EXECUTION VERSIONEquity Commitment Letter • August 13th, 2018 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among The Dun & Bradstreet Corporation, a Delaware corporation (the “Company"), Star Parent, L.P., a Delaware limited partnership (“Parent”) and Star Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company as the surviving corporation (the “Merger”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. Cannae Holdings, Inc., a Delaware corporation, is referred to herein as the “Equity Investor.” This letter is being delivered by the Equity Investor to Parent in connection with the execution of the Merger Agreement.
EXECUTION VERSIONMerger Agreement • August 13th, 2018 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among The Dun & Bradstreet Corporation, a Delaware corporation (the “Company), Star Parent, L.P., a Delaware limited partnership (“Parent”) and Star Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company as the surviving corporation (the “Merger”), and to that certain Equity Commitment Letter, dated as of the date hereof, by and among Cannae Holdings, Inc., a Delaware corporation (the “Equity Investor”) and Parent (the “Equity Commitment Letter”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. This letter is being delivered by the Equity Investor to Parent in connection with the execution of the Merger Agreement
LIMITED GUARANTEELimited Guarantee • August 13th, 2018 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
LIMITED GUARANTEE, dated as of August 8, 2018 (this “Limited Guarantee”), by Cannae Holdings, Inc., a Delaware corporation (the “Guarantor”), in favor of The Dun & Bradstreet Corporation, a Delaware corporation (the “Guaranteed Party”).
