Common use of Terms of the Investment Clause in Contracts

Terms of the Investment. The Transaction Symphony Technology Group and/or its designated affiliate (“STG”) and Xxxxxxx Associates, L.P., Manchester Securities Corp (“Manchester”), a wholly-owned subsidiary of Xxxxxxx Associates, L.P. and/or their designated affiliates (collectively, “Xxxxxxx”) would jointly finance the acquisition of XXX.Xxxxxxxx Corporation (“MSC”). STG’s investment would be in the form of Convertible Participating Preferred Equity (the “Preferred Stock”), Senior Convertible Subordinated Notes (the “Convertible Notes”) and vested xxxxx warrants (the “Vested Warrants” or the “Warrants”), issued in a newly formed acquisition vehicle (the “Company”). Xxxxxxx’x investment would be in a combination of the same series of Preferred Stock issued to STG and in Senior Subordinated Notes (the “Notes”). STG’s investment will be made in the form of cash in the amount of $100,000,000. Xxxxxxx’x investment will be made in the form of (i) the contribution of 6,060,058 shares of MSC common stock valued at the MSC acquisition price of $7.63 and (ii) cash in the amount of $49,761,757.46. In exchange for such contribution, (a) STG will receive $48.0 million in initial principal amount of Convertible Notes and $52.0 million in initial liquidation preference of Preferred Stock, and (b) Xxxxxxx will receive $48.0 million in initial principal amount of Notes and $48.0 million in initial liquidation preference of Preferred Stock. At closing, Xxxxxxx’x initial investment would constitute approximately 25.0% of the fully diluted equity of the Company, STG’s initial investment would constitute approximately 65.0% of the fully diluted equity of the Company, and the management option pool referred to below would constitute 10% of the fully-diluted equity of the Company (in each case determined after giving effect to the Warrants). The Preferred Stock, Convertible Notes and Notes will be issued pursuant to a contribution and purchase agreement in customary form. Closing Concurrent with the closing of the acquisition of MSC by the Company.

Terms of the Investment. The Transaction Symphony Technology Group and/or its designated affiliate affiliates (collectively, “STG”) and Xxxxxxx Associates, L.P., Manchester Securities Corp (“Manchester”), a wholly-owned subsidiary of Xxxxxxx Associates, L.P. and/or their designated affiliates (collectively, “Xxxxxxx”) would jointly finance the acquisition of XXX.Xxxxxxxx Corporation (“MSC”)) for an acquisition price of $8.40 per share of MSC common stock. STG’s investment would be in the form of Convertible Participating Preferred Equity (the “Preferred Stock”), Senior Convertible Subordinated Notes (the “Convertible Notes”) and vested xxxxx warrants (the “Vested Warrants” or the “Warrants”), in each case issued in a newly formed acquisition vehicle by Maximus Holdings Inc. (the “Company”). Xxxxxxx’x investment would be in a combination of the same series of Preferred Stock issued to STG and in Senior Subordinated Notes (by the “Notes”)Company. STG’s investment will be made in the form of cash in the amount of $100,000,000106.51 million. Xxxxxxx’x investment will be made in the form of (i) the contribution of 6,060,058 shares of MSC common stock valued at the MSC acquisition price of $7.63 8.40 and (ii) cash in the amount of $49,761,757.4629.60 million. In exchange for such contribution, (a) STG will receive $48.0 million in initial principal amount of Convertible Notes and $52.0 106.51 million in initial liquidation preference of Preferred Stock, and (b) Xxxxxxx will receive $48.0 million in initial principal amount of Notes and $48.0 80.50 million in initial liquidation preference of Preferred Stock. At The amounts to be invested by STG and Xxxxxxx (and associated initial liquidation preference of Preferred Stock received) are subject to adjustment as described in “Funding Changes” below. In any case, at closing, Xxxxxxx’x initial investment would constitute approximately 25.032.3% of the fully diluted equity of the Company, STG’s initial investment would constitute approximately 65.057.7% of the fully diluted equity of the Company, and the management option pool referred to below would constitute 1010.0% of the fully-diluted equity of the Company (in each case determined after giving effect to the Warrants). It is contemplated that each component of the 57.7%/32.3%/10.0% split referenced above and throughout this term sheet may be diluted in STG’s discretion by up to 1.5% in connection with the issuance of at-market warrants to mezzanine debt providers. The Preferred Stock, Convertible Notes and Notes Stock will be issued pursuant to a contribution and purchase agreement in customary form. Closing Concurrent with the closing of the acquisition of MSC by the Company.