0001193125-24-269931 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • New York

FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of November 29, 2024, among TechTarget, Inc., a Delaware corporation (the “Company”) and Toro CombineCo, Inc. (the “Successor Company”), and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), a national banking corporation, as trustee (the “Trustee”).

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CREDIT AGREEMENT dated as of December 2, 2024 among TORO COMBINECO, INC. as the Borrower, THE LENDERS PARTY HERETO, and INFORMA GROUP HOLDINGS LIMITED, as Administrative Agent
Credit Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • New York

CREDIT AGREEMENT, dated as of December 2, 2024, among Toro CombineCo, Inc. (to be renamed TechTarget, Inc.), a Delaware corporation (the “Borrower”), the LENDERS party hereto and INFORMA GROUP HOLDINGS LIMITED, as Administrative Agent.

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Dated as of December 2, 2024 INFORMA GROUP LIMITED and TECHTARGET, INC. TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • Delaware

THIS TRANSITIONAL SERVICES AGREEMENT (this “Agreement”), dated as of December 2, 2024 (the “Effective Date”), is made by and between TECHTARGET, INC. (formerly known as TORO COMBINECO, INC.), a Delaware corporation (“Recipient”), and Informa GROUP LIMITED, a private company organized under the laws of England and Wales (“Provider”) (each a “Party”, and together the “Parties”).

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Dated as of December 2, 2024 TECHTARGET, INC. INFORMA PLC and INFORMA US HOLDINGS LIMITED STOCKHOLDERS AGREEMENT
Stockholders Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • Delaware

THIS STOCKHOLDERS AGREEMENT, dated as of December 2, 2024 (as hereafter amended from time to time, this “Agreement”), is made by and among INFORMA PLC, a public limited company organized under the laws of England and Wales (“Ivory Parent”), INFORMA US HOLDINGS LIMITED, a private company organized under the laws of England and Wales and an indirect, wholly owned subsidiary of Ivory Parent (“Ivory”), and TECHTARGET, INC., a Delaware corporation, formerly known as TORO COMBINECO, INC. (the “Company,” and together with Ivory Parent and Ivory, the “Parties”).

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Dated as of December 2, 2024 INFORMA GROUP LIMITED and TECHTARGET, INC. REVERSE TRANSITIONAL SERVICES AGREEMENT
Reverse Transitional Services Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • Delaware

THIS REVERSE TRANSITIONAL SERVICES AGREEMENT (this “Agreement”), dated as of December 2, 2024 (the “Effective Date”), is made by and between TECHTARGET, INC. (formerly known as TORO COMBINECO, INC.), a Delaware corporation (“Provider”), and INFORMA GROUP LIMITED, a private company organized under the laws of England and Wales (“Recipient”) (each a “Party”, and together the “Parties”).

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Dated as of December 2, 2024 TECHTARGET, INC. as Corporation and INFORMA US HOLDINGS LIMITED as Ivory Holder REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • Delaware

THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 2, 2024 (this “Agreement”), is made by and between TECHTARGET, INC. (f/k/a TORO COMBINECO, INC.), a Delaware corporation (the “Corporation”), on the one hand, and INFORMA US HOLDINGS LIMITED, a private company organized under the laws of England and Wales (the “Ivory Holder”), on the other hand.

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THIS BRAND LICENSE AGREEMENT is dated December 2, 2024 (this “Agreement”). PARTIES RECITALS AGREED TERMS
Brand License Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications
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THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made on the December 2, 2024. BETWEEN:
Restrictive Covenant Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • Massachusetts
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Dated as of December 2, 2024 TECHTARGET, INC. and INFORMA GROUP LIMITED COMMERCIAL COOPERATION AGREEMENT
Commercial Cooperation Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • England and Wales

THIS COMMERCIAL COOPERATION AGREEMENT (this “Agreement”), dated as of December 2, 2024 (the “Effective Date”), is made by and between TECHTARGET, INC., (formerly known as TORO COMBINECO, INC. or the “Corporation”) a Delaware corporation, , headquartered at 275 Grove Street, Newton, MA 02466 (“TechTarget”), and INFORMA GROUP LIMITED, a private company organized under the laws of England and Wales, with company number 03099067 whose registered office is at 5 Howick Place, London (“Informa”) (each a “Party”, and together the “Parties”).

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Dated as of December 2, 2024 TECHTARGET, INC. INFORMA PLC INFORMA USA, INC. INFORMA TECH LLC and INFORMA INTREPID HOLDINGS INC. TAX MATTERS AGREEMENT
Tax Matters Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • Delaware

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of December 2, 2024 is made by and among TECHTARGET, INC., a Delaware corporation, formerly known as TORO COMBINECO, INC. (“NewCo”), INFORMA USA, INC., a Massachusetts corporation (“RemainCo”), INFORMA PLC, a public limited company organized under the laws of England and Wales (“Ivory Parent”), INFORMA TECH LLC, a Delaware limited liability company (“SpinCo”), and INFORMA INTREPID HOLDINGS INC., a Delaware corporation (“Bluefin” and, together with NewCo, RemainCo, Ivory Parent, and SpinCo, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

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THIS DATA SHARING AGREEMENT is dated December 2, 2024 (this “Agreement”). PARTIES each a “party” and together the “parties”. RECITALS AGREED TERMS
Data Sharing Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications • England and Wales
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THIS SECONDMENT AGREEMENT (this “Agreement”) is made on the December 2, 2024 BETWEEN:
Secondment Agreement • December 3rd, 2024 • TechTarget, Inc. • Telegraph & other message communications
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