definition of “Related Person” shall exclude the Guarantor and the Confidentiality Agreement, its successors and (b) remedies available against assigns in respect of its express obligations hereunder and Parent or Merger Sub pursuant to and their respective successors and assigns in respect of its express obligations under the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallAgreement.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons (as defined below), through any Guarantor, Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantors or any Related Person of any Guarantor, or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallRetained

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: (i) , as of the sole cash asset of date hereof, neither Parent is cash in a de minimis amountnor Merger Sub has any assets, other than their respective rights under the Merger Agreement, the Equity Commitment Letter and the agreements contemplated thereby. The Company acknowledges and agrees that, except as specifically contemplated by the Equity Commitment Letter, and that the Buddy’s Contribution Agreement, no additional significant funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs, and until that, except for rights against Parent and Merger Sub to the Acceptance Time extent expressly provided in the Equity Commitment Letter, Section 9.08 of the Merger Agreement, the Buddy’s Contribution Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any assets to be contributed to Parent or Merger Sub by the Effective Time;Guarantors, any Guarantor Affiliate (as defined below) or any other Person. (iib) the Guarantors Each Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, under this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any former, current or future, direct or indirect director, officer, employee, agent or Affiliates of any of the BR Guarantor, the VRTO Guarantor (including in its capacity as the Buddy’s Equityholder), Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, or lending agent or representative of or to Parent or Merger Sub, (iii) any former, current or future, holder of any securities or any equity interests of any kind of the BR Guarantor, the VRTO Guarantor (including in its capacity as the Buddy’s Equityholder), Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future assignee of the BR Guarantor, the VRTO Guarantor (including in its capacity as the Buddy’s Equityholder), Parent or Merger Sub or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person or assignee of any of the foregoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter; and (iii) it has no but excluding Parent, Merger Sub and shall have no right of recovery against the Guarantors or any of any Guarantor’s Related Persons (Guarantors, being referred to herein collectively as defined below“Guarantor Affiliates”), through any Guarantorthe Guarantors, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of either Guarantor, Parent or Merger Sub against the Guarantors either Guarantor, any Guarantor Affiliate, Parent or any Related Person Merger Sub or otherwise in respect of any Guarantorliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (x) its rights against the Guarantors under this Limited Guarantee pursuant to Guarantee, (y) its third party beneficiary rights under the Equity Commitment Letter and Buddy’s Contribution Agreement and (z) its rights against Parent or Merger Sub under, and in accordance with, the terms and subject conditions of the Merger Agreement; provided that, in the event that either Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantors’ remaining net assets plus uncalled capital is less than the Parent Cap (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the conditions hereof extent of the unpaid liability of such Guarantor hereunder up to the amount of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Except for Guarantee Claims, Merger Agreement Claims and Retained Equity Funding Claims (each as defined below). (b) Recourse , recourse against the Guarantors and any Successor Entity to either of the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party Company and all of its Affiliates (as defined in the Merger Agreement) and Subsidiaries against the Guarantors and any of Guarantor’s Related Persons Guarantor Affiliate in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to and such recourse shall be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter limitations described herein and the Confidentiality Agreement, therein. Each Guarantor acknowledges and agrees that under no circumstance shall either Guarantor be deemed to be a Non-Recourse Parent Party hereunder. (bc) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party Company hereby covenants and agrees that it shall not institute, and shallshall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, the Buddy’s Contribution Agreement or, in each case, the transactions contemplated hereby or thereby, against either Guarantor or any Guarantor Affiliate except for (i) claims by the Company against the Guarantors and any Successor Entity to either of the Guarantors under and in accordance with this Limited Guarantee (collectively, “Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub under and in accordance with the Merger Agreement (“Merger Agreement Claims”), and (iii) claims by the Company against Vintage, B. Xxxxx and any Successor Entity under and in accordance with the Equity Commitment Letter, or claims against the Buddy’s Equityholder and any Successor Entity under and in accordance with the Buddy’s Contribution Agreement (“Equity Funding Claims”). (d) For all purposes of this Limited Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal action, suit or proceeding, or otherwise asserts in writing a legal claim of any nature relating to the Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Merger Agreement and the other agreements contemplated hereby (including the Guarantee Claims, the Merger Agreement Claims and the Equity Funding Claims).

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time Closing occurs in accordance with the terms and conditions of the Merger Agreement, and that, without limiting the rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent or Merger Sub by the Effective TimeGuarantor, any of the Guarantor’s Related Persons (as defined below) or any other Person; (ii) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Guarantors Merger Agreement or any other document or instrument delivered in connection herewith or therewith, the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, Agreement or this Limited Guarantee or the Equity Commitment LetterGuarantee, or the transactions contemplated thereby hereby or herebythereby, other than as expressly set forth herein herein, and that, no Person other than the Guarantor shall have any liability or in the Equity Commitment Letterobligation hereunder; and (iii) it the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at law or equity or in tort, contract or otherwise) against the Guarantors Guarantor or any of any the Guarantor’s Related Persons (as defined belowor any Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to the Guarantor’s Related Persons (or any Related Person of such Persons) (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee or the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not any such breach is caused by the Guarantor’s breach of its obligations under this Limited Guarantee), in each case, whether by or through any the Guarantor, Parent Parent, Merger Sub or otherwiseany other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantors Guarantor or any Related Person of the Guarantor (or any GuarantorRelated Person of such Persons), or otherwise, except for its rights against the Guarantors Guarantor under this Limited Guarantee pursuant to the terms and subject to the conditions hereof hereof, and Retained Claims in no event shall the Guaranteed Party or any of its Related Persons seek any damages of any kind or any other recovery, judgment, or remedies of any kind (as defined below)including consequential, indirect or punitive damages) in excess of the Maximum Guarantor Amount against the Guarantor pursuant to the terms and subject to the conditions hereof. (b) Recourse The recourse against the Guarantors Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Related Persons against the Guarantors Guarantor and any of the Guarantor’s Related Persons (and any Related Person of such Related Persons), and neither the Guarantor nor any of the Guarantor’s Related Persons (nor any Related Person of such Persons) will have any obligation or liability to any Person, in each case, in respect of any breaches, losses losses, damages, liabilities or damages obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby, including in respect of any oral representations made or alleged to be made in connection therewith herewith or therewith. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other than claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement or this Limited Guarantee or the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against the Guarantor or any of the Guarantor’s Related Persons (a) remedies available or any Related Person of such Persons), except for claims of the Guaranteed Party against the Guarantor pursuant to the terms and subject to the conditions of this Limited Guarantee. As used in this Limited Guarantee, the Equity Commitment Letter term “Related Person” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, Affiliate, Representatives or financing source of any of the foregoing; provided, that the definition of “Related Person” shall exclude the undersigned and the Confidentiality Agreement, its successors and (b) remedies available against assigns in respect of its express obligations hereunder and Parent or Merger Sub pursuant to and their respective successors and assigns in respect of its express obligations under the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallAgreement.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) herein. The Company further agrees that it has no and shall have no right of recovery against against, and no personal liability shall attach to, any former, current or future, direct or indirect director, officer, employee, agent or affiliates of the Guarantors or any of any Guarantor’s Related Persons (as defined below), through any Guarantor, Parent or Merger Sub, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of the Guarantor, Parent or Merger Sub or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate, controlling person, representative or assignee of any of the foregoing, through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantors stockholders or any Related Person affiliates of any the Guarantor, Parent or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort Merger Sub or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons otherwise in respect of any breachesliabilities or obligations relating to, losses arising out of or damages arising in connection with, the Merger Agreement and the transactions contemplated thereby, except for the Company’s rights against the Guarantor, its successors or permitted assigns under, or in connection with, this Limited Guarantee, the Confidentiality Agreement, the Equity Financing Commitment or the transactions contemplated hereby or thereby and against Parent or Merger Sub or their respective successors and assigns under, or in connection with, the Confidentiality Agreement or the Merger Agreement or the transactions contemplated thereby. In the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount (less amounts paid under this Limited Guarantee prior to such event), including then, and in respect each such case, the Company may seek recourse, whether by the enforcement of any oral representations made judgment or alleged to be made assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person (in connection therewith (other than any (a) remedies available pursuant either case, a “Successor Entity”), as the case may be, but only to the terms and subject to the conditions extent of the Equity Commitment Letter and the Confidentiality Agreement, and liability of such Guarantor hereunder. (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party Company hereby covenants and agrees that it shall not institute, and shallshall cause its respective affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Financing Commitment or, in each case, the transactions contemplated thereby, against the Guarantor or any of its affiliates except for (i) claims by the Company against the Guarantor, its successors or permitted assigns (including any Successor Entity) under and in accordance with this Limited Guarantee, (ii) claims by the Company against Parent or Merger Sub or their respective successors or assigns under and in accordance with the Merger Agreement or the Confidentiality Agreement and (iii) to the extent (but only to the extent) the Company is expressly entitled under the Equity Financing Commitment or the Merger Agreement to enforce or cause Parent to enforce the Equity Financing Commitment in accordance with the terms thereof, claims by the Company against the Guarantor seeking to enforce the Equity Financing Commitment or against Parent seeking to cause Parent to enforce the Equity Financing Commitment in accordance with their terms, and the Company hereby, on behalf of itself and its affiliates, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Financing Commitment Letter or, in each case, the transactions contemplated thereby against the Guarantor or any of its affiliates and releases such Persons from such claims, in each case, except for claims expressly described in the preceding clauses (i), (ii) and (iii). Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Company.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Affiliates, that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time occurs in accordance with the terms and conditions of the Merger Agreement, and that, without limiting the rights of the Guaranteed Party under this Limited Guarantee or under the Effective Time;Equity Commitment Letter, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent by the Guarantors, any of the Guarantor’s Related Persons (as defined below) or any other Person; and (ii) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or herebythe termination or abandonment thereof), other than as expressly set forth herein or in therein, and that no Person other than the Equity Commitment LetterGuarantors shall have any liability or obligation hereunder; and (iii) it notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, (x) the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at law or equity or in tort, contract or otherwise) against the Guarantors or any of any Guarantor’s Related Persons (as defined belowor any Related Person of such Persons), and (y) no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such Persons (excluding the Guarantors)) (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Subsidiary breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee), in each case, whether by or through any Guarantor, Parent Parent, Merger Subsidiary or otherwiseany other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Subsidiary against the Guarantors or any Related Person of any GuarantorGuarantor (or any Related Person of such Persons), or otherwise, except for its (and, in each case, solely to the extent of) the Guaranteed Party’s rights against the Guarantors expressly provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (A) such Guarantor’s Maximum Guarantor Amount, if any and (B) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount), except for, in all cases under this Section 3(a)(iii), (a) the Guaranteed Party’s rights against the Guarantors provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, (b) the Guaranteed Party’s right to enforce specifically the obligations of the Equity Investors (as defined in the Equity Commitment Letter) to fund the Commitment to Parent, (c) rights and claims against any counterparty to the Confidentiality Agreement, and (d) the right of the Guaranteed Party and any of its Related Persons or any Person claiming by, through or on behalf of them to make any Retained Claims (as defined below)in the Equity Commitment Letter) against any such Person. (b) Recourse Except for any claims that are Retained Claims, recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Related Persons against the Guarantors and any of Guarantor’s Related Persons (and any Related Person of such Related Persons) in respect of any breaches, losses losses, damages, liabilities or damages obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, including in respect of any oral representations made or alleged to be made in connection herewith or therewith. (c) The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Related Persons (and any Related Person of such Persons) not to institute, on its behalf, directly or indirectly, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (other than or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Related Person (aand any Related Persons of such Related Persons) remedies available thereof, except for claims of the Guaranteed Party against the Guarantors (including Retained Claims) pursuant to the terms and subject to the conditions of, or otherwise permitted by, this Limited Guarantee. As used in this Limited Guarantee, the term “Related Person” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, affiliate, assignee, financing source or Representative of any of the foregoing or any of their respective successors or assigns; provided, that the definition of “Related Person” shall exclude the undersigned in respect of its express obligations hereunder and under the Equity Commitment Letter and the Confidentiality Agreement, Parent and (b) remedies available against Parent or Merger Sub pursuant to Subsidiary in respect of their respective express obligations under the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”)other Transaction Documents. The Guaranteed Party hereby further unconditionally and irrevocably covenants and agrees that it that, notwithstanding anything contained herein or otherwise, (A) the Guaranteed Party has no right to recover, and shall not recover, and the Guaranteed Party shall not institute, directly or indirectly, and shallshall cause its Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim in the name of or on behalf of the Guaranteed Party to recover more than the Maximum Aggregate Amount in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, and (B) the Guaranteed Party shall promptly return all monies paid to it or its Related Persons in excess of the Maximum Aggregate Amount or applicable Maximum Guarantor Amount to the applicable Guarantor or Guarantors, other than, in all cases, with respect to Retained Claims under, and monies properly paid pursuant to the terms of, the Equity Commitment Letter, Confidentiality Agreement or Merger Agreement.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees that: No Person other than the Guarantor has any obligations under this Guaranty and, with respect to this Guaranty, the Beneficiary has no remedy, recourse or right of recovery against, or contribution from any other Person, including (i) any Subsidiary or Affiliate of the sole cash asset of Parent is cash in a de minimis amountGuarantor, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or the Effective Time; (ii) any officer, equityholder, director, employee, agent, controlling person or assignee of the Guarantors shall not have Guarantor or of any obligation Subsidiary or liability to any Person relating to, arising out Affiliate of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment LetterGuarantor, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) it has no and shall have no right any lender or prospective lender, lead arranger, arranger, agent, broker, underwriter or representative of recovery against or to the Guarantors Guarantor or any of any Guarantor’s Buyer (collectively, the “Buyer Related Persons (as defined belowParties”), whether through any Guarantor, Parent the Guarantor or Buyer or otherwise, whether by or through attempted piercing of the corporatecorporate veil or similar action, limited liability company by the enforcement of any assessment or limited partnership veilby any legal or equitable claim, action lawsuit or proceeding, by virtue of any Law, by or through a claim by or on behalf of Parent the Guarantor or Buyer against the Guarantors Guarantor or any Buyer Related Person of any GuarantorParty, or otherwise, except for its rights against the Guarantors Guarantor under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below)Guaranty. (b) Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party Beneficiary hereby covenants and agrees that it shall not institute, directly or indirectly, any claim, action, lawsuit or proceeding arising under, or in connection with, this Guaranty, the Purchase Agreement or the Transactions, against the Guarantor or any Buyer Related Party except for claims by the Beneficiary (i) against the Guarantor under and shallin accordance with this Guaranty (the “Retained Guaranty Claims”), (ii) against any other counterparty to the Confidentiality Agreement (the “Retained Confidentiality Claims”) or (iii) claims by the Beneficiary against Buyer under and in accordance with the Purchase Agreement or any other Transaction Agreement (the “Retained Purchase Agreement Claims” and together with the Retained Confidentiality Claims and the Retained Guaranty Claims, the “Retained Claims”). (c) Recourse (i) against the Guarantor solely with respect to the Retained Guaranty Claims and the Retained Confidentiality Claims and (ii) against Buyer solely with respect to the Retained Purchase Agreement Claims shall be the sole and exclusive remedy of the Beneficiary against the Guarantor or any Buyer Related Party in respect of any liabilities or obligations arising under, or in connection with, the Purchase Agreement, the Transactions, or this Guaranty (including in respect on any representations made or alleged to be made in connection with this Guaranty), and such recourse shall be subject to the other limitations described herein and therein. (d) Notwithstanding the foregoing, in the event the Guarantor consolidates with or merges with any Person and is not the continuing or surviving entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, the Beneficiary may seek recourse with respect to the Retained Guaranty Claims or the Retained Confidentiality Claims that would otherwise be available to the Beneficiary if such consolidation or merger or transfer or conveyance had not occurred, against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the unpaid liability of the Guarantor hereunder up to the amount of the Guaranteed Obligations, as determined in accordance with this Guaranty.

Sole Remedy. (a) The Guaranteed Party Company acknowledges and agrees that: (i) that the sole cash asset assets of Parent is Purchaser are cash in a de minimis amountamount and Purchaser’s rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent Purchaser unless and until the Acceptance Time or the Effective Time; (ii) the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iii) Closing occurs. The Company further agrees that it has no and shall have no right of recovery against against, and no personal liability shall attach to, the Guarantors Guarantor, any former, current or future, direct or indirect controlling person, director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any Guarantor’s of the foregoing, in each case, other than Purchaser or any successor entity (each such Person, a “Related Persons (as defined belowPerson”), through any Guarantor, Parent Purchaser or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent Purchaser against the Guarantors Guarantor or any Related Person of any Guarantor, or otherwisePerson, except for (x) its rights against the Guarantors Guarantor under this Limited Guarantee pursuant to Guaranty or enforcement of such rights against the terms Guarantor and subject to (y) claims by the conditions hereof and Retained Claims (as defined below). (b) Company against Purchaser or Merger Subsidiary in accordance with the Merger Agreement. Recourse against the Guarantors Guarantor under this Limited Guarantee Guaranty and in accordance with Section 9.13 of the Merger Agreement shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of Company, its Affiliates and Subsidiaries and their respective equityholders against the Guarantor and any Related Person (as defined in other than Purchaser and Merger Sub under the Merger Agreement) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including provided that in respect the event the Guarantor (x) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to the Maximum Amount as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any oral representations made judgment or alleged assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to be made in connection therewith (other than any (a) remedies available pursuant satisfy its payment obligations hereunder and only to the terms and subject to the conditions extent of the Equity Commitment Letter and liability of the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”)Guarantor hereunder. The Guaranteed Party Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shallshall cause its controlled Affiliates and subsidiaries not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Related Person (other than Purchaser or Merger Sub under the Merger Agreement), except for claims of the Company against the Guarantor (i) under this Limited Guaranty, (ii) seeking to enforce this Limited Guaranty against the Guarantor, or (iii) in accordance with Section 9.13 of the Merger Agreement.

Sole Remedy. (a) The Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Related Persons, that: (i) the sole cash asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time Closing occurs in accordance with the terms and conditions of the Merger Agreement, and that, without limiting the rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent by the Guarantors, any of the Guarantor’s Related Persons (as defined below) or the Effective Timeany other Person; (ii) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, the Guarantors shall not have any liability or obligation or liability to any Person relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, this Limited Guarantee or the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or herebythe termination or abandonment thereof), other than as expressly set forth herein or in therein, and that no Person other than the Equity Commitment LetterGuarantors shall have any liability or obligation hereunder; and (iii) it notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, the Guaranteed Party has no and shall have no right of remedy, recourse or recovery (whether at law or equity or in tort, contract or otherwise) against the Guarantors or any of any Guarantor’s Related Persons (as defined belowor any Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such Persons) (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee), in each case, whether by or through any Guarantor, Parent Parent, Merger Sub or otherwiseany other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veilveil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantors or any Related Person of any GuarantorGuarantor (or any Related Person of such Persons), or otherwise, except for (and, in each case, solely to the extent of) its rights against the Guarantors expressly provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and Retained Claims (as defined belowy) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount). (b) Recourse The recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at lawLaw, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) Related Persons against the Guarantors and any of Guarantor’s Related Persons (and any Related Person of such Related Persons) , and none of the Guarantors nor any Guarantor’s Related Persons (nor any Related Person of such Persons) will have any liability or obligation to any Person, in each case, in respect of any breaches, losses losses, damages, liabilities or damages obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, including in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent herewith or Merger Sub pursuant to the Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”)therewith. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shallshall cause its Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with,

Sole Remedy. (a) The Guaranteed Party Company hereby acknowledges and agrees that: (i) the sole cash asset that each of Parent is cash in a de minimis amountand Merger Sub have no assets as of the date hereof, and that no additional funds are expected the Company shall not have any right to cause 3 any monies to be contributed to Parent unless and until or Merger Sub by any current, former or prospective stockholder of Parent, Merger Sub or Guarantor or any of their respective Affiliates or any current, former or prospective officer, director, employee, general or limited partner, member or investor of the Acceptance Time or the Effective Time;foregoing. (iib) The Company hereby agrees that, except in the Guarantors case of fraud by the Guarantor, no Person other than the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or of, in connection with the Merger Agreementor relating to this Guarantee and that, this Limited Guarantee or the Equity Commitment Letter, or the transactions contemplated thereby or hereby, other than as expressly set forth herein or except in the Equity Commitment Letter; and (iii) it has no and case of fraud by the Guarantor, neither the Company nor any other Person shall have no any remedy, recourse or right of recovery hereunder against the Guarantors any current, former or prospective stockholder of Parent, Merger Sub or Guarantor or any of their respective Affiliates (other than Guarantor) or any current, former or prospective officer, director, employee, general or limited partner, member or investor of the foregoing (including of Guarantor’s Related Persons (as defined below), whether through any Guarantor, Parent Guarantor or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantors Guarantor or against any current, former or prospective stockholder of Guarantor or any Related Person of its Affiliates or any Guarantorcurrent, former or prospective officer, director, employee, general or limited partner, member or investor of the foregoing or otherwise, except for its rights against the Guarantors under this Limited Guarantee pursuant to the terms and subject to the conditions hereof and Retained Claims (as defined below). (bc) Recourse Except in the case of fraud by the Guarantor, recourse by the Company against the Guarantors Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all Company against the Guarantor or any of its Affiliates (as defined in the other than Parent and Merger AgreementSub) against the Guarantors and any of Guarantor’s Related Persons in respect of any breaches, losses liabilities or damages obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that, except in the case of fraud by the Guarantor, it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement (including by reason of the Financing Commitment related to the Equity Financing) or the transactions contemplated thereby, against the Guarantor or any of its Affiliates (other than Parent and Merger Sub), except for claims by the Company against the Guarantor under this Guarantee. Nothing set forth in this Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Company or shall confer or give, or shall be construed to confer or give, to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person in respect of or relating to any obligation or liability of the Guarantor arising out of, in connection with or relating to this Guarantee. (d) Except in the case of fraud by the Guarantor, the Company acknowledges and agrees that neither Parent nor Merger Sub shall have any liability to the Company in respect of any oral representations made or alleged to be made in connection therewith (other than any (a) remedies available pursuant to claims for monetary damages that the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available Company may bring against Parent or Merger Sub pursuant to or in connection with the Merger Agreement under or this Guarantee that are in an aggregate amount, together with all other such claims that have been brought by the terms Company against and subject paid by Parent and/or Merger Sub, all amounts paid by Parent pursuant to Section 7.2(e) of the Merger Agreement and all amounts paid pursuant to this Guarantee, in excess of the Maximum Amount, and that if the payment to the conditions thereof (clauses (aCompany of any judgment for monetary damages, when taken together with any amounts paid by Parent pursuant to Section 7.2(e) of the Merger Agreement and (b)any amounts paid pursuant to this Guarantee, collectivelywould cause the Maximum Amount to be exceeded, such judgment shall be paid only in such portion as would not cause the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shallMaximum Amount to be exceeded.