Equity Financing Commitment Sample Contracts

August 11, 2020
Equity Financing Commitment • August 12th, 2020 • Liu Tony • Biological products, (no disgnostic substances) • Delaware
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RESORTS WORLD OMNI, LLC
Equity Financing Commitment • September 24th, 2019 • Empire Resorts Inc • Retail-eating & drinking places • Delaware

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Hercules Topco LLC, a Delaware limited liability company (“Parent”), Hercules Merger Subsidiary Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) and Empire Resorts, Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, Merger Sub will be merged with and into the Company with the Company being the surviving entity of such merger (the “Merger”). Capitalized terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement, except as otherwise provided herein. This letter is being delivered by Resorts World Omni, LLC, a Delaware limited liability company (“Investor), to Parent in connection with the execution of the Merger Agreement. Concurrently with the delivery of thi

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CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY December 16, 2024 Wildcat EGH Holdco, L.P. c/o Silver Lake Partners Menlo Park, CA 94025 c/o Wildcat OpCo Holdco, L.P. c/o Silver Lake Partners Menlo Park, CA 94025
Equity Financing Commitment • December 20th, 2024 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

Reference is made to the Agreement and Plan of Merger, dated as of April 2, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Wildcat EGH Holdco, L.P., a Delaware limited partnership (“Holdco Parent”), Wildcat OpCo Holdco, L.P., a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), Wildcat PubCo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco Parent (“Company Merger Sub”), Wildcat Manager Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Company Merger Sub (“Manager Merger Sub”), Wildcat OpCo Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of OpCo Parent (“OpCo Merger Sub” and, together with Company Merger Sub and Manager Merger Sub, the “Merger Subs” and each, a “Merger Sub”), Endeavor Group Holdings, Inc., a Delawar

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STRICTLY CONFIDENTIAL
Equity Financing Commitment • May 25th, 2022 • Musk Elon • Services-computer programming, data processing, etc. • Delaware
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CONFIDENTIAL September 13, 2024 Wildcat EGH Holdco, L.P. c/o Silver Lake Partners Menlo Park, CA 94025 c/o Wildcat OpCo Holdco, L.P. c/o Silver Lake Partners Menlo Park, CA 94025
Equity Financing Commitment • September 23rd, 2024 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

Reference is made to the Agreement and Plan of Merger, dated as of April 2, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Wildcat EGH Holdco, L.P., a Delaware limited partnership (“Holdco Parent”), Wildcat OpCo Holdco, L.P., a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), Wildcat PubCo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco Parent (“Company Merger Sub”), Wildcat Manager Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Company Merger Sub (“Manager Merger Sub”), Wildcat OpCo Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of OpCo Parent (“OpCo Merger Sub” and, together with Company Merger Sub and Manager Merger Sub, the “Merger Subs” and each, a “Merger Sub”), Endeavor Group Holdings, Inc., a Delawar

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October 17, 2024 Zodiac Purchaser, L.L.C. c/o Silver Lake Alpine II, L.P. Menlo Park, CA 94025
Equity 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

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Hildred Perennial Partners I, LP Hildred Capital Co-Invest-REBA, LP Hildred Equity Partners III, LP Hildred Equity Partners III-A Hildred Equity Partners II, LP Hildred Equity Associates II, LP Hildred Equity Partners II-FR, LP Hildred Equity Partners...
Equity Financing Commitment • December 12th, 2024 • Crown Laboratories, Inc. • Pharmaceutical preparations

This letter agreement sets forth the commitment of Hildred Perennial Partners I, LP, Hildred Capital Co-Invest-REBA, LP, Hildred Equity Partners III, LP, Hildred Equity Partners III-A, LP, Hildred Equity Partners II, LP, Hildred Equity Associates II, LP, Hildred Equity Partners II-FR, LP and Hildred Equity Partners II-A, LP, each a Delaware limited partnership (each of the foregoing, an “Investor” and collectively, the “Investors”), subject to the terms and conditions hereof, to, directly or indirectly, purchase equity or debt securities of Crown Laboratories, Inc., a Delaware corporation (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and between among Parent, Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), Merger Sub shall commence a tender offer to purchase all of the o

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November 28, 2017 Melinta Therapeutics, Inc. New Haven, CT 06511
Equity Financing Commitment • January 9th, 2018 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • Delaware

Reference is made to that certain Purchase and Sale Agreement, dated as of the date hereof (as amended, supplemented or modified from time to time, the “Purchase Agreement”), by and among Melinta Therapeutics, Inc., a Delaware Corporation (“Buyer”), and The Medicines Company, a Delaware corporation (“Seller Parent”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, on the Closing Date, Seller Parent will sell, and cause the other Sellers to sell, to Buyer, and Buyer will purchase, the Business through the purchase from Sellers of all of the Acquired Assets, consisting of the Transferred Shares and Transferred Assets, and Buyer will assume the Assumed Liabilities (together with the other transactions contemplated by the Purchase Agreement and the transactions contemplated by the Ancillary Agreements upon the terms and conditions set forth herein and therein, the “Transactions”). Except as otherwise set forth herein, capitalized terms

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February 5, 2013 Denali Holding Inc. c/o Silver Lake Partners Menlo Park, CA 94025
Equity Financing Commitment • March 29th, 2013 • Dell Inc • Electronic computers • Delaware

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Denali Holding Inc., a Delaware corporation (“Parent”), Denali Intermediate Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), Denali Acquiror Inc., a Delaware corporation and a wholly-owned subsidiary of Intermediate (“Merger Sub”, and together with Parent and Intermediate, the “Parent Parties”), and Dell Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The party listed on Schedule A hereto is referred to herein as the “MSDC Investor.” This letter is being delivered by the MSDC Investor to Parent in connection with the execution o

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November 28, 2017 Melinta Therapeutics, Inc. Suite 301 New Haven, CT 06511
Equity Financing Commitment • December 1st, 2017 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • Delaware

Reference is made to that certain Purchase and Sale Agreement, dated as of the date hereof (as amended, supplemented or modified from time to time, the “Purchase Agreement”), by and among Melinta Therapeutics, Inc., a Delaware Corporation (“Buyer”), and The Medicines Company, a Delaware corporation (“Seller Parent”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, on the Closing Date, Seller Parent will sell, and cause the other Sellers to sell, to Buyer, and Buyer will purchase, the Business through the purchase from Sellers of all of the Acquired Assets, consisting of the Transferred Shares and Transferred Assets, and Buyer will assume the Assumed Liabilities (together with the other transactions contemplated by the Purchase Agreement and the transactions contemplated by the Ancillary Agreements upon the terms and conditions set forth herein and therein, the “Transactions”). Except as otherwise set forth herein, capitalized terms

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Thoma Bravo Fund XIV, L.P. 600 Montgomery Street, 20th Floor San Francisco, CA 94111 June 27, 2021
Equity Financing Commitment • August 2nd, 2021 • Qad Inc • Services-prepackaged software • Delaware

This letter agreement (this “Agreement”) sets forth the commitment of Thoma Bravo Fund XIV, L.P., a Delaware limited partnership (the “Investor”), subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by Paragraph 4 of this Agreement to purchase, directly or indirectly, equity securities of Project Quick Parent, LLC, a Delaware limited liability company (“Parent”), at or immediately prior to the Closing. It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Project Quick Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and QAD Inc., a Delaware corporation (the “Company”), Parent shall acquire the Company through the merger of Merger Sub with and into the Company. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to t

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February 17, 2012
Equity Financing Commitment • February 28th, 2012 • Atlas Merger Subsidiary, Inc. • Services-management consulting services

This letter agreement sets forth the commitment of each of the parties set forth on Exhibit A attached hereto (the “Investors”), subject to the terms and conditions hereof, to purchase membership interests of Salient Solutions, LLC, a Delaware limited liability company (“Investor LLC”), and Investor LLC’s commitment, subject to the terms and conditions hereof, to purchase shares of Salient Solutions, Inc. (“Holdco”) and Holdco’s commitment, subject to the terms and conditions hereof, to purchase shares of Parent (as defined below). It is contemplated that pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), to be dated on or about February 21, 2012, among Salient Federal Solutions, Inc., a Delaware corporation and direct subsidiary of Holdco (“Parent”), Atlas Merger Subsidiary, Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”) and ATS Corporation, a Delaware corporation (the “Company”), Parent shall acquire the Company through a cash tender o

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August 6, 2020 CONFIDENTIAL
Equity Financing Commitment • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance

Reference is made to the Agreement and Plan of Merger attached hereto as Annex I (the “Merger Agreement”), dated as of the date hereof, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (“Company”), Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares, and Yoga Merger Sub Limited, a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein without definition shall have the meanings given to them in the Merger Agreement.

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February 22, 2023 IR Parent, LLC c/o Centerbridge Partners, L.P. New York, NY 10152 c/o GIC Real Estate, Inc. New York, NY 10017 Re: Equity Financing Commitment Ladies and Gentlemen:
Equity Financing Commitment • February 23rd, 2023 • CCP SBS Gp, LLC • Real estate • Maryland

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 IR Parent, LLC, a Delaware limited liability company (“Parent”), IR Merger Sub II, Inc., a Maryland corporation and wholly owned subsidiary of Parent (“Merger Sub”), and INDUS Realty Trust, Inc., a Maryland corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger. Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The persons listed on Schedule A hereto are collectively referred to herein as the “Investors.” This letter is being delivered by the Investors to Parent in connection with the execution of the Merger Agreement.

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MADISON DEARBORN CAPITAL PARTNERS VIII-A, L.P. MADISON DEARBORN CAPITAL PARTNERS VIII-C, L.P. MADISON DEARBORN CAPITAL PARTNERS VIII EXECUTIVE-A, L.P. CHICAGO, IL 60602 July 12, 2020
Equity Financing Commitment • July 24th, 2020 • Daylight Beta, Corp. • Insurance agents, brokers & service

This letter agreement sets forth the commitment of Madison Dearborn Capital Partners VIII-A, L.P, Madison Dearborn Capital Partners VIII-C, L.P., Madison Dearborn Capital Partners VIII Executive-A, L.P., each a Delaware limited partnership (each of the foregoing, an “Investor” and collectively, the “Investors”), subject to the terms and conditions hereof, to, directly or indirectly, purchase equity securities of Daylight Beta Parent Corp., a Delaware corporation (“Parent”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Daylight Beta Corp., a Delaware corporation and Benefytt Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Merger Agreement.

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Meridian BidCo LLC c/o K1 Investment Management, LLC 875 Manhattan Beach Blvd. Manhattan Beach, CA 90266
Equity Financing Commitment • May 24th, 2024 • Meridian BidCo LLC • Services-prepackaged software

This letter agreement (this “Agreement”) sets forth the commitment of K5 Private Investors, L.P., a Delaware limited partnership (the “Investor”), to, subject to the terms and conditions hereof, purchase, or cause an assignee permitted by Section 4 of this Agreement to purchase, equity securities of Meridian BidCo LLC, a Delaware limited liability company (“BidCo”), in connection with the proposed acquisition by BidCo of the entire issued and to be issued share capital of MariaDB plc, an Irish public limited company, pursuant to a takeover offer substantially on the terms, and subject to the conditions, set forth in the draft Rule 2.7 Announcement (the “Announcement”) set forth on the Schedule hereto (save for any amendments approved by or on behalf of the Investor or any of its Affiliates). Capitalized terms used but not defined herein have the meanings ascribed to them in the Announcement, unless the context requires otherwise. The Investor acknowledges that BidCo may, with the conse

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June 16, 2021 Ambience Parent, Inc. c/o Hellman & Friedman LLC San Francisco, CA 94105
Equity 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

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Providence Equity Partners VI L.P. Providence Equity Partners VI-A L.P. c/o Providence Equity L.L.C. Nine West 57th Street, Suite 4700 New York, NY 10019
Equity Financing Commitment • April 18th, 2011 • Sra International Inc • Services-computer programming, data processing, etc.

This letter agreement sets forth the commitment of Providence Equity Partners VI L.P. and Providence Equity Partners VI-A L.P., each a Delaware limited partnership (collectively, the “Investors”), subject to the terms and conditions hereof, to purchase equity interests of Sterling Parent Inc., a Delaware corporation (“Parent”), in connection with the acquisition (the “Acquisition”) of SRA International, Inc., a Delaware corporation (the “Company”), through the merger of Sterling Merger Inc., a Delaware corporation (“Merger Sub”), with and into the Company pursuant to the Agreement and Plan of Merger, dated as of the date hereof, among Parent, the Company and Merger Sub (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

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AVISTA CAPITAL PARTNERS III, L.P. AVISTA CAPITAL PARTNERS (OFFSHORE) III, L.P. 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 April 29, 2013
Equity Financing Commitment • May 10th, 2013 • ACP Tower Holdings, LLC • Radio & tv broadcasting & communications equipment

This letter agreement sets forth the commitment of Avista Capital Partners (Offshore) III, L.P., a Bermuda exempted limited partnership, and Avista Capital Partners III, L.P., a Delaware limited partnership (collectively, the “Investors”), subject to the terms and conditions hereof, to purchase equity securities of ACP Tower Holdings, LLC, a Delaware limited liability company (the “Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among, Parent, Telular Corporation, a Delaware corporation (the “Company”), and ACP Tower Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”). Merger Subsidiary will commence a tender offer (as it may be amended from time to time as permitted under the Merger Agreement, the “Offer”) to purchase all the outstanding shares of Company Stock at the Offer Price, net to the seller in cash, without interest and less any applicab

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Paine Schwartz Food Chain Fund VI, L.P. New York, NY 10017
Equity Financing Commitment • December 21st, 2022 • AgroFresh Solutions, Inc. • Agricultural chemicals

This letter agreement (this “Agreement”) sets forth the commitment of Paine Schwartz Food Chain Fund VI, L.P., a Cayman Islands limited partnership (the “Investor”), subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by paragraph 3 of this Agreement to purchase, directly or indirectly, equity securities of Project Cloud Holdings, LLC, a Delaware limited liability company (“Parent”), at or immediately prior to the Closing. It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Project Cloud Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), Parent shall acquire the Company through the merger of Merger Sub with and into the Company. Capitalized terms used but not otherwise defined herei

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November 8, 2015 Rhombus Cinema Holdings, LLC c/o Rizvi Traverse Management LLC Beverly Hills, CA 90212 Re: Equity Financing Commitment Ladies and Gentlemen:
Equity Financing Commitment • November 27th, 2015 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware

This letter agreement sets forth the commitment of Rizvi Opportunistic Equity Fund III, L.P. (the “Fund”), subject to the terms and conditions contained herein, to purchase certain securities of Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of the date hereof, by and among RealD Inc., a Delaware corporation (the “Company”), Purchaser and Rhombus Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Purchaser (“Merger Sub”), Merger Sub will be merged with and into the Company, with the Company being the surviving entity of such merger and a wholly owned subsidiary of Purchaser. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Agreement.

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January 10, 2013 Symphony Investors LLC c/o Cerberus Capital Management, L.P. Re: Equity Financing Commitment Ladies and Gentlemen:
Equity Financing Commitment • January 25th, 2013 • Supervalu Inc • Retail-grocery stores • New York

Reference is made to the Tender Offer Agreement, dated as of the date hereof (as amended or modified from time to time in accordance with its terms and the terms of the Investor Agreement (as defined below), the “TOA”), by and among Symphony Investors LLC, a Delaware limited liability company (the “Offeror”), SUPERVALU INC., a Delaware corporation (“SVU”), and, solely for purposes of Section 2.09, Section 2.10 and Section 5.04 of the TOA, Cerberus Capital Management, L.P. (“Cerberus”). Capitalized or other terms used and not defined herein but defined in the TOA shall have the meanings ascribed to them in the TOA. This letter agreement is being delivered by each “Equity Investor” set forth on Annex A (each an “Equity Investor”, and, collectively, the “Equity Investors”) and, solely for purposes of Section 10, by each “Sponsor” set forth on Annex A (each, a “Sponsor”), to the Offeror in connection with the execution of the TOA. Concurrently with the execution of this letter agreement, t

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February 5, 2013 Denali Holding Inc. c/o Silver Lake Partners Menlo Park, CA 94025
Equity Financing Commitment • March 29th, 2013 • Dell Inc • Electronic computers • Delaware

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Denali Holding Inc., a Delaware corporation (“Parent”), Denali Intermediate Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), Denali Acquiror Inc., a Delaware corporation and a wholly-owned subsidiary of Intermediate (“Merger Sub”, and together with Parent and Intermediate, the “Parent Parties”), and Dell Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein individually as an “Equity Investor” and collectively as the “Equity Investors.” This letter is being de

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Sterling Capital Partners IV, L.P. Chicago, Illinois 60611
Equity Financing Commitment • November 15th, 2013 • Innotrac Corp • Services-business services, nec • Georgia

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended or otherwise modified from time to time, the “Merger Agreement”), by and among Innotrac Corporation, a Georgia corporation (the “Company”), Blue Eagle Holdings, L.P., a Delaware limited partnership (“Parent”), and Blue Eagle Acquisition Sub, Inc., a Georgia corporation (“Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.

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AE Industrial Partners Fund I, L.P. AE Industrial Partners Fund I-A, L.P. AE Industrial Partners Fund I-B, L.P. Boca Raton, FL 33431 July 31, 2017
Equity Financing Commitment • August 1st, 2017 • Cdi Corp • Services-help supply services

This letter agreement (this “Agreement”) sets forth the commitment of AE Industrial Partners Fund I, L.P., AE Industrial Partners Fund I-A, L.P. and AE Industrial Partners Fund I-B (each, an “Investor” and collectively, the “Investors”), subject to the terms and conditions hereof, to purchase, or cause an assignee to purchase, directly or indirectly, equity securities of Nova Parent, LLC, a Delaware limited liability company (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of the date hereof, among Parent, CDI Corp., a Pennsylvania corporation (the “Company”), and Nova Merger Sub, Inc., a Pennsylvania corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Parent shall acquire the Company, through the merger of Merger Sub with and into the Company. This Agreement is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used

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June 8, 2016
Equity Financing Commitment • June 10th, 2016 • Apollo Management Holdings GP, LLC • Deep sea foreign transportation of freight • New York

This letter agreement (this “Agreement”) sets forth the commitment of the entities listed on Exhibit A hereto (each such entity being an “Investor”) to purchase, or cause an assignee permitted by paragraph 2 of this Agreement to purchase, equity securities of Genco Shipping & Trading Limited, a Marshall Islands corporation (“Genco”), at or immediately prior to the closing (the “Closing”) of a private placement of equity securities of Genco (the “Private Placement”) on the terms and conditions set forth herein and such other terms and conditions as are satisfactory to each Investor in its sole discretion. The Investor acknowledges and agrees that the Private Placement will be a private placement under the Securities Act of 1933, as amended, for which the investor will give customary representations and warranties.

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December 21, 2016 Tokai Pharmaceuticals, Inc. Boston, MA 02109 Attn: Jodie Morrison
Equity Financing Commitment • December 22nd, 2016 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • New York

Reference is made to that certain Share Purchase Agreement (the “Share Purchase Agreement”), dated as of December 21, 2016, by and among Tokai Pharmaceuticals, Inc. (“Tokai”), Otic Pharma, Ltd. (“Otic”) and the Shareholders of Otic (the “Shareholders”) pursuant to which Tokai will purchase from the Shareholders, and the Shareholders will sell to Tokai, 100% of the outstanding share capital of Otic, thereby making Otic a wholly-owned subsidiary of Tokai (the “Acquisition”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Share Purchase Agreement.

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EAST ASSET MANAGEMENT, LLC
Equity Financing Commitment • June 2nd, 2022 • Manning & Napier, Inc. • Investment advice • Delaware

This letter agreement sets forth the commitment of East Asset Management, LLC (“Investor”) to contribute, or cause the contribution of, that certain amount of equity financing to Callodine MidCo, Inc., a Delaware corporation (“Parent”), on the terms and subject to the conditions set forth herein. It is contemplated that, pursuant to that certain Agreement and Plan of Merger (as amended, restated, supplemented and/or otherwise modified from time to time, the “Merger Agreement”), dated as of March 31, 2022, by and among Parent, a Delaware corporation, Callodine Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Corp Merger Sub”), Callodine Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Corp Merger Sub (“LLC Merger Sub,” and together with Corp Merger Sub, the “Merger Subs”), Manning & Napier, Inc., a Delaware corporation (the “Company”), and Callodine Merger Sub, LLC, a Delaware limited liability company

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April 10, 2018 CONFIDENTIAL
Equity Financing Commitment • April 11th, 2018 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This letter agreement amends and restates in its entirety the prior letter agreement, dated as of March 1, 2018, between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and Vintage Capital Management LLC (“Vintage”) pursuant to which Vintage agreed to backstop the Company’s rights offering (the “Rights Offering”). Pursuant to the Rights Offering, the Company distributed to all of its common shareholders (“Common Shareholders”) at no charge one purchase right (each a “Right”) per share of common stock (“Common Stock”) of the Company outstanding and held of record as of March 15, 2018 (the “Record Date”).

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August 27, 2023
Equity Financing Commitment • September 14th, 2023 • Healthspan Merger Sub, Inc. • Pharmaceutical preparations

This letter agreement (this “Agreement”) sets forth the commitment of L Catterton X, L.P., a Delaware limited partnership, and L Catterton X Offshore, L.P., a Cayman Islands exempted limited partnership (each, together with their successors, an “Investor” and, collectively, the “Investors”), on the terms, and subject to the conditions, set forth herein, to purchase, or cause to be purchased, directly or indirectly, equity or debt securities of Healthspan Buyer, LLC, a Delaware limited liability company (“Parent”), at or immediately prior to the Closing. It is contemplated that pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Thorne HealthTech, Inc., a Delaware corporation (the “Company”), Parent and Healthspan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), Purchaser

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STRICTLY CONFIDENTIAL
Equity Financing Commitment • May 5th, 2022 • Musk Elon • Services-computer programming, data processing, etc. • Delaware
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April 30, 2022
Equity Financing Commitment • May 2nd, 2022 • Ma Baoli • Services-computer processing & data preparation • New York

Reference is made to the Agreement and Plan of Merger, dated on or about the date hereof (as may be amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Multelements Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Diversefuture Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and BlueCity Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to

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April 26, 2011 Saleen Holdings, Inc. c/o Silver Lake Partners 9 West 57th Street, 32nd Floor New York, NY 10019 and c/o Silver Lake Sumeru 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 Re: Equity Financing Commitment Ladies and Gentlemen:
Equity Financing Commitment • May 25th, 2011 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Saleen Holdings, Inc., a Cayman Islands exempted company (“Parent”), Saleen Acquisition, Inc., a Cayman Islands exempted company (“Merger Sub”), and SMART Modular Technologies (WWH), Inc., a Cayman Islands exempted company (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein as the “Investors.” This letter is being delivered by the Investors to Parent in connection with the execution of the Merger Agreement.

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STRICTLY CONFIDENTIAL
Equity Financing Commitment • May 9th, 2022 • Saud H R H Prince Alwaleed Bin Talal Bin Abdulaziz Al • Services-computer programming, data processing, etc. • Delaware
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CONFIDENTIAL EXECUTION VERSION
Equity Financing Commitment • May 15th, 2012 • Wok Acquisition Corp. • Retail-eating places • Delaware

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) by and among Wok Parent LLC, a Delaware limited liability company (“Parent”), Wok Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and P.F. Chang’s China Bistro, Inc., a Delaware corporation (the “Company”), pursuant to which Purchaser will make a tender offer (as it may be amended from time to time as permitted under the Merger Agreement, the “Offer”) to purchase all the outstanding Shares at the Offer Price, net to the seller thereof in cash, and, regardless of whether or not the Offer is completed, will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”), all on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms herein used but not defined shall have the meanings ascribed to them in the Merger Agreement. Th

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