October 17, 2024 Zodiac Purchaser, L.L.C. c/o Silver Lake Alpine II, L.P. Menlo Park, CA 94025Equity Financing Commitment • November 25th, 2024 • Zuora Inc • Services-prepackaged software • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), Zodiac Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Zuora, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, Merger Sub shall merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Reference is also made to the Other Equity Commitment Letter of even date herewith delivered to Parent by Silver Lake Alpine II, L.P. (the “Other Equity Commitment Letter”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein. Hux
LIMITED GUARANTEE OF SILVER LAKE ALPINE II, L.P.Limited Guarantee • November 25th, 2024 • Zuora Inc • Services-prepackaged software • Delaware
LIMITED GUARANTEE, dated as of October 17, 2024 (this “Limited Guarantee”), by Silver Lake Alpine II, L.P. (the “Guarantor”), in favor of Zuora, Inc., a Delaware corporation (the “Guaranteed Party”).
Project Zodiac Amended and Restated Commitment LetterCommitment Letter • November 25th, 2024 • Zuora Inc • Services-prepackaged software
The Borrower and its subsidiaries on a consolidated basis taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for the period from the date hereof through the Maturity Date. I understand that “unreasonably small capital” depends upon the nature of the particular business or businesses conducted or to be conducted, and I have reached my conclusion based on the needs and anticipated needs for capital of the business conducted or anticipated to be conducted by the Borrower and its subsidiaries on a consolidated basis as reflected in the projected financial statements and in light of the anticipated credit capacity.
