June 16, 2021 Ambience Parent, Inc. c/o Hellman & Friedman LLC San Francisco, CA 94105Equity Financing Commitment • June 22nd, 2021 • Ambience Merger Sub, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
Reference is made to (i) that certain letter agreement, dated as of May 6, 2021 (the “Prior Agreement”), by and among the Persons set forth on Schedule A thereto and Ambience Parent, Inc., a Delaware corporation (“Parent”) and (ii) that certain Amended and Restated Agreement and Plan of Merger, dated as of the date hereof (as amended or otherwise modified from time to time, the “A&R Merger Agreement”), by and among Ambience Parent, Inc., a Delaware corporation (“Parent”), Ambience Merger Sub, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Parent (“Merger Sub”), and At Home Group Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, it is contemplated that Parent shall acquire 100% of the equity interests of the Company through (i) a cash tender offer and (ii) a merger in which Merger Sub will be merged with and into the Company, with the Company being the surviving corporation. Capitalized
AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • June 22nd, 2021 • Ambience Merger Sub, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
THIS AMENDED AND RESTATED LIMITED GUARANTEE, dated as of June 16, 2021 (this “Limited Guarantee”), is made by Hellman & Friedman Capital Partners IX, L.P., Hellman & Friedman Capital Partners IX (Parallel), L.P., HFCP IX (Parallel - A), L.P., H&F Executives IX, L.P., H&F Executives IX-A, L.P., H&F Associates IX 2021, L.P., Hellman & Friedman Capital Partners X, L.P., Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. (each, a “Guarantor” and, collectively, the “Guarantors”), in favor of At Home Group Inc., a Delaware corporation (the “Guaranteed Party”). This Limited Guarantee amends, restates, supersedes and replaces in its entirety that certain limited guarantee, dated as of May 6, 2021, by the guarantors thereunder in favor of the Guaranteed Party. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the A&R Merger Agreement.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 22nd, 2021 • Ambience Merger Sub, Inc. • Retail-home furniture, furnishings & equipment stores • New York
In connection with your consideration of a possible negotiated transaction involving At Home Group Inc. (together with all its subsidiaries, the "Company") and Hellman & Friedman Advisors LLC ("you") (such possible transaction between the Company and you, the "Transaction"), the Company is prepared to make available to you certain non-public, confidential or proprietary information concerning the Company. The execution and delivery by you of this letter agreement (this "Agreement") is a condition to such information being furnished to you.
