Common use of Commitment Clause in Contracts

Commitment. Each Investor hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.

Commitment. Each Investor hereby commitsIn connection with the execution of the Purchase Agreement, severally and not jointlyBuyer has received separate equity commitment letters, on each dated the terms and subject to the conditions set forth hereindate hereof (each, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its a “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Co-Sponsor Equity Commitment Letters Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (as defined below)such persons, collectively, the “CommitmentsCo-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used solely for by Buyer to consummate the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the ClosingTransaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent purchase of) at the Closing shall equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not be conditioned less than the amount set forth next to the Sponsor’s name on Schedule A (the availability “Commitment”), for the purpose of any cash providing a portion of the Companycash required to fund a portion of, and the Commitments, together with the Debt FinancingCo-Sponsor Equity Commitments, shall be sufficient to fund providing all amounts of the cash required to be paid by Parent at fund, the Closing pursuant Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parentcontrary contained herein, in any no event shall the aggregate liability of Sponsor hereunder exceed the amount in excess of such Investor’s the Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor Sponsor may effect the purchase of equity securities of Parent the Buyer Securities directly or indirectly through one or more Affiliates affiliated entities or an entity managed other co-investors designated by it and may structure the funding of such amounts into Buyer through one or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13more intermediate entities; providedhowever, that no such action shall will reduce the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor Sponsor under this letter agreement except agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the extent any such AffiliateTransaction, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant toDebt Financing, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any no such reduction shall only occur simultaneously with (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementTransaction.

Commitment. Each Investor hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchasepurchase of, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A attached hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Co-Lead Investors pursuant to the Other Co-Lead Equity Commitment Letters (as defined below)Letter, and the value of the Rollover Shares contributed in accordance with the Support Agreements, collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement allowing Parent to fund, together with the net proceeds of the Debt Financing, a portion of the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including Agreement and related fees, costs and expenses required in connection with the consummation of the Transactions, to be paid by Parent at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment that is able to make the representations and warranties set forth in Section 1313 hereof; and each of the Investors, TopCo, HoldCo, Intermediate and Parent agree and acknowledge that such purchase shall be effected in part by Intermediate’s subscription for equity securities of Parent; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills funds any portion of such obligation; providedamount. Without limiting the foregoing, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced solely to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expensesexpenses required to be paid by Parent at the Closing); provided, that if Parent does not require all of the Commitments in order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs and expenses required to be paid by Parent at the Closing), any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Co-Lead Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of and the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.

Commitment. Each Investor hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto This letter (the maximum amount payable by each Investor“Letter Agreement”) will confirm for the benefit of Buyer, its the commitment of Takuan, LLC, a North Carolina limited liability company (“CommitmentTakuan”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectivelythe ▇▇▇ ▇./▇▇▇▇ ▇. ▇▇▇▇ Generation Skipping Trust (the “Trust” and together with Takuan, the “CommitmentsEntities”) and J. ▇▇▇▇ ▇▇▇▇ (the “Individual” and together with the Entities, the “Undersigned”), which amount shall be used solely to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the purpose number of fulfilling Parent’s obligation under Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions an aggregate value as set forth in the Merger Agreement on Schedule A (collectively, the “Merger ConsiderationCommitted Proceeds”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, furtherhowever, that no Investor shallthe Undersigned shall not, under any circumstances, be obligated to contribute to, or purchase equity or debt of or otherwise provide fundsfunds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, directly or indirectlyfurther, from or tothat in the event the aggregate Merger Consideration, Parentas the same exists as of the date hereof pursuant to the Merger Agreement, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through is reduced (pursuant to one or more Affiliates amendments, restatements or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except modifications to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (AMerger Agreement) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by less than Pioneer Parent, and Inc. August 4, 2014 five percent (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with5%), the Merger Agreement Undersigned, in their sole discretion, may elect (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Closing to Merger in accordance with the extent that Purchaser does not require the full amount terms of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. Each Investor hereby commits, severally Subject to and not jointly, on upon the terms and subject conditions ---------- herein set forth, each Lender severally agrees to the conditions set forth hereinmake a loan or loans (each, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below)a "Loan" and, collectively, the “Commitments”"Loans") to the Borrower, which Loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the B Term Facility, the C Term Facility, the Revolving Facility and the Acquisition Facility, as set forth below: (a) Loans under the B Term Facility (each, a "B Term Loan" and, collectively, the "B Term Loans") (i) shall be made to the Borrower pursuant to one or more drawings on and after the Closing Date and prior to the B Termination Date, provided that B Term Loans incurred pursuant to B Term Commitments created pursuant to a B Term Commitment Renewal shall not be subject to the foregoing but shall be made within the time frame specified in the definition of B Term Commitment Renewal, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all B Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any Lender in respect of any incurrence of B Term Loans the B Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once repaid, B Term Loans may not be reborrowed, provided that B Term Loans may be subsequently incurred to the extent of the B Term Commitments created pursuant to the B Term Commitment Renewal. (b) Loans under the C Term Facility shall be made pursuant to the Total C Term Commitment (each, a "C Term Loan-Floating Rate" and, collectively, the "C Term Loans-Floating Rate") and pursuant to the CoBank Commitment (each, a "C Term Loan-Fixed Rate" and, collectively, the "C Term Loans-Fixed Rate"), which amount shall with (A) the C Term Loans-Floating Rate (i) to be used solely for made to the purpose of fulfilling Parent’s obligation under Borrower pursuant to a single drawing on the Merger Agreement to fundClosing Date (and not thereafter), together with (ii) except as hereinafter provided, and, in any event, at the net proceeds option of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the TransactionsBorrower, to be paid incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all C Term Loans-Floating Rate made as part of the same Borrowing shall, unless specifically provided herein, consist of Loans of the same Type and (iii) not to exceed in aggregate principal amount for any Lender at the Closingtime of incurrence of C Term Loans-Floating Rate the C Term Commitment, on the terms and subject to the conditions set forth in the Merger Agreement (collectivelyif any, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed Lender as in effect on such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able date immediately prior to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, incurrence and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount C Term Loans-Fixed Rate to be funded under this letter agreement may be reduced made to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable Borrower by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent CoBank on the Closing Date (and not thereafter) by converting the CoBank Continuing Loans into C Term Loans-Fixed Rate in the aggregate amount of the CoBank Commitment. Once repaid, C Term Loans-Floating Rate and C-Term Loans- Fixed Rate may not be reborrowed. (c) Loans under the Merger AgreementRevolving Facility (each, an "RF Loan" and, collectively, the "RF Loans") (i) shall be made to the Borrower at any time and from time to time on and after the Closing Date and prior to the AF/RF Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all RF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) for any Lender in aggregate principal amount at any time outstanding the Revolving Commitment, if any, of such Lender at such time. (d) Loans under the Acquisition Facility (each, an "AF Loan" and, collectively, the "AF Loans") (i) shall be made to the Borrower at any time and from time to time on and after the B Utilization Date and prior to the AF/RF Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all AF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) for any Lender at any time outstanding in aggregate principal amount the Acquisition Commitment, if any, of such Lender at such time.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein, that at or immediately prior each Lender agrees to the Closingmake loans (each a “Revolving Loan”) in U.S. Dollars to each Borrower, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely case for the purpose account of fulfilling Parent’s obligation under a Related Fund of such Borrower, from time to time during the Merger Agreement to fundperiod from the Effective Date through the Business Day immediately preceding the Applicable Commitment Termination Date, together with provided that immediately after giving effect thereto, (i) the net proceeds outstanding Revolving Loans and Swingline Exposure of such Lender will not exceed its Commitment, (ii) the Debt Financing, Total Loan Balance will not exceed the amounts required to be paid by Parent at aggregate Commitments and (iii) such Related Fund will not have exceeded its Maximum Permitted Borrowing. Within the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms foregoing limits and subject to the terms and conditions set forth in herein, each Borrower may borrow, prepay and reborrow Revolving Loans. Revolving Loans will be made available to the Merger Agreement Borrowers on a first come, first served basis, provided that if the amount of Revolving Loans which one or more Borrowers would otherwise request on behalf of their respective Related Funds on the same Business Day would exceed the then available Commitments, (collectively, i) such Borrower or Borrowers will apportion the “Merger Consideration”); provided, that, Parent’s obligation to fund available Commitments among such Funds and such Borrower or Borrowers shall notify the amounts required to be paid by Parent at Administrative Agent of such apportionment and (ii) the Closing Lenders shall not be conditioned on obligated to make any such Revolving Loan or Revolving Loans until such Borrower or Borrowers have notified the availability of any cash Administrative Agent of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long apportionment as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount clause (i) of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementsentence.

Commitment. Each Investor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms purchase of, the percentage amount of Section 5 to purchase, directly or indirectly, equity securities the total shares of common stock of Parent set forth opposite such Investor’s name in column 2 (Percentage) of Schedule A attached hereto for cash in an aggregate amount that is equal to the amount of cash set forth opposite its name in the second column 3 (Total Commitment) of Schedule A attached hereto (the maximum aggregate amount payable paid by each Investor, its the “Commitment”, and the maximum aggregate amount payable paid by all the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectivelyInvestors, the “Commitments”), which amount shall be used by Parent, together with the cash funds provided pursuant to the other equity commitment letters (the “Cash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Rollover Investors pursuant to the Rollover Contribution Agreements, the “Company Equity Commitments”) contemplated by the Merger Agreement and executed concurrently herewith (such other Cash Commitments and Company Equity Commitments, the “Other Equity Commitments”), solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement allowing Parent to fund, together with to the net proceeds extent necessary, a portion of the Debt Financing, the amounts required to be paid payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement, and related costs and expenses of Parent; provided, further, that no Investor shall, under any circumstances, be obligated to contribute toto Parent at any time more than the amount of the Commitment set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto; provided, or purchase equity or otherwise provide fundsfurther, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The that the aggregate amount of liability of each Investor the Investors under this letter agreement shall at no time exceed such Investor’s the aggregate amount set forth opposite the names of the Investors in column 3 (Total Commitment) in Schedule A attached hereto. Each Investor may effect the purchase of equity securities shares of common stock of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13affiliated entities; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so receivedagreement. The amount of the Commitments to be funded under this letter agreement may be reduced solely to the extent that Parent does not require the full amount all of the Commitments and the Other Equity Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, costs and expenses)expenses of Parent) by reason of Parent having obtained funds from other sources; provided, that if Parent does not require all of the Commitments and the Other Equity Commitments in order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses), any such reduction in the Commitments equity financing shall be applied in pro rata among the manner agreed amongst the Investors Commitments and the Other InvestorsEquity Commitments based on the amount of each respective commitment prior to giving effect to any such reduction; and provided, further further, that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect Commitment to be funded by each Investor shall not be reduced by more than 5% without such Investor’s consent. For the avoidance of doubt, the Commitment is payable only at the Closing upon written notice from Parent to the Investors of the payment satisfaction of the amounts required conditions set forth in Section 2(a) hereof (such conditions, the “Conditions,” and such notice the “Parent Notice”) and only for the uses described above, and the Commitment shall not be payable at any other time, under any other circumstance or for any other purpose. Parent may direct the Investors to pay the Commitment to a parent entity of Parent; provided that such parent entity has agreed in writing that it will pay the Commitment to Parent immediately upon the receipt of such payment (which agreement shall be paid by reasonably satisfactory to the Company and shall not be amended without the approval of the Company). Parent on hereby agrees to deliver the Closing Date under Parent Notice promptly (and in any event within one (1) calendar day) following the Merger Agreementsatisfaction of the Conditions.

Commitment. Each Investor hereby commitsThis letter confirms the commitment of the Equity Investor, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, directly or indirectly (or cause an assignee permitted by the terms of Section 5 4(a) hereto to purchase), at or immediately prior to Closing, for an aggregate cash purchase price equal to $900,000,000.00 (such commitment, the “Equity Commitment”), common equity interests of Parent (collectively, the “Subject Equity Securities”). The Equity Commitment shall only be used by Parent, to the extent necessary, to fund, directly or indirectly, equity securities together with the proceeds of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, Debt Financing and Preferred Financing and the maximum aggregate amount payable by proceeds of the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters other equity commitment letters (as defined below), collectively, the “Other Equity Commitments”)) from other investors (each, which amount shall be used solely for the purpose an “Other Equity Investor”) to Parent of fulfilling even date herewith (each, as amended from time to time, an “Other Equity Commitment Letter”): (i) Parent’s obligation payment obligations under Article IV of the Merger Agreement to fund, together with (including the net proceeds payment of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, aggregate Per Share Merger Consideration) and in accordance with, the Merger Agreement, including (ii) related fees, costs and expenses required to be paid by Parent, Merger Sub or the Surviving Corporation, in each case, in connection with the consummation of transactions contemplated by the Transactions, Merger Agreement and pursuant to be paid at the Closing, on the terms and subject to the conditions set forth in accordance with the Merger Agreement (clauses (i) and (ii) collectively, the “Merger ConsiderationTransaction Costs”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, for no other purposes. The Equity Investor shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated pursuant to this letter to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s to Parent more than the Equity Commitment. The aggregate amount of liability of each Investor under this letter agreement shall In the event that, after taking into account funds available from other sources at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; providedClosing, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments Equity Commitment in order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, consummate the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date perform its obligations under the Merger Agreement, the amount to be funded under this letter agreement will be reduced by such amount that is not so required by Parent. Notwithstanding anything to the contrary set forth herein, in no event will the cumulative liability of the Equity Investor under this letter exceed the amount of the Equity Commitment.

Commitment. Each Investor hereby commitsThis letter (the “Letter Agreement”) will confirm the commitment of ValueAct Capital Master Fund, severally L.P., a British Virgin Islands limited partnership (“VAC” or “us”), to provide $380,250,000 of equity (the “Financing” and not jointlysuch amount being the “Financing Amount”) to Axio Holdings LLC, a Delaware limited liability company (the “Newco”), on the terms and subject to the conditions set forth herein. VAC, that at or in its sole discretion, may elect to satisfy a portion of the Financing Amount through the transfer, contribution and delivery to Newco, immediately prior to the ClosingEffective Time, such Investor shall purchaseof shares of Company Common Stock, or cause an assignee permitted by which shares will be cancelled, retired and cease to exist upon the terms consummation of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters Merger (as defined below)) without any payment therefore, collectivelypursuant to Article II of the Merger Agreement (as defined below) (the “Rollover Contribution Shares”) in exchange for membership interests of Newco (it being understood that the value of the Rollover Contribution Shares shall be equal to the product of the number of Rollover Contribution Shares and the Per Share Price, the “CommitmentsRollover Valuation Amount”); provided, which that the Rollover Valuation Amount, if any, and the cash contribution by VAC shall equal the amount shall be used solely for of the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together Financing Amount. Concurrently with the net proceeds delivery of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger this Letter Agreement, including feesSilver Lake Partners II, costs and expenses required in connection with L.P. (the consummation “Other Sponsor”) is entering into a letter agreement (the “Other Sponsor Equity Commitment Letter”) committing to provide $380,250,000 of the Transactions, equity to be paid at the ClosingNewco, on the terms and subject to the conditions set forth therein. In the event Newco does not require all of the equity with respect to which VAC and the Other Sponsor have made a commitment in order to consummate the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to fulfill its obligations under the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may hereunder will be reduced by an amount equal to the extent amount by which the committed equity of the Other Sponsor shall be reduced so that Parent does not require the full sum of the amount to be funded hereunder and the amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and committed equity of the Other Investors; provided, further that any such reduction Sponsor shall only occur simultaneously with equal the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts so required to be paid by Parent on the Closing Date under the Merger AgreementNewco.

Commitment. Each Rollover Investor hereby commitscommits (its “Commitment”), severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or to transfer, contribute and deliver to Purchaser immediately prior to the Closing, Effective Time the number of shares of Company Common Stock set forth opposite such Investor shall purchase, or cause an assignee permitted Rollover Investor’s name on Schedule A hereto (its “Rollover Investment”) in exchange for a membership interest in Purchaser represented by a number of common units equal to (A) the number of common units of Purchaser to be issued to the Guarantor in exchange for the equity contribution to Purchaser to be made by the terms Guarantor in connection with the Merger multiplied by (B) a fraction, the numerator of Section 5 to purchase, directly or indirectly, equity securities which is the value of Parent for cash in an aggregate amount such Rollover Investor’s Rollover Investment (assuming that the value of each share of Company Common Stock is equal to the amount set forth opposite its name in the second column (CommitmentMerger Consideration) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable denominator of which is the equity contribution to Purchaser to be made by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required Guarantor in connection with the consummation Merger (such membership interest (represented in the form of the Transactions, common units) in Purchaser to be paid at issued to such Rollover Investor in exchange for the ClosingRollover Investment, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the its “Merger ConsiderationPurchaser Equity Securities”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing provided that each Rollover Investor shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated to transfer, contribute toor deliver to Purchaser any amounts or consideration other than its respective Rollover Investment, or purchase equity or to otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) funds to Purchaser or any of its Affiliates in connection with the transactions contemplated by the Merger Agreement. In connection with its Rollover Investment, each Rollover Investor hereby commits to execute and deliver at the Closing an Amended and Restated Limited Liability Company Agreement (or limited partnership equivalent(s)) for Purchaser containing the terms and conditions set forth on the LLC Term Sheet and such other customary terms and conditions reasonably agreed between the Guarantor and such Rollover Investor, and such other ancillary agreements in forms and substance reasonably satisfactory to such Rollover Investor, as Purchaser or the Guarantor may reasonably request. Notwithstanding the foregoing, prior to the Effective Time, the Rollover Investors so long as may elect to reduce their aggregate Rollover Investment by an amount equal to $6 million (calculated net of applicable withholding taxes and other applicable deductions), subject to the entity(ies) funding the Commitment is able to make the representations and warranties terms set forth in Section 13; provided, that no such action shall reduce the amount first paragraph under “Approximate Equity Capitalization at the Closing” and clause (vi) of such Investor’s Commitment or otherwise affect the obligations of such Investor first paragraph under this letter agreement except “Transfer Restrictions” on the LLC Term Sheet. The parties hereto intend for the Rollover Investment to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only made on a dollartax-for-dollar free basis for amounts in cash actually and irrevocably received by Parentunder the Internal Revenue Code of 1986, as amended, and (B) will treat the Investor Rollover Investment as such for all tax purposes unless otherwise required by applicable law. At the Closing, Purchaser shall remain primarily liable hereunder unless and until cause the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant Company to, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall, execute and deliver an employment agreement in accordance withsubstantially the form set forth on Schedule C hereto. For the avoidance of doubt, the Merger Agreement (parties agree and any related feesacknowledge that in connection with the Rollover Investment, costs, and expenses); provided, that any such reduction in each share of Company Common Stock forming the Commitments Rollover Investment shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under valued at the Merger AgreementConsideration.

Commitment. Each Investor EnCap hereby commitsconfirms its commitment (the “Commitment”), severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that to purchase, or to cause the purchase of membership interests in Parent, at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted acceptance for payment of shares of Common Stock validly tendered for purchase pursuant to the Offer and not withdrawn as contemplated by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent Offer Documents for cash in an aggregate amount that is equal to the amount set forth opposite its name to, collectively and in the second column (Commitment) of Schedule A hereto aggregate, $550,000,000.00 (the maximum amount payable by each Investor“Commitment Amount”), its “Commitment”with the understanding that Parent will, in turn, contribute to Merger Sub the funds from the Commitment Amount necessary to pay (a) the Offer Price for shares of Common Stock validly tendered and the maximum aggregate amount payable by the Investors pursuant not withdrawn that are to this letter agreement and the Other Investors be accepted for purchase pursuant to the Other Equity Commitment Letters Offer, (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under b) the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required Consideration to be paid by Parent at upon consummation of the Closing pursuant toMerger, and in each case in accordance with, with the Merger Agreement, including fees(c) amounts due pursuant to the agreements and plans set forth in Schedule 5.18(l) to the Merger Agreement, costs (d) the amounts, if any, that become due and expenses required owing upon or promptly following the consummation of the Merger under the Company Credit Agreement, as amended and in effect at the time of the Merger, and (e) any other amounts payable by Parent or Merger Sub under Articles 2 and 3 of the Merger Agreement in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in transactions contemplated by the Merger Agreement (collectively, the “Merger ConsiderationParent’s Obligations”). We may effect such purchase of membership interests in Parent through one or more affiliated entities or co-investment vehicles designated by us; provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, furtherhowever, that no Investor shallsuch action shall reduce the aggregate amount of the Commitment or otherwise affect our obligations under this Agreement. In the event that Parent, upon the consummation of the Offer and the Merger, does not require the entire Commitment Amount in order to fund Parent’s Obligations, the Commitment Amount shall be reduced to an amount necessary to fund Parent’s Obligations. Notwithstanding anything herein to the contrary, we shall not, under any circumstances, be obligated to contribute to, or purchase equity of, or otherwise provide funds, directly funds to Parent or indirectly, from or to, Parent, Merger Sub in any amount in excess of such InvestorParent’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementObligations.

Commitment. Each Investor hereby commitsSubject to the terms hereof, severally the Borrower, the Lenders party to this Supplement and not jointly, the Administrative Agent agree that: (a) in a single Borrowing occurring on the terms and subject Supplement Effective Date, each Lender that has a Term A-1 Loan Commitment will make Term A-1 Loans to the conditions set forth hereinBorrower in an amount equal to such Lender’s Percentage of the Initial Term A-1 Loan Amount, and in a single Borrowing occurring on the Delayed Draw Date, each Lender that at or immediately prior has a Term A-1 Commitment will make Term A-1 Loans to the ClosingBorrower in an amount equal to such Lender’s Percentage of the Delayed Draw Amount (with the commitment of each such Lender described in this clause (a) referred to as its “Term A-1 Loan Commitment”) and no commitment fees shall be payable to any Lenders in respect of the Delayed Draw Amount; (b) in a single Borrowing occurring on the Supplement Effective Date, each Lender that has a Term B Loan Commitment will make Term B Loans to the Borrower in an amount equal to such Investor shall purchase, or cause an assignee permitted Lender’s Percentage of the aggregate amount of the Borrowing of Term B Loans requested by the terms Borrower to be made on such day (with the commitment of Section 5 each such Lender described in this clause (b) referred to purchase, directly or indirectly, equity securities as its “Term B Loan Commitment”); (c) each applicable Lender’s Percentage of Parent for cash in an aggregate amount that is equal to the amount Term A-1 Loans and/or Term B Loans shall initially be as set forth opposite its name in on Schedule II hereto under the second applicable column (Commitment) of heading and such Schedule A II hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant shall be deemed to this letter agreement and the Other Investors pursuant supplement Schedule II to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Existing Credit Agreement; provided, further, that and (d) no Investor shall, under amounts paid or prepaid with respect to any circumstances, be obligated to contribute to, Term A-1 Loans or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement Term B Loans may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementreborrowed.

Commitment. Each Investor (a) Bank hereby commitsagrees, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, to offer to purchase, or to arrange for the offer by an Investor to purchase, Confirmed Receivables from Suppliers during the Commitment Period in an aggregate Face Amount at any one time outstanding not to exceed the Program Amount. (i) Bank shall only provide such offers to a Supplier that has executed and delivered a Receivables Purchase Agreement and has satisfied the conditions to effectiveness thereof. Subject to the terms and conditions of such Receivables Purchase Agreement, Bank shall pay such Supplier (A) the Discounted Purchase Price for the Designated Receivables which are the subject of an Acceptance, on the applicable Purchase Date, or (B) if such Supplier has selected the Instruction and Notice of Auto-Discount Election under its Receivables Purchase Agreement, the Discounted Purchase Price for the Designated Receivables, on the applicable Purchase Date and (C) pursuant to the terms of the Electronic Services Agreement, for any Receivable described in a Request other than a Purchased Receivable, provided that such funds are available in the Buyer Account, an amount equal to the Face Amount thereof on the applicable Maturity Date. (c) Inquiries, communications and instructions (whether oral, telephonic, written, telegraphic, facsimile, electronic or other) regarding a Transaction, any Request, any Offer, any Acceptance and this Agreement are each referred to herein as “Instructions” (and the term “Request” is subsumed within the term “Instruction”). Bank’s records of the content of any Instruction shall be conclusive absent manifest error. (d) At the request of Buyer, the Commitment Period may be extended by Bank, in its sole discretion, for additional 364-day periods. If Buyer wishes to extend the Commitment Period by an additional 364-day period, Buyer shall request such an extension at or immediately least 45 calendar days prior to the Closingend of such Commitment Period, and, following Buyer’s request, Bank shall notify Buyer at least 30 calendar days prior to the end of such Investor Commitment Period whether Bank will, in Bank’s sole discretion, agree to such extension. The effectiveness of any such extension shall purchasebe conditioned upon Bank’s receipt of an amendment of the Letter of Credit in form and substance satisfactory to Bank which extends the expiry date of the Letter of Credit by an additional 364-day period. (e) Buyer may terminate, or cause an assignee permitted by from time to time reduce, the terms Program Amount; provided that (i) any reduction of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash the Program Amount shall be in an aggregate amount that is equal an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) Buyer shall not terminate or reduce the Program Amount if the aggregate Face Amount of outstanding Purchased Receivables would exceed the Program Amount as so reduced or terminated. The Buyer shall notify the Bank of any election to terminate or reduce the Program Amount at least 30 days prior to the amount set forth opposite its name in the second column (Commitment) effective date of Schedule A hereto (the maximum amount payable by each Investorsuch termination or reduction, its “Commitment”, specifying such election and the maximum aggregate amount payable effective date thereof. Each notice delivered by the Investors Buyer pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount paragraph 3(e) shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds irrevocable and any termination or reduction of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, Program Amount shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementpermanent.

Commitment. Each (a) The Investor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that to subscribe for (or cause to be subscribed for), at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash Holdco and to pay (or cause to be paid) to Holdco in immediately available funds an aggregate amount that is purchase price in cash equal to the amount set forth opposite its name in the second column (Commitment$109,500,000, subject to adjustment pursuant to Section 1(b) of Schedule A hereto below (the maximum amount payable by each Investor, its “Equity Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall will be used solely for the purpose of fulfilling Parent’s obligation under the applied to (i) fund (or cause to be funded through Parent or Merger Agreement to fund, together with the net proceeds Sub) a portion of the Debt Financing, the amounts aggregate Merger consideration required to be paid by Parent at to consummate the Closing Merger pursuant to, to and in accordance with, with the Merger Agreement, including fees, costs Agreement and expenses required in connection with the consummation of the Transactions, (ii) pay (or cause to be paid at the Closing, on the terms through Parent or Merger Sub) related fees and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid expenses incurred by Parent at in connection thereto; provided that the Closing Investor shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess to Holdco more than the Equity Commitment and the liability of such Investor’s Commitment. The aggregate the Investor hereunder shall not exceed the amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s the Equity Commitment. Each . (b) The Investor may effect the purchase funding of equity securities of Parent the Equity Commitment directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any affiliates of the other Investors so long Investor. In the event that Holdco does not require all of the equity with respect to which the Investor and the Other Equity Provider have made the Equity Commitment or the Other Equity Commitment, as the entity(ies) funding case may be, the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to in a manner agreed by the extent that Parent does not require Investor and the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses)Other Equity Provider; provided, that any such reduction in the Commitments shall be applied in aggregate amount of the manner agreed amongst the Investors Equity Commitment and the Other Investors; providedEquity Commitment, further that any such reduction shall only occur simultaneously after giving effect to the applicable reductions, will be sufficient, in combination with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid other financing arrangements contemplated by Parent on the Closing Date under the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all of the fees and expenses incurred by Parent in connection therewith.

Commitment. (a) Each Investor Incremental Revolving Loan Lender hereby commits, severally agrees to commit to provide its respective Incremental Revolving Commitments as set forth on Schedule A annexed hereto and not jointlyto make its Incremental Revolving Loans, on the terms and subject to the conditions set forth herein. (b) By executing and delivering this Agreement, each Incremental Revolving Loan Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Incremental Revolving Loan Lender has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, (ii) such Incremental Revolving Loan Lender confirms that it has received a copy of this Agreement, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Incremental Revolving Loan ▇▇▇▇▇▇ agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or immediately prior not taking action under this Agreement or the Credit Agreement; (iv) such Incremental Revolving Loan Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Credit Agreement and the other Loan Documents as are delegated to the ClosingAdministrative Agent, as the case may be, by the terms hereof and thereof, together with such Investor shall purchase, or cause an assignee permitted powers as are reasonably incidental thereto; and (iv) such Incremental Revolving Loan Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, this Agreement and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Credit Agreement to fund, together with the net proceeds of the Debt Financing, the amounts it is required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long perform as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementLender.

Commitment. (a) At any time during the Funding Period at least two (2) Business Days prior to a proposed Funding Date (or, with respect to any Funding Date described in clause (iii) of the definition thereof in the Indenture, at least one (1) Business Day prior to each such Funding Date), to the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Note Balance, and subject to the terms and conditions hereof and in accordance with the other Transaction Documents, the Issuer may deliver to the Agent, on behalf of the Purchasers, a written request that the Purchasers purchase Additional Note Balances (each such request, a “Purchase Request”). Each Investor hereby commitsPurchase Request shall identify the proposed Funding Date, the Receivables Balance of the Receivables that will be sold and/or contributed to the Issuer on such Funding Date and the Cash Purchase Price thereof. On the identified Funding Date, the Committed Purchasers agree, severally and not jointly, on to purchase the respective relative percentage of the Additional Note Balances requested in the Purchase Request set forth opposite such Committed Purchaser’s name in Schedule A hereto, subject to the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance withreliance upon the covenants, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth herein and in the other Transaction Documents. (i) Except as otherwise provided in this Section 132.01(b), if there should be more than one Committed Purchaser, all purchases of Additional Note Balances under this Agreement shall be made by the Committed Purchasers simultaneously and proportionately based on each Committed Purchaser’s respective Commitment Interest, it being understood that no Committed Purchaser shall be responsible for any default by the other Committed Purchaser with respect to such other Committed Purchaser’s obligations to purchase an Additional Note Balance requested hereunder. The Commitment of any Committed Purchaser shall not be enforced as a result of the default by the other Committed Purchaser in that other Committed Purchaser’s obligation to purchase an Additional Note Balance requested hereunder and any amounts paid in connection with the obligation to purchase shall be refunded with no penalty. No Committed Purchaser shall be obligated to purchase Additional Note Balances required to be made by it by the terms of this Agreement if the other Committed Purchaser fails to do so. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the parties hereto, the Issuer, the Agent and the Purchasers agree that the Agent may (but shall not be obligated to), and the Issuer and the Purchasers hereby irrevocably authorize the Agent to, fund, on behalf of the Purchasers, purchases of Additional Note Balances pursuant to this Section 2.01; provided, however, that the Agent shall in no event fund such action purchase of Additional Note Balances if the Agent shall reduce have determined pursuant to Section 3.01(b) that one or more of the amount conditions precedent contained in Section 3.01 (a) will not be satisfied on the day of the proposed purchase of Additional Note Balances. If the Issuer gives a Purchase Request requesting a purchase of Additional Note Balances and the Agent elects not to fund such Investor’s Commitment or otherwise affect proposed purchase of Additional Note Balances on behalf of the obligations Purchasers, then promptly after receipt of the Purchase Request requesting such Investor under this letter agreement except purchase of Additional Note Balances, the Agent shall notify each Purchaser of the specifics contained in such Purchase Request and that it will not fund such Purchase Request on behalf of the Purchasers. If the Agent notifies the Purchasers that it will not fund a requested purchase of Additional Note Balances on behalf of the Purchasers, each Purchaser shall purchase its respective portion of the Additional Note Balance pursuant to Section 2.01 (a), by remitting the required funds to the extent any Issuer pursuant to and in accordance with Section 3.01(c) hereto. If the Agent elects to fund a requested purchase of Additional Note Balances, the Agent will remit the required funds for such AffiliatePurchase Request to the Issuer pursuant to and in accordance with Section 3.01(c) hereto. (iii) If the Agent has notified the Purchasers that the Agent, Investor or other Person actually fulfills on behalf of the Purchasers, will fund a particular purchase of Additional Note Balances pursuant to Section 2.01(b)(ii), the Agent may assume that such obligation; providedPurchaser has made such amount available to the Agent on such day and the Agent, that (A) credit in its sole discretion, may, but shall not be given only on obligated to, cause a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The corresponding amount to be funded under this letter agreement may be reduced made available to the extent that Parent does Issuer on such day. If the Agent makes such corresponding amount available to the Issuer and such corresponding amount is not require in fact made available to the full Agent by such Purchaser, the Agent shall be entitled to recover such corresponding amount on demand from such Purchaser together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Reference Rate. During the period in which such Purchaser has not paid such corresponding amount to the Agent, notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, the amount so advanced by the Agent to the Issuer shall, for all purposes hereof, be a purchase of Additional Note Balances made by the Commitments Agent for its own account. Upon any such failure by a Purchaser to pay the amounts payable Agent, the Agent shall promptly thereafter notify the Issuer of such failure and the Issuer shall immediately pay such corresponding amount to the Agent for its own account. (iv) Nothing in this Section 2.01 (b) shall be deemed to relieve any Committed Purchaser from its obligations to fulfill its Commitment hereunder or to prejudice any rights that the Agent or the Issuer may have against any Committed Purchaser as a result of any default by Parent such Committed Purchaser hereunder. (c) From time to time during the Funding Period, the Issuer may request the Initial Purchasers’ consent to add transactions to the definition of Securitization Trusts, and such additional transactions may be added to the definition of Securitization Trusts with the written consent of the Initial Purchasers (such consent at the Closing pursuant to, sole discretion of the Initial Purchaser). The Issuer understands and in accordance with, acknowledges that the Merger Agreement (Purchaser or Purchasers do not hereby commit to add any such transactions and any related fees, costs, agreement to do so is subject to completion by the Initial Purchaser of due diligence to its satisfaction regarding such transactions and expenses); provided, that any execution of such reduction additional documentation as the Initial Purchaser deems appropriate in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementits sole discretion.

Commitment. Each Investor hereby commits(a) From and including, without limitation, the ---------- date of this Agreement and prior to the Facility Termination Date, each Lender severally and not jointlyagrees, on the terms and subject to the conditions set forth hereinin this Agreement, that at or immediately prior to make Committed Loans (other than Swing Line Loans) to the ClosingBorrower from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of its Commitment; provided that no Lender -------- shall in any event be required to make any Committed Loan if, such Investor shall purchaseafter giving effect thereto, or cause an assignee permitted by the terms sum of Section 5 to purchase, directly or indirectly, equity securities (x) the then aggregate outstanding principal amount of Parent for cash in an aggregate amount that is equal all Committed Loans and Competitive Bid Loans (after giving effect to the amount set forth opposite its name in the second column (Commitment) intended use of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant proceeds of any such Loans to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined belowrepay any outstanding Reimbursement Obligations), collectivelyother than Sterling Loans, plus (y) the Effective Dollar Equivalent of all Sterling Loans then outstanding, would exceed the Aggregate Available Commitment; provided, further that no -------- ------- Lender shall in any event by required to make any Sterling Loan if, after giving effect thereto, the “Commitments”), which amount Effective Dollar Equivalent of all Sterling Loans then outstanding would exceed $50,000,000. The Commitments shall be used solely for expire on the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the ClosingFacility Termination Date. (b) Each Swing Line Lender severally agrees, on the terms and subject to the conditions set forth in this Agreement, to make loans (each a "Swing Line ---------- Loan") to the Merger Agreement (collectively, Borrower from time to time in amounts not to exceed in the “Merger Consideration”)---- aggregate at any one time outstanding such Swing Line Lender's Swing Line Commitment; provided, that, Parent’s obligation to fund the amounts provided that no Swing Line Lender shall in any event be -------- required to be paid by Parent at make any Swing Line Loan if, after giving effect thereto (and after giving effect to the Closing shall not be conditioned on use of proceeds thereof in the availability manner described in the immediately succeeding sentence, if applicable), (i) the then aggregate outstanding principal amount of all Swing Line Loans would exceed the Aggregate Swing Line Commitment, or (ii) the sum of (x) the then aggregate outstanding principal amount of all Committed Loans and Competitive Bid Loans (after giving effect to the intended use of proceeds of any cash such Loans to repay any outstanding Reimbursement Obligations), other than Sterling Loans, plus (y) the Effective Dollar Equivalent of all Sterling Loans then outstanding, would exceed the Company, Aggregate Available Commitment; and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, Swing Line Lender shall be obligated to contribute tomake -------- ------- any Swing Line Loan if, after giving effect thereto (and after giving effect to the use of proceeds thereof in the manner described in the immediately succeeding sentence, if applicable), the sum of (x) the then outstanding principal amount of Committed Loans owing to such Swing Line Lender, other than Sterling Loans, (y) the Effective Dollar Equivalent of all Sterling Loans then outstanding owing to such Swing Line Lender, plus (z) such Lender's Percentage of the Facility Letter of Credit Obligations, would exceed its Commitment. To the extent (and only to the extent) that a Swing Line Lender would not be obligated to make a Swing Line Loan as a result of the first or purchase equity or otherwise provide fundssecond proviso to the immediately preceding sentence, directly or indirectly, from or to, Parent, in any amount in excess the proceeds of such Investor’s Commitment. The aggregate amount Swing Line Loan shall first be used to reduce the outstanding principal balance of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate any other Committed Loans (other than Parent or any subsidiary thereofSterling Loans) or any of the other Investors so long as the entity(ies) funding the Commitment is able owing to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so receivedSwing Line Lender. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Swing Line Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent expire on the Closing Date under the Merger AgreementFacility Termination Date.

Commitment. Each Investor Sponsor hereby commits, severally (and not jointly, on the terms jointly or jointly and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined belowseverally), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in this letter agreement, at the Closing, to purchase, or cause the purchase of, equity, debt or other securities of the Merger Agreement Corporation in an amount equal to such Sponsor’s Pro Rata Percentage (collectively, as defined below) of the aggregate cash purchase price of $330,000,000 (the “Merger ConsiderationCommitment”); provided, that, Parent’s obligation to fund solely for the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Companypurpose of, and solely as necessary for, allowing the Commitments, together with the Debt Financing, shall be sufficient Merger Corporation to fund all amounts required to be paid by Parent at or a portion of the Closing pursuant Required Amount. Notwithstanding anything herein to the Merger Agreement; providedcontrary, further, that no Investor shallSponsor will, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess the aggregate more than its Pro Rata Percentage of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitmentthe Commitment to the Merger Corporation. Each Investor Sponsor may effect the purchase of equity the equity, debt or other securities of Parent the Merger Corporation directly or indirectly through one or more affiliated entities, assignees, or other co-investors who are Continuing Stockholders (or Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, however, that no such action shall will reduce the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor Sponsor under this letter agreement except to the extent any actually funded by such Affiliateaffiliated entity, Investor assignee or other Person actually fulfills co-investor (in which case such obligation; providedSponsor’s Pro Rata Percentage of the Commitment will be concomitantly reduced by the amount so funded). In the event the Merger Corporation does not require all of the equity financing with respect to which the Sponsors have made this Commitment to be funded in order to pay the Required Amount, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded by the Sponsors under this letter agreement may be concomitantly reduced to as determined by the extent that Parent does not require Sponsors by the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses)such unnecessary funding; provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further provided that any such reduction shall (x) only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of and the payment of the amounts required Required Amount and (y) solely to the extent that, after giving effect to any such reduction, the Merger Corporation would still be paid by Parent on able to consummate the Closing Date under Transactions (including, for the avoidance of doubt, payment of the Required Amount). Further, in the event that the Company reserves cash as Reserved Amounts in accordance with Section 7.12(c) of the Merger Agreement, the Commitment shall be automatically and permanently reduced by the aggregate amount of all such Reserved Amounts.

Commitment. Each Investor (a) The Sponsor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in Effective Time an aggregate amount that is cash purchase price equal to $3,378,378 (such amount, and as adjusted herein, the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the maximum aggregate amount payable by corresponding commitments under the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below)other ECLs, collectively, the “Commitments”), which amount shall be used by Parent, to the extent necessary, solely for the purpose of fulfilling Parent’s obligation under to (i) fund the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the Consideration and any other amounts required to be paid by Parent at Parent, Merger Sub and the Closing Surviving Company pursuant to, and in accordance with, to the Merger Agreement, including fees, costs (ii) pay any and all fees and expenses required of Parent, Merger Sub and Surviving Company in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid other transactions contemplated by Parent at the Closing pursuant to the Merger Agreement; provided, furtherand (iii) satisfy all of Parent, that no Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor shallAgreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances, circumstances be obligated to contribute tomore than the Commitment pursuant to this letter agreement to Parent or any other Person, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The and the aggregate amount of liability of each Investor under this letter agreement the Sponsor hereunder shall at no time not exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to Commitment. In the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent event that Parent does not require the full amount of the sum of (i) the Commitment plus (ii) the Other Sponsors’ Commitments (as defined in their respective ECLs) to pay consummate the amounts payable Merger, the amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent at to the Closing pursuant tolevel sufficient to fully fund the Merger Consideration, and in accordance with, the Merger Agreement (and pay any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the other amounts required to be paid by Parent on Parent, Merger Sub and the Closing Date under Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment or the RMB equivalent thereof (by applying the U.S. dollars to Renminbi exchange rate of 1:7.40) pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by W▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Investment Partnership (Limited Partnership) to Genetron Health (Beijing) Co., Ltd. (北京泛生子基因科技有限公司) (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent after being converted into US$, and in the event that the amount then available in the escrow account can be converted into US$ in such amount that is greater than the amount of the Commitment, only an amount equal to the amount of the Commitment shall be released to the Parent (which shall constitute the Sponsor’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and Parent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement), the payment of the Commitment to the Parent pursuant to other terms hereof to the extent not satisfied by the amount released to the Parent from the escrow account.

Commitment. Each Investor (a) Sponsor hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in this Letter Agreement, at the Merger Agreement Closing, to purchase, or cause the purchase of, equity of CF Corp for an aggregate cash purchase price of $8,000,000 (collectivelythe “Commitment”), solely for the purpose of allowing Buyer to pay the Closing Date Purchase Price, the “Merger Consideration”); provided, that, Parent’s obligation Transaction Expenses and costs and expenses (including fees and expenses payable to fund Representatives) incurred by Buyer in connection with the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, Share Purchase Agreement and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shalltransactions contemplated thereby. Sponsor will not, under any circumstances, be obligated to contribute tomore than the Commitment to CF Corp; provided, or purchase equity or otherwise provide fundsthat the foregoing shall not limit the obligations under (i) the Forward Purchase Agreement among CF Corp, directly or indirectlyCFS Holdings (Cayman), from or toL.P. and CF Capital Growth, ParentLLC, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor (ii) the Equity Commitment Letter between CF Corp and GSO Fund and (iii) the Equity Commitment Letter among Sponsor, Fidelity National Financial, Inc. and CF Corp. (b) Sponsor may effect the purchase of the equity securities of Parent CF Corp directly or indirectly through one or more Affiliates affiliated entities or an entity managed or advised other co-investors designated by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13it; providedhowever, that no such action shall will reduce the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor Sponsor under this letter agreement except Letter Agreement. In the event that CF Corp does not require all of the equity with respect to which Sponsor has made this Commitment in order to pay the extent any such AffiliateClosing Date Purchase Price and the Transaction Expenses, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement Letter Agreement may be reduced as determined by Sponsor. (c) The obligation of Sponsor to fund or cause the extent that Parent does not require the full amount funding of the Commitments Commitment shall be subject to pay (i) the amounts payable satisfaction (or waiver by Parent Buyer) of the conditions set forth in Section 8.01(a) and (b) of the Share Purchase Agreement (other than those conditions that by their terms are to be satisfied at the Closing pursuant to, Closing) and in accordance with, (ii) the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the substantially concurrent consummation of the Closing to in accordance with the extent that Purchaser does not require the full amount terms of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Share Purchase Agreement.

Commitment. Each Investor (a) The Sponsor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in Effective Time an aggregate amount that is cash purchase price equal to $10,000,000 (such amount, and as adjusted herein, the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the maximum aggregate amount payable by corresponding commitments under the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below)other ECLs, collectively, the “Commitments”), which amount shall be used by Parent, to the extent necessary, solely for the purpose of fulfilling Parent’s obligation under to (i) fund the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the Consideration and any other amounts required to be paid by Parent at Parent, Merger Sub and the Closing Surviving Company pursuant to, and in accordance with, to the Merger Agreement, including fees, costs (ii) pay any and all fees and expenses required of Parent, Merger Sub and Surviving Company in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid other transactions contemplated by Parent at the Closing pursuant to the Merger Agreement; provided, furtherand (iii) satisfy all of Parent, that no Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor shallAgreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances, circumstances be obligated to contribute tomore than the Commitment pursuant to this letter agreement to Parent or any other Person, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The and the aggregate amount of liability of each Investor under this letter agreement the Sponsor hereunder shall at no time not exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to Commitment. In the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent event that Parent does not require the full amount of the sum of (i) the Commitment plus (ii) the Other Sponsors’ Commitments (as defined in their respective ECLs) to pay consummate the amounts payable Merger, the amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent at to the Closing pursuant tolevel sufficient to fully fund the Merger Consideration, and in accordance with, the Merger Agreement (and pay any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the other amounts required to be paid by Parent on Parent, Merger Sub and the Closing Date under Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement; provided that no such reduction shall result in the Sponsor, together with its Affiliates, holding more than 25% of the Equity Securities of Parent on a fully diluted basis as of immediately after the Closing. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by CICC Healthcare Investment Fund, L.P. to the Company (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent (which shall constitute the Sponsor’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and Parent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement), the payment of the Commitment to the Parent pursuant to other terms hereof to the extent not satisfied by the amount released to the Parent from the escrow account.

Commitment. Each Investor hereby commitsThis letter confirms the several, severally and not jointlyjoint, on commitment of each of the terms and Investors, subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, purchase (or cause an assignee permitted by to be purchased) a portion of the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent as of the Effective Time (the “Subject Equity Securities”) for cash in an aggregate amount that is purchase price equal to the amount sum of (x) the dollar commitment set forth opposite its next to such Investor’s name on Schedule A hereto, (y) if the amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $155,000,000 for any reason, such Investor’s pro rata share (based on the dollar commitments set forth in Schedule A) of the lesser of (A) $21,900,000 and (B) the amount, if any, by which the aggregate amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $155,000,000, and (z) if the amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $133,100,000 solely due to a reduction in the second column commitments of the lenders under the Debt Financing in accordance with the last sentence of Section 1 of the Debt Commitment Letter (Commitmentas in effect as of the date hereof), such Investor’s pro rata share (based on the dollar commitments set forth in Schedule A) of Schedule A hereto the aggregate amount by which the Debt Financing is reduced in accordance with the last sentence of Section 1 of the Debt Commitment Letter (as in effect as of the maximum amount payable by each Investordate hereof) (such sum, its the “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used ) solely for the purpose of fulfilling Parent’s obligation under funding, and to the Merger Agreement extent necessary to fund, together with the net proceeds of the Debt Financingaggregate Merger Consideration, the aggregate Option Consideration and aggregate Restricted Stock Consideration and any other amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, Merger pursuant to be paid at the Closing, on the terms and subject to the conditions set forth in accordance with the Merger Agreement (collectivelyand to pay related expenses, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash provided that none of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor Investors (or its permitted assignees) shall, under any circumstances, be obligated to contribute to, or purchase any equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount of Parent for a purchase price in excess of such Investor’s its respective Commitment. The aggregate amount of liability of , provided, further, that each Investor under this letter may fund the portion of its Commitment described in clause (y) above in the form of unsecured loans to the extent the Company is permitted to incur such loans (and on terms to be mutually agreed). For the avoidance of doubt, Parent’s agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate in clause (other than Parent or any subsidiary thereofz) or any of the other Investors so long previous sentence to increase its Commitment in the event of a reduction in the Debt Financing shall not be construed as any evidence of whether the entity(ies) funding the Commitment is able to make the representations and warranties conditions precedent set forth in clause (a)(ii) below or in Section 13; provided6.2 of the Merger Agreement have been satisfied. The obligation of each of the Investors (or its assignees) to fund the Commitment (a) is subject to (i) the terms of this letter, that no such action shall reduce (ii) the amount satisfaction or waiver by Parent (which waiver by Parent must have been consented to by each of such Investorthe Investors) of all conditions precedent to Parent’s and ▇▇▇▇▇▇ Sub’s obligations to effect the Closing and (iii) the substantially simultaneous closing of the financing under the Debt Commitment or otherwise affect the obligations of such Investor under this letter agreement except Letters and (b) subject to the extent any such Affiliateforegoing clause (a), Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually will occur contemporaneous with the Closing and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until simultaneous issuance to each of the entire Commitment amount is so receivedInvestors of the Subject Equity Securities. The amount to be funded under this letter agreement may Agreement will be reduced to in the extent manner designated by the Sponsor (as defined below) in the event that Parent does not require the full amount all of the Commitments equity financing with respect to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst which the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the have made their Commitments in respect of order to consummate the payment of the amounts required to be paid transactions contemplated by Parent on the Closing Date under the Merger Agreement.

Commitment. Each Investor hereby commits, severally and not jointly, on (a) Upon the terms and subject to the conditions hereinafter set forth hereinforth, that at or immediately prior each Lender agrees, severally but not jointly, to make credit available in Dollars to the Closing, such Investor shall purchase, or cause an assignee permitted by Company during the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash period from the Closing Date through and including the Commitment Termination Date in an aggregate principal amount that is equal up to but not exceeding the Available Commitment (each such advance being referred to as an "Advance"; and collectively as the "Advances"). All Advances shall be Invoice Advances, Reimbursement Advances or Refinancing Advances. All Invoice Advances and Refinancing Advances shall be Attributable Borrowings of the type specified in the Request for Financing delivered by the Company in respect thereof pursuant to Section 2.2. Notwithstanding anything to the amount set forth opposite its name contrary contained in the second column this Agreement: (Commitmenti) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount no Lender shall be used solely for the purpose of fulfilling Parent’s under any obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closingmake any Advance hereunder if, on the date proposed for such Advance and after giving effect thereto, the aggregate Attributable Borrowings of the type specified for such Advance (including, without limitation, the then requested Advance and all previously made Attributable Borrowings, whether or not paid or prepaid) would exceed the Attributable Borrowing Sublimit (it being understood for purposes of this clause (a)(i) that the outstanding principal amount and accrued and unpaid interest thereon under the 1997 Infocom Facility and the Infocom Bridge Facility shall, to the extent such Attributable Borrowing is not a Refinancing Advance, be considered to be Attributable Borrowings of Infocom), (ii) no Lender shall have any obligation to make any requested Reimbursement Advance if, after giving effect thereto, the aggregate of all Reimbursement Advances made hereunder (including, without limitation, the then (b) Subject to and upon the terms and conditions of this Agreement, the Company may, at its option, avail itself of the Available Commitment in one or more drawdowns in the amount of the relevant Invoice (in the case of Invoice Advances and Reimbursement Advances) or the relevant Refinancing Advance, but in any event not in excess of the remaining aggregate amount of the Available Commitment and in all cases subject to the conditions set forth limitations in the Merger Agreement (collectively, the “Merger Consideration”subsections 2.1(a) and 2.2(a); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.

Commitment. Each Investor (a) Sponsor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or immediately prior to that, simultaneous with the closing of the Merger (the “Closing”), such Investor it shall (x) purchase, or shall cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectlypurchase of, equity securities interests of Parent for cash in an aggregate amount that is equal to $25,000,000 (the “Equity Commitment”), and (y) cause Parent, upon receipt of the Equity Commitment, to purchase equity interests of Merger Sub for an aggregate amount equal to the amount set forth opposite its name Equity Commitment, in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investorcase, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under Parent and/or Merger Sub funding, and to the extent necessary to fund, a portion of the aggregate Merger consideration pursuant to and in accordance with the Merger Agreement Agreement, together with related expenses. (b) Sponsor hereby commits, subject to fundthe terms and conditions set forth herein (including the terms and conditions set forth in Exhibit A attached hereto), that, simultaneous with the Closing, it shall purchase, or shall cause the purchase of, the Notes in an aggregate original principal amount equal to $25,000,000 and Warrants as set forth in Exhibit A (the “Mezz Commitment” and, together with the net proceeds Equity Commitment, the “Commitment”) solely for the purpose of Parent and/or Merger Sub funding, and to the extent necessary to fund, a portion of the Debt Financing, the amounts required aggregate Merger consideration pursuant to be paid by Parent at the Closing pursuant to, and in accordance with, with the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor related expenses. (c) Sponsor may effect the purchase funding of equity securities of Parent the Commitment directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent affiliates of the Sponsor or any subsidiary thereof) or other investment fund advised, managed and/or appointed by ▇▇▇▇. The Sponsor will not be under any of the other Investors so long as the entity(ies) funding obligation under any circumstances to contribute more than the Commitment is able to make the representations and warranties set forth Parent and/or Merger Sub. Parent, in Section 13; providedits sole discretion, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except may reallocate from time to time prior to the extent any such AffiliateClosing, Investor in whole or other Person actually fulfills such obligation; providedin part, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually the aggregate Commitment between the Equity Commitment and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so receivedMezz Commitment. The amount of the aggregate Commitment to be funded under this letter agreement simultaneous with the Closing may be reduced in an amount specified by Parent, and such reduction may be allocated between the Equity Commitment and the Mezz Commitment by Parent in its sole discretion, but only to the extent that it will be possible for Parent does not require and Merger Sub to consummate the transactions contemplated by the Merger Agreement with Sponsor contributing less than the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementCommitment.

Commitment. Each Investor hereby commits(a) Subject to and upon the terms and conditions herein set forth, each Lender agrees, severally and not jointly, on the terms and subject to make to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash Borrower: (i) a loan denominated in an aggregate amount that is equal to the amount set forth opposite its name Dollars (a "Dollar Loan") and/or (ii) a loan denominated in the second column Euro (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to funda "Foreign Currency Loan" and, together with the net proceeds of the Debt FinancingDollar Loan, the amounts required to "Initial Loans"), which Initial Loans (i) shall be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, made on the terms Funding Date and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay proceeds of the amounts payable by Parent at Dollar Loans shall be deposited on the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction Funding Date in the Commitments shall RSGI Dollar Debt Escrow Account to be applied in held by the manner agreed amongst Financing Escrow Agent pursuant to the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation terms of the Closing to the extent that Purchaser does not require Financing Escrow Agreement and the full amount of the Commitments in respect proceeds of the payment Foreign Currency Loans shall be deposited on the Funding Date in the RSGI Euro Debt Escrow Account to be held by the Financing Escrow Agent pursuant to the terms of the amounts Financing Escrow Agreement, (ii) may be repaid in accordance with the provisions hereof, but once repaid, may not be reborrowed, (iii) shall not exceed for any such Lender (x) in the case of a Dollar Loan, that aggregate principal amount that equals the Dollar Commitment of such Lender at such time and (y) in the case of a Foreign Currency Loan, that aggregate principal amount that equals the Foreign Currency Commitment of such Lender at such time and (iv) shall not, after giving effect thereto and the application of the proceeds thereof, exceed for all Lenders at any time outstanding the aggregate principal amount that equals the Total Commitments then in effect. Each Lender may at its option make any Loan by causing a domestic or foreign branch or an Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) if it exercises such option, the Borrower shall not be required to pay any increased costs resulting therefrom. The Initial Loans deposited on the Funding Date in the RSGI Dollar Debt Escrow Account and the RSGI Euro Debt Escrow Account shall be paid by Parent released from such accounts to the Borrower on the Closing Date under only in accordance with the Merger conditions for such release specified in the Financing Escrow Agreement. (b) Subject to the terms and conditions hereof, each Lender severally agrees, if the Initial Loans have not been repaid on or prior to the Initial Maturity Date, that the maturity of such Initial Loans shall automatically be extended to the Final Maturity Date (such extended Initial Loans, collectively, the "Extended Loans"). Amounts repaid in respect of Extended Loans may not be reborrowed.

Commitment. Each Investor hereby commitsInvestor, severally and not jointly, hereby agrees that, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor it shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectlyindirectly through one or more intermediate entities, its pro rata percentage as set forth on Schedule 1 attached hereto (its “Pro Rata Portion”) of equity securities of Parent for cash in with an aggregate amount that is purchase price equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto $148,512,067.84 (the maximum amount payable “Contribution”) contemporaneously with the Closing. The proceeds of the Contribution, along with the amounts to be paid or contributed by each Investor, its or on behalf of all other investors (the “CommitmentOther Investors”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other ) under their respective Equity Commitment Letters executed and delivered to Parent on the date hereof (as defined below), collectivelycopies of which have also been delivered to the Company) (such aggregate amount, the “Commitments”), which amount shall be used by Parent, to the extent necessary, solely for to fund (i) the purpose purchase of fulfilling Parent’s obligation under all shares of Company Common Stock that are validly tendered pursuant to the Offer and not withdrawn prior to the Offer Acceptance Time, (ii) the aggregate Merger Consideration, (iii) the aggregate Vested Option Consideration, the aggregate Unvested Option Consideration, the aggregate Vested RSU Consideration, the aggregate Unvested RSU Consideration and the aggregate Company PSU Consideration due to holders of Company Options, Company RSUs and Company PSUs, respectively, pursuant to Section 2.07 of the Merger Agreement to fundAgreement, together with the net proceeds of the Debt Financingand (iv) related costs, the amounts fees and expenses required to be paid by the Investors, Parent at or Purchaser or, after the Closing pursuant toClosing, the Surviving Corporation in connection with the Offer, the Merger and in accordance with, the other agreements and transactions contemplated by the Merger Agreement, including feesin each case of clauses (i) – (iv), costs pursuant to and expenses required in connection accordance with the consummation of the Transactionsterms of, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectivelyof, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, Offer and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided. Notwithstanding anything else to the contrary in this letter agreement, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of the cumulative liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any its Pro Rata Portion of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the Contribution. The amount of such Investor’s Commitment or otherwise affect the obligations Contribution hereunder may be reduced pro rata with the Other Investors (in proportion to their respective portion of such Investor under this letter agreement except to the extent any such AffiliateCommitments), Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts basis, in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced sole discretion of Parent to the extent that Parent does not require the full amount of the Commitments Contribution for the purpose of the payments to pay the amounts payable by Parent be made at or in connection with the Closing pursuant toby reason of Parent obtaining funds from other sources prior to the Closing. Each of the Investors may allocate and/or assign all or a portion of its Pro Rata Portion of the Contribution to one or more of its Affiliates or other Persons, and in accordance with, its Pro Rata Portion of the Merger Agreement Contribution hereunder will be reduced by any amounts actually contributed to Parent by such Affiliates or other Persons (and any related fees, costs, and expenses)not returned) at or prior to the Closing Date; provided, that any such reduction in the Commitments shall allocation or assignment would not reasonably be applied in the manner agreed amongst the Investors and the Other Investors; providedexpected to prevent, further that any such reduction shall only occur simultaneously with impair or delay the consummation of the Closing transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, each of the Investors agrees that any such allocation or assignment shall not relieve it of its obligation to fund its Pro Rata Portion of the Contribution until such assignee actually funds such assigned portion of the Contribution, and then only to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementsuch funding.

Commitment. Each Investor (a) Bank hereby commitsagrees, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, to offer to purchase, or to arrange for the offer by an Investor to purchase, Confirmed Receivables from Suppliers during the Commitment Period in an aggregate Face Amount at any one time outstanding not to exceed the Program Amount. (i) Bank shall only provide such offers to a Supplier that has executed and delivered a Receivables Purchase Agreement and has satisfied the conditions to effectiveness thereof. Subject to the terms and conditions of such Receivables Purchase Agreement, Bank shall pay such Supplier (A) the Discounted Purchase Price for the Designated Receivables which are the subject of an Acceptance, on the applicable Purchase Date, or (B) if such Supplier has selected the Instruction and Notice of Auto-Discount Election under its Receivables Purchase Agreement, the Discounted Purchase Price for the Designated Receivables, on the applicable Purchase Date and (C) pursuant to the terms of the Electronic Services Agreement, for any Receivable described in a Request other than a Purchased Receivable, provided that such funds are available in the Buyer Account, an amount equal to the Face Amount thereof on the applicable Maturity Date. (c) Inquiries, communications and instructions (whether oral, telephonic, written, telegraphic, facsimile, electronic or other) regarding a Transaction, any Request, any Offer, any Acceptance and this Agreement are each referred to herein as “Instructions” (and the term “Request” is subsumed within the term “Instruction”). Bank’s records of the content of any Instruction shall be conclusive absent manifest error. (d) At the request of Buyer, the Commitment Period may be extended by Bank, in its sole discretion, for additional 364-day periods. If Buyer wishes to extend the Commitment Period by an additional 364-day period, Buyer shall request such an extension at or immediately least 45 calendar days prior to the Closingend of such Commitment Period, and, following Buyer’s request, Bank shall notify Buyer at least 30 calendar days prior to the end of such Investor shall purchaseCommitment Period whether Bank will, or cause an assignee permitted in Bank’s sole discretion, agree to such extension. For the avoidance of doubt, and without limitation of the generality of any of the foregoing, any extension by Bank of the terms of Section 5 Commitment Period will be subject to, among other things, Bank’s willingness to offer to purchase, directly and its assessment of pricing for and other factors relating to, receivables of Buyer at then prevailing market Discount Purchase Prices. (e) Buyer may terminate, or indirectlyfrom time to time reduce, equity securities the Program Amount; provided that (i) any reduction of Parent for cash the Program Amount shall be in an aggregate amount that is equal an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) Buyer shall not terminate or reduce the Program Amount if the aggregate Face Amount of outstanding Purchased Receivables would exceed the Program Amount as so reduced or terminated. The Buyer shall notify the Bank of any election to terminate or reduce the Program Amount at least 30 days prior to the amount set forth opposite its name in the second column (Commitment) effective date of Schedule A hereto (the maximum amount payable by each Investorsuch termination or reduction, its “Commitment”, specifying such election and the maximum aggregate amount payable effective date thereof. Each notice delivered by the Investors Buyer pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount paragraph 3(e) shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds irrevocable and any termination or reduction of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, Program Amount shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementpermanent.

Commitment. Each Investor For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Gaoling Fund, L.P. (the “Sponsor”) hereby irrevocably commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at it will make one or immediately prior to more direct or indirect capital contributions in the Closing, such Investor shall purchase, or cause an assignee permitted by the terms form of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in Hong Kong dollars (in an immediately available form and free from any deduction or withholding whatsoever) (the “Contributions”), to Bidco, on the first Business Day (as defined in the Announcement) after the Scheme becomes effective (the “Settlement Date”), in immediately available funds, of the aggregate amount that is equal to of HK$6,219,718,758 (such amount, the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its Sponsor’s “Commitment”, and the maximum ). Such aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the ClosingCommitment shall, on the terms Settlement Date, be delivered to Bidco or to Holdco or Topco by the Sponsor and subject subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in each case by the conditions set forth Sponsor in the Merger Agreement (collectivelyHong Kong dollars in full, the “Merger Consideration”); providedfree from any deduction or withholding whatsoever and without regard to any lien, thatright or set-off, Parent’s obligation counterclaim or otherwise to fund the amounts required to be paid such bank account as designated by Parent at the Closing notice in writing from Bidco. The Sponsor shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated to contribute tomore than its Commitment to Bidco pursuant to this letter agreement, but without prejudice to the terms of the Consortium Agreement dated on or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess about of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitmententered into between, among others, ▇▇▇▇▇▇▇▇▇ HHBH Holdings Limited, ▇▇▇▇▇▇▇▇▇ HHBG Holdings Limited and Superise Colorful Brands Limited. Each Investor may effect the purchase of equity securities of Parent The Sponsor hereby undertakes that it will not directly or indirectly through one transfer any interest (directly or more Affiliates indirectly held) in Holdco, Topco or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any Bidco without the prior written consent of the other Investors so long as Financial Advisor if the entity(ies) funding Financial Advisor believes that such transfer would adversely affect the Commitment is Scheme or Bidco’s ability to pay all the cash consideration in connection with the Transaction in accordance with the Takeovers Code and/or affect the Financial Advisor being able to make provide the representations cash confirmation as required by Rule 3.5 of and warranties set forth in Section 13; provided, that no such action shall reduce the amount paragraph 11 of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except Schedule 1 to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementTakeovers Code.

Commitment. Each Investor hereby commitscommits (the “Commitment”), severally subject to and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, purchase or cause an assignee permitted by the terms of Section 5 to purchasebe purchased, directly or indirectly, through one or more intermediate entities, from Parent membership units or other equity securities interests of Parent for cash in an aggregate amount that is purchase price equal to the $342 million (such amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined may be reduced as provided below), collectively, the “CommitmentsCommitment Amount”), which amount Commitment Amount shall be used by Parent solely (i) for the purpose of fulfilling Parent’s obligation under allowing Parent and/or Merger Sub to fund a portion of the aggregate Offer Price payable upon closing of the Offer or the aggregate Merger Consideration payable upon consummation of the Merger, as applicable, to refinance, repay and/or discharge existing Indebtedness of the Company and to pay related fees and expenses, in each case pursuant to and in accordance with the Merger Agreement and (ii) to fundpay fees and expenses incurred by Parent or Merger Sub pursuant to the terms of the Merger Agreement (the “Merger Agreement Expenses” and, together with the net proceeds of the Debt Financing, the amounts required to be paid contemplated by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement clause (collectivelyi) above, the “Merger ConsiderationTransaction Payments”); provided, that, Parent’s obligation to fund . Investor agrees that (x) the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash portion of the CompanyCommitted Amount contemplated by clause (i) above shall be purchased at or prior to the earlier of the Offer Closing and Merger Closing, as applicable, and (y) the Commitments, together with portion of the Debt Financing, Committed Amount contemplated by clause (ii) above shall be sufficient to fund all amounts required to purchased as such fees and expenses become due and payable. In no event shall Investor be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide fundsobligated, directly or indirectly, from or to contribute to, Parentpurchase equity of, or otherwise provide funds to, Parent or any of its Affiliates in any amount in excess of such Investor’s Commitmentthe Commitment Amount. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount Amount to be funded under this letter agreement may be reduced on a dollar-for-dollar basis, in a manner specified by Investor, if Parent and Merger Sub do not require (as determined at the Offer Closing or the Merger Closing, as applicable) the full Commitment Amount to pay the Transaction Payments, including if additional funding is actually received pursuant to the Debt Financing or if equity funding is actually received by Parent from another Person (to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and permitted in accordance with, the Merger Agreement (and any related fees, costs, and expenseswith Section 4); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.

Commitment. Each Investor (a) The Sponsor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in Effective Time an aggregate amount that is cash purchase price equal to $6,756,757 (such amount, and as adjusted herein, the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the maximum aggregate amount payable by corresponding commitments under the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below)other ECLs, collectively, the “Commitments”), which amount shall be used by Parent, to the extent necessary, solely for the purpose of fulfilling Parent’s obligation under to (i) fund the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the Consideration and any other amounts required to be paid by Parent at Parent, Merger Sub and the Closing Surviving Company pursuant to, and in accordance with, to the Merger Agreement, including fees, costs (ii) pay any and all fees and expenses required of Parent, Merger Sub and Surviving Company in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid other transactions contemplated by Parent at the Closing pursuant to the Merger Agreement; provided, furtherand (iii) satisfy all of Parent, that no Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor shallAgreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances, circumstances be obligated to contribute tomore than the Commitment pursuant to this letter agreement to Parent or any other Person, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The and the aggregate amount of liability of each Investor under this letter agreement the Sponsor hereunder shall at no time not exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to Commitment. In the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent event that Parent does not require the full amount of the sum of (i) the Commitment plus (ii) the Other Sponsors’ Commitments (as defined in their respective ECLs) to pay consummate the amounts payable Merger, the amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent at to the Closing pursuant tolevel sufficient to fully fund the Merger Consideration, and in accordance with, the Merger Agreement (and pay any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the other amounts required to be paid by Parent on Parent, Merger Sub and the Closing Date under Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment or the RMB equivalent thereof (by applying the U.S. dollars to Renminbi exchange rate of 1:7.40) pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by CCB (Beijing) Investment Fund Management Co., Ltd. to Genetron Health (Beijing) Co., Ltd. (北京泛生子基因科技有限公司) (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent after being converted into US$, and in the event that the amount then available in the escrow account can be converted into US$ in such amount that is greater than the amount of the Commitment, only an amount equal to the amount of the Commitment shall be released to the Parent (which shall constitute the Sponsor’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and Parent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement), the payment of the Commitment to the Parent pursuant to other terms hereof to the extent not satisfied by the amount released to the Parent from the escrow account.

Commitment. Each Investor hereby commits, severally Subject to and not jointly, on upon the terms and subject conditions herein set forth, each Lender severally agrees to the conditions set forth herein, that at make a loan or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column loans (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its a “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below)Loan” and, collectively, the “CommitmentsLoans”)) to the Borrower, which amount Loans shall be used solely for drawn, to the purpose of fulfilling Parent’s obligation extent such Lender has a Commitment under the Merger Agreement to fundapplicable Facility, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions as set forth in below: (a) [reserved] (b) Loans under the Merger Agreement Revolving Facility (each a “Revolving Loan” and, collectively, the “Merger ConsiderationRevolving Loans”); ) (i) shall, subject to the terms and conditions herein, be made at any time and from time to time prior to the Revolving Facility Final Maturity Date, (ii) except as hereinafter provided, thatmay, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Adjusted Term SOFR Loans or Index Rate Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be conditioned on the availability of exceed for any cash of the CompanyLender at any time outstanding that aggregate principal amount which, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant when added to the Merger Agreement; providedproduct of (x) such Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess equals the Revolving Commitment of such Investor’s Lender at such time and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrower shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time after the Closing Date and prior to the Swingline Expiry Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of liability all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. The Borrower shall repay in full each Investor under this letter agreement shall at no time exceed Swingline Loan on the earlier to occur of (1) the date five (5) Business Days after such Investor’s Commitment. Each Investor may effect Swingline Loan is made and (2) the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13Swingline Expiry Date; provided, that no the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan to refinance another outstanding Swingline Loan. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or an Event of Default exists and is continuing until such action time as the Swingline Lender shall reduce have received written notice of (i) rescission of all such notices from the amount party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Investor’s Commitment Default or otherwise affect Event of Default) or (ii) the obligations waiver of such Investor under this letter agreement except to the extent any such Affiliate, Investor Default or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.Event

Commitment. Each Investor (a) The Sponsor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in Effective Time an aggregate amount that is cash purchase price equal to $13,513,514 (such amount, and as adjusted herein, the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the maximum aggregate amount payable by corresponding commitments under the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below)other ECLs, collectively, the “Commitments”), which amount shall be used by Parent, to the extent necessary, solely for the purpose of fulfilling Parent’s obligation under to (i) fund the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the Consideration and any other amounts required to be paid by Parent at Parent, Merger Sub and the Closing Surviving Company pursuant to, and in accordance with, to the Merger Agreement, including fees, costs (ii) pay any and all fees and expenses required of Parent, Merger Sub and Surviving Company in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid other transactions contemplated by Parent at the Closing pursuant to the Merger Agreement; provided, furtherand (iii) satisfy all of Parent, that no Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor shallAgreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances, circumstances be obligated to contribute tomore than the Commitment pursuant to this letter agreement to Parent or any other Person, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The and the aggregate amount of liability of each Investor under this letter agreement the Sponsor hereunder shall at no time not exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to Commitment. In the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent event that Parent does not require the full amount of the sum of (i) the Commitment plus (ii) the Other Sponsors’ Commitments (as defined in their respective ECLs) to pay consummate the amounts payable Merger, the amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent at to the Closing pursuant tolevel sufficient to fully fund the Merger Consideration, and in accordance with, the Merger Agreement (and pay any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the other amounts required to be paid by Parent on Parent, Merger Sub and the Closing Date under Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by Surrich International Company Limited to the Company (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent (which shall constitute the Sponsor’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and Parent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement), the payment of the Commitment to the Parent pursuant to other terms hereof to the extent not satisfied by the amount released to the Parent from the escrow account.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and conditions of this Agreement, ---------- each Lender severally agrees to make Advances of Revolving Loans to the Borrower, from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of the Total Revolving Credit Commitment up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not -------- ------- be required and shall have no obligation to make any Advance (i) so long as a Default or an Event of Default has occurred and is continuing; provided further, -------- -------- that the Required Lenders may elect in writing to make an Advance notwithstanding such Default or Event of Default unless Section 12.06 requires ------------- that all of the Lenders must waive the Default or Event of Default or consent to the underlying actions or conditions resulting in such Default or Event of Default or (ii) if the Agent (in accordance with the terms of this Agreement) has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each -------- ------- Advance, the amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the other terms and conditions set forth hereinof this Agreement, the Borrower may borrow, repay and reborrow hereunder, on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitmentx) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount no Eurodollar Rate Loan shall be used solely for made which has an -------- ------- Interest Period that extends beyond the purpose of fulfilling Parent’s obligation under the Merger Agreement to fundStated Termination Date and (y) each Eurodollar Rate Loan may, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectivelyprovisions of Section 2.08, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned repaid ------------ only on the availability of any cash last day of the CompanyInterest Period with respect thereto unless such payment is accompanied by the additional payment, and the Commitmentsif any, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s CommitmentSection ------- 4.05. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.----

Commitment. Each Investor hereby commits, severally and not jointly, on the terms Upon and subject to the terms and conditions set forth herein, that at or immediately prior (a) each Lender severally and for itself agrees to make revolving loans in Dollars to the ClosingBorrower (collectively called the “Revolving Loans” and individually called a “Revolving Loan”) from time to time on any Business Day during the Availability Period in such ▇▇▇▇▇▇’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Investor shall purchaseLender’s Applicable Percentage, or cause an assignee permitted by Syndicated Letters of Credit at the terms request of Section 5 and for the account of the Account Parties from time to purchasetime during the Availability Period, directly or indirectlyand (c) the Fronting Bank agrees to issue, equity securities extend and renew Fronted Letters of Parent Credit for cash the account of the Account Parties from time to time during the Availability Period and each Lender agrees to purchase risk participations in an aggregate amount that is equal to the amount obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth opposite its name in the second column Section 3.2; provided, however, that after giving effect to any Credit Extension (Commitment) including any concurrent repayment of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined belowSwingline Loans with proceeds of such Credit Extension), collectively(i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the “Commitments”)aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment, which amount (iii) the aggregate LC Obligations with respect to Fronted Letters of Credit shall not exceed the Fronted Letter of Credit Sublimit and (iv) the LC Obligations of any Fronting Bank with respect to Fronted Letters of Credit issued by such Fronting Bank shall not exceed any sublimit agreed to between the Account Parties and such Fronting Bank (it being agreed that the sublimit for ▇▇▇▇▇ Fargo as Fronting Bank with respect to any such Fronted Letters of Credit shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds $25,000,000 as of the Debt Financing, date hereof). Within the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation limits of the Transactions, to be paid at the Closing, on the terms this Section 2.1 and subject to the other terms and conditions set forth in the Merger Agreement (collectivelyhereof, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor Borrower may borrow Loans under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations Section 2.1, prepay Loans under Section 2.3 and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor reborrow Loans under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementSection 2.1.

Commitment. Each Investor hereby commitsThis letter confirms the commitment of the Equity Investor, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, directly or indirectly (or cause an assignee permitted by the terms of Section 5 4(a) hereto to purchase), at or immediately prior to Closing, for an aggregate cash purchase price equal to $250,000,000.00 (such commitment, the “Equity Commitment”), common equity interests of Parent (collectively, the “Subject Equity Securities”). The Equity Commitment shall only be used by Parent, to the extent necessary, to fund, directly or indirectly, equity securities together with the proceeds of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, Debt Financing and Preferred Financing and the maximum aggregate amount payable by proceeds of the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters other equity commitment letters (as defined below), collectively, the “Other Equity Commitments”)) from other investors (each, which amount shall be used solely for the purpose an “Other Equity Investor”) to Parent of fulfilling even date herewith (each, as amended from time to time, an “Other Equity Commitment Letter”): (i) Parent’s obligation payment obligations under Article IV of the Merger Agreement to fund, together with (including the net proceeds payment of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, aggregate Per Share Merger Consideration) and in accordance with, the Merger Agreement, including (ii) related fees, costs and expenses required to be paid by Parent, Merger Sub or the Surviving Corporation, in each case, in connection with the consummation of transactions contemplated by the Transactions, Merger Agreement and pursuant to be paid at the Closing, on the terms and subject to the conditions set forth in accordance with the Merger Agreement (clauses (i) and (ii) collectively, the “Merger ConsiderationTransaction Costs”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, for no other purposes. The Equity Investor shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated pursuant to this letter to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s to Parent more than the Equity Commitment. The aggregate amount of liability of each Investor under this letter agreement shall In the event that, after taking into account funds available from other sources at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; providedClosing, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments Equity Commitment in order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, consummate the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date perform its obligations under the Merger Agreement, the amount to be funded under this letter agreement will be reduced by such amount that is not so required by Parent. Notwithstanding anything to the contrary set forth herein, in no event will the cumulative liability of the Equity Investor under this letter exceed the amount of the Equity Commitment.

Commitment. Each Investor hereby commits, severally and not jointly, on the terms On and subject to the terms and conditions of this Reimbursement and Pledge Agreement, (a) the Fronting Bank agrees to issue, extend and renew for the account of the Borrower one or more standby letters of credit (a “Letter of Credit”) from time to time before the Commitment Termination Date, (b) each Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of the Borrower from time to time before the Commitment Termination Date in such Lender’s Commitment Percentage of such aggregate stated amounts of Several Letters of Credit, (c) each Lender hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under Letters of Credit that are Fronted Letters of Credit as more fully set forth hereinin §2.2, and (d) with respect to Several Letters of Credit, the Fronting Bank hereby agrees that it shall be severally (and not jointly) liable for an amount equal to its Commitment Percentage plus each Participating Bank’s Commitment Percentage and each Participating Bank hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under any such Several Letter of Credit in an amount equal to such Participating Bank’s Commitment Percentage; provided however, that at or immediately prior after giving effect to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors any Credit Extension pursuant to this letter agreement and §2.1.1, (x) the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds sum of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing Total Outstandings shall not be conditioned on exceed the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Total Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (By) the Investor Total Outstandings shall remain primarily liable hereunder unless and until not exceed the entire Commitment amount is so receivedCollateral Coverage Amount. The amount Borrower, the Fronting Bank and the Lenders agree that on and after the Closing Date, the Letters of Credit listed on Schedule 2.1.1 (the “Existing Letters of Credit”) shall be Letters of Credit hereunder and shall cease to be funded outstanding under this letter agreement may be reduced to that certain Amended and Restated Letter of Credit Reimbursement and Pledge Agreement dated as of June 9, 2006 among the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance withBorrower, the Merger Agreement (Administrative Agent and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementvarious financial institutions.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein, that the EC Investor hereby commits and agrees that, at or immediately prior to the Closing, such Investor it shall purchase, or cause an assignee permitted by the terms of Section 5 to purchasepurchase of, directly or indirectlyindirectly through one or more intermediate entities, equity securities interests of Parent for cash with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate amount that is purchase price equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto US$720,000 (the maximum amount payable by each Investor, its “Commitment”) (such Commitment, and together with the maximum aggregate amount payable by the Investors pursuant to this letter agreement and commitments of the Other EC Investors pursuant to under the Other Equity Commitment Letters (as defined below), collectivelyLetters, the “CommitmentsAggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), which amount shall and this Letter may not be used solely for enforced against the purpose of fulfilling Parent’s obligation EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Merger Agreement to fundOther Equity Commitment Letters, together with the net proceeds of the Debt FinancingFinancing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Closing Effective Time pursuant to, and in accordance with, to Article 2 of the Merger Agreement, including fees, costs and expenses required Agreement in connection with the consummation of the Transactions, to be paid at including the ClosingMerger, on upon the terms and subject to the conditions set forth in of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the “Merger ConsiderationClosing Payments”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant . Subject to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations terms and warranties conditions set forth in Section 13; providedthis Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that no is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such action shall reduce person at or prior to the Closing for the purpose of funding the Closing Payments. If (and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced by Parent in accordance with the Interim Investors Agreement, but only to the extent that Parent does not require the full amount of the Commitments has sufficient funds to pay the amounts payable Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by Parent at the Closing pursuant to, and EC Investor in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the exchange for payment of the amounts required to Commitment shall be paid by Parent on determined in accordance with the Closing Date under the Merger Interim Investors Agreement.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject conditions of this Agreement (including without limitation Section 2.3 hereof), each Revolving Credit Lender severally and for itself alone agrees to make Advances of the Revolving Credit in any one or more of the Permitted Currencies to any of the Borrowers from time to time on any Business Day during the period from the Restatement Date until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any Revolving Credit Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Revolving Credit Lender’s Revolving Credit Percentage. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Revolving Credit Advances in Alternative Currencies shall be determined, denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth herein, that at or immediately prior advances, repayments and readvances may be made under the Revolving Credit. Advances of the Revolving Credit shall be subject to the Closingfollowing additional conditions and limitations: (a) No Permitted Borrower shall be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder until (i) it has become a party to this Agreement, such Investor shall purchaseeither by execution and delivery of this Agreement, or cause an assignee permitted by execution and delivery of a Permitted Borrower Addendum to this Agreement, (ii) it has become a party to the terms applicable Guaranty either by execution and delivery of Section 5 such Guaranty or by execution and delivery of a Joinder Agreement to purchasesuch Guaranty, and (iii) in the case of each Permitted Borrower, Company has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the case may be, pursuant to a Pledge Agreement those Equity Interests issued by such Permitted Borrower and owned (directly or indirectly) by Company by authority documents, equity securities legal opinions and other supporting documents as reasonably required by Agent and the Required Revolving Credit Lenders hereunder; (b) No Subsidiary which is a Permitted Borrower as of Parent for cash in an aggregate amount that is equal the Restatement Date nor any Foreign Subsidiary which becomes a Permitted Borrower after the Restatement Date shall be entitled to the amount set forth opposite its name request or maintain (or, in the second column (Commitmentcase of any Eurocurrency-based Advance, maintain beyond any applicable Interest Period then in effect) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds an Advance of the Debt Financing, Revolving Credit or the amounts required Swing Line or the issuance of a Letter of Credit hereunder if it ceases to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation a Wholly Owned Subsidiary of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein, that at or immediately prior (i) the Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, from time to time on any Business Day during the Closingperiod from the Closing Date until the LC Availability Termination Date, such Investor shall purchaseto issue, increase, or cause extend the expiration date of Letters of Credit (any such issuance, increase, or extension, an assignee permitted “Issuance Event”) denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Guarantor (in which case the Borrower and such Guarantor shall be co-applicants with respect to such Letter of Credit), in accordance with subsection (b) below, and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Guarantor and any drawings thereunder; provided that after giving effect to any LC Credit Extension with respect to any Letter of Credit, (A) the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments, (B) the aggregate outstanding amount of the Revolving Advances of any Lender plus such Lender’s Applicable Percentage of the Letter of Credit Exposure, shall not exceed such Lender’s Revolving Commitment, and (C) the aggregate outstanding amount of the Revolving Advances plus the aggregate Financial and Documentary LC Exposure shall not exceed the Revolving Sublimit. Each request by the terms of Section 5 Borrower or Guarantor for an Issuance Event shall be deemed to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable be a representation by the Investors pursuant to this letter agreement and Borrower that the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together LC Credit Extension so requested complies with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectivelyproviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the “Merger Consideration”); providedBorrower’s ability to obtain Letters of Credit shall be fully revolving, thatand accordingly the Borrower may, Parent’s obligation during the foregoing period, obtain Letters of Credit to fund replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Immediately upon the amounts required to be paid by Parent at issuance or increase of each Letter of Credit (including the Closing shall not be conditioned on the availability of any cash deemed issuance of the CompanyExisting Letters of Credit), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant Issuing Bank a risk participation in such Letter of Credit in an amount equal to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess product of such InvestorLender’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce Applicable Percentage times the amount of such Investor’s Commitment Letter of Credit (or otherwise affect such increase). No Letter of Credit will be issued, increased or extended unless: (i) after giving effect to such Issuance Event the obligations Revolving Outstanding Amount would not exceed the aggregate Revolving Commitments of all Lenders at the time of such Investor under this letter agreement except proposed Issuance Event; (ii) after giving effect to such Issuance Event the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that sum of (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (Ba) the Investor shall remain primarily liable hereunder unless Financial and until Documentary LC Exposure plus (b) the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full outstanding amount of the Commitments Revolving Advances would not exceed the Revolving Sublimit; (iii) such Letter of Credit has an expiration date not later than five Business Days prior to pay the amounts payable by Parent scheduled Maturity Date and not later than one-year from the issuance thereof; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the Closing pursuant tooption of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the scheduled Maturity Date), provided that such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iv) such Letter of Credit is in form and substance acceptable to the Issuing Bank in its reasonable discretion; and (v) the Borrower, and in accordance withif such Letter of Credit is for the account of a Guarantor, such Guarantor, has delivered to the Issuing Bank a completed and executed Letter of Credit Application and a completed Letter of Credit Request; provide that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the Merger terms of this Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementcontrol.

Commitment. Each The Investor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or immediately prior the Acceptance Time, to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchasepurchase of, directly or indirectly, the equity securities of Parent for a cash in an aggregate amount that is purchase price equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto not less than $30,500,000 (the maximum amount payable by each Investor“Minimum Amount”) but not greater than $35,500,000 (the “Maximum Amount” and such commitment, its as determined pursuant to the following sentence, the “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under (i) allowing Parent (through the other Parent Entities and Merger Agreement Sub, as applicable) to fund, together with the net proceeds fund a portion of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger AgreementRequired Amount, including fees, costs the payment of related fees and expenses required in connection with the Parent Entities’ and Merger Sub’s consummation of the TransactionsTransactions and the Financing, and (ii) funding cash to the balance sheet of the Company, funding cash deposits in the name of the Company, or otherwise providing capital to fund the Transactions or any fees, costs or expenses associated with the Transactions solely to the extent necessary, up to the Maximum Amount, to be paid at the Closing, on the terms and subject to ensure that the conditions set forth in the Merger Agreement Debt Commitment Letter will be satisfied and that the amount of Debt Financing available to be funded will together with the Commitment and domestic cash and cash equivalents of the Company and its Subsidiaries on hand be equal to or greater than the Required Amount (collectivelyany uses referred to in this clause (ii), the “Merger ConsiderationNon-Impairment Funding”); provided, that, Parent’s obligation to fund the amounts . The Investor shall be required to be paid by Parent at increase the Closing shall not be conditioned on the availability of any cash amount of the Company, and Commitment above the Commitments, together with Minimum Amount (but not in excess of the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant Maximum Amount) on a dollar-for-dollar basis to the Merger Agreement; providedextent of the Non-Impairment Funding. Notwithstanding the foregoing, further, that no the Investor shallshall not, under any circumstances, be obligated to contribute toor cause to be contributed more than the Maximum Amount to Parent. Without limiting the total amount of the Commitment in any way, in no event shall more than $7.0 million of the Commitment be used to fund any transaction fees, costs or expenses incurred by the Investor, any Parent Entity, Merger Sub, or purchase equity or otherwise provide fundsany of their respective Affiliates (excluding, directly or indirectlyfor the avoidance of doubt, from or tothe Company), Parentincluding professional fees, in costs and expenses and any amount in excess of such Investor’s Commitmentfees, costs and expenses related to the Debt Financing. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of the equity securities of Parent directly or indirectly through assignment to one or more Affiliates affiliated/associated entities or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13co-investors; provided, that no such action assignment or satisfaction via debt instrument shall reduce the amount of such Investor’s the Commitment or otherwise affect the obligations of such the Investor under this letter agreement Agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts set forth in cash actually and irrevocably received by Parent, and (B) Section 9. In the event Parent does not require all of the equity with respect to which the Investor shall remain primarily liable hereunder unless has made the Commitment (including in respect of any Non-Impairment Funding and until otherwise up to the entire Commitment amount is so received. The Maximum Amount) in order to consummate the Transactions or the Debt Financing, the amount to be funded under this letter agreement Agreement may be reduced to in a manner determined by the extent Investor that Parent does will not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with adversely affect the consummation of the Closing Transactions or the Financing but in no event will the amount to be funded under this Agreement be reduced to an amount less than the extent that Purchaser does not require the full amount Minimum Amount. The proceeds of the Commitments in respect of the payment of the amounts required to Commitment will be paid immediately contributed by Parent on the Closing Date under the Merger Agreementto BBX Intermediate and immediately used by BBX Intermediate, directly or indirectly, as provided for above.

Commitment. Each Investor hereby commits(a) From and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to (i) make Revolving Loans to the Borrower and (ii) participate in Facility LCs issued upon the request of the Borrower provided that after giving effect to the making of each such Revolving Loan and the issuance of such Facility LC, such Lender's Outstanding Credit Exposure shall not jointlyexceed in the aggregate at any one time outstanding its Pro Rata Share of the Aggregate Outstanding Credit Exposure, and provided further that at no time shall the Aggregate Outstanding Credit Exposure exceed the Aggregate Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitment to extend credit hereunder shall expire on the Facility Termination Date. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.19. (b) If no Default or Unmatured Default has occurred and is continuing, the Borrower may, by notice to the Administrative Agent, request that, on the terms and subject to the conditions set forth hereincontained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that at or immediately prior are satisfactory to the Closing, such Investor shall purchase, or cause an assignee permitted by Administrative Agent and the terms of Section 5 Borrower provide up to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount of $50,000,000 in additional Commitments. Upon receipt of such notice, the Administrative Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Commitments; PROVIDED that is equal to the amount set forth opposite its name in Administrative Agent will first offer each of the second column Lenders that then has a Commitment a pro rata portion (Commitmentbased upon the Commitments at such time) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliateadditional Commitments. Alternatively, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount any Lender may commit to be funded under this letter agreement may be reduced to the extent that Parent does not require provide the full amount of the requested additional Commitments and then offer portions of such additional Commitments to pay the amounts payable other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Commitments, (i) the Aggregate Commitment shall be increased by Parent at the Closing pursuant to, and in accordance with, amount of the Merger Agreement (and any related fees, costs, and expenses); additional Commitments agreed to be so provided, that any such reduction (ii) the Pro Rata Shares of the respective Lenders in respect of the Commitments shall be applied adjusted accordingly, (iii) at such time and in such manner as the manner agreed amongst the Investors Borrower and the Other Investors; provided, further Administrative Agent shall agree (it being understood that the Borrower and the Administrative Agent will use all commercially reasonable efforts to avoid the prepayment or assignment of any such reduction shall only occur simultaneously with Eurodollar Advance on a day other than the consummation last day of the Closing Interest Period applicable thereto), the Lenders shall assign and assume outstanding Revolving Loans and participations in L/C Obligations so as to cause the amount of such Revolving Loans and participations in L/C Obligations held by each Lender to conform to the extent that Purchaser does not require the full amount respective percentages of the applicable Commitments in respect of the payment of Lenders and (iv) the amounts required Borrower shall execute and deliver any additional Notes or other amendments or modifications to be paid by Parent on this Agreement or any other Loan Documents as the Closing Date under the Merger AgreementAdministrative Agent may reasonably request.

Commitment. Each Rollover Investor hereby commitscommits (its “Commitment”), severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or to transfer, contribute and deliver to Purchaser immediately prior to the Closing, Effective Time the number of shares of Company Common Stock set forth opposite such Investor shall purchase, or cause an assignee permitted Rollover Investor’s name on Schedule A hereto (its “Rollover Investment”) in exchange for a membership interest in Purchaser represented by a number of common units equal to (A) the number of common units of Purchaser to be issued to the Guarantor in exchange for the equity contribution to Purchaser to be made by the terms Guarantor in connection with the Merger multiplied by (B) a fraction, the numerator of Section 5 to purchase, directly or indirectly, equity securities which is the value of Parent for cash in an aggregate amount such Rollover Investor’s Rollover Investment (assuming that the value of each share of Company Common Stock is equal to the amount set forth opposite its name in the second column (CommitmentMerger Consideration) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable denominator of which is the equity contribution to Purchaser to be made by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required Guarantor in connection with the consummation Merger (such membership interest (represented in the form of the Transactions, common units) in Purchaser to be paid at issued to such Rollover Investor in exchange for the ClosingRollover Investment, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the its “Merger ConsiderationPurchaser Equity Securities”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing provided that each Rollover Investor shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated to transfer, contribute toor deliver to Purchaser any amounts or consideration other than its respective Rollover Investment, or purchase equity or to otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) funds to Purchaser or any of its Affiliates in connection with the transactions contemplated by the Merger Agreement. In connection with its Rollover Investment, each Rollover Investor hereby commits to execute and deliver at the Closing an Amended and Restated Limited Liability Company Agreement (or limited partnership equivalent(s)) for Purchaser containing the terms and conditions set forth on Schedule B hereto and such other customary terms and conditions reasonably agreed between the Guarantor and such Rollover Investor, and such other ancillary agreements in forms and substance reasonably satisfactory to such Rollover Investor, as Purchaser or the Guarantor may reasonably request. Notwithstanding the foregoing, prior to the Effective Time, the Rollover Investors so long as may elect to reduce their aggregate Rollover Investment by an amount equal to $6 million (calculated net of applicable withholding taxes and other applicable deductions), subject to the entity(ies) funding the Commitment is able to make the representations and warranties terms set forth in Section 13; provided, that no such action shall reduce the amount first paragraph under “Approximate Equity Capitalization at the Closing” and clause (vi) of such Investor’s Commitment or otherwise affect the obligations of such Investor first paragraph under this letter agreement except “Transfer Restrictions” on Schedule B hereto. The parties hereto intend for the Rollover Investment to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only made on a dollartax-for-dollar free basis for amounts in cash actually and irrevocably received by Parentunder the Internal Revenue Code of 1986, as amended, and (B) will treat the Investor Rollover Investment as such for all tax purposes unless otherwise required by applicable law. At the Closing, Purchaser shall remain primarily liable hereunder unless and until cause the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant Company to, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall, execute and deliver an employment agreement in accordance withsubstantially the form set forth on Schedule C hereto. For the avoidance of doubt, the Merger Agreement (parties agree and any related feesacknowledge that in connection with the Rollover Investment, costs, and expenses); provided, that any such reduction in each share of Company Common Stock forming the Commitments Rollover Investment shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under valued at the Merger AgreementConsideration.

Commitment. Each Investor hereby commitsIn connection with the foregoing, severally the Commitment Parties are pleased to advise you of their commitment to provide the Delayed-Draw Term Loan Facility, on a several and not jointlyjoint basis, on in the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount amounts set forth opposite its each such Commitment Party’s name in the second column (Commitment) of Schedule A on Annex 1 hereto (the maximum amount payable by each Investor“DDTL Commitments”) upon the terms set forth or referred to in this Commitment Letter, its “Commitment”including the Term Sheet, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant subject only to the Other Equity satisfaction or waiver of the Financing Conditions (as defined below). The rights and obligations of each of the Commitment Letters Parties under this Commitment Letter shall be several and not joint, and no failure of any Commitment Party to comply with any of its obligations hereunder shall prejudice the rights or obligations of any other Commitment Party; provided that no Commitment Party shall be required to replace the DDTL Commitment of another Commitment Party in the event such other Commitment Party (the “Defaulting Commitment Party”) fails to provide its DDTL Commitment on the Closing Date (as defined below), collectivelybut may at its option do so, in whole or in part, in which case such performing Commitment Party shall be entitled to all or a proportionate share, as the case may be, of the Delayed-Draw Term Loan Facility and related fees that would otherwise be issued to the Defaulting Commitment Party. In the event that any Defaulting Commitment Party fails to execute the Definitive Financing Documentation on the Closing Date, the Company can enforce rights of money damages upon such breach and any other remedies that may be available under law. You will use commercially reasonable efforts to designate a third party reasonably acceptable to the Commitment Parties having or holding a majority of the outstanding principal amount of the DDTL Commitments (excluding any Defaulting Commitment Parties, the “CommitmentsRequired Commitment Parties”) and you to act as the administrative agent and collateral agent with respect to the Delayed-Draw Term Loan Facility (the “DDTL Agent”). For the avoidance of doubt, which amount each Commitment Party confirms that its DDTL Commitments under this Commitment Letter are not conditional upon any person being so appointed DDTL Agent. Notwithstanding any other provision of this Commitment Letter to the contrary and notwithstanding any syndication, assignment or other transfer by any Commitment Party, (a) no Commitment Party shall be used solely for the purpose of fulfilling Parent’s relieved, released or novated from its obligations hereunder (including its obligation under the Merger Agreement to fund, together with the net proceeds fund its applicable percentage of the Debt Financing, the amounts required to be paid by Parent at Delayed-Draw Term Loan Facility on or after the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required Date) in connection with any syndication, assignment or other transfer until after the consummation Definitive Financing Documentation becomes effective on the Closing Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any portion of the TransactionsCommitment Party’s commitments in respect of the Delayed-Draw Term Loan Facility until the Closing Date and (c) unless the Borrower agrees in writing, to be paid at the Closing, on the terms Commitment Parties shall retain exclusive control over all rights and subject obligations with respect to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the DDTL Commitments in respect of the payment of the amounts required Delayed-Draw Term Loan Facility, including all rights with respect to be paid by Parent on consents, waivers, modifications, supplements and amendments, until the Closing Date under has occurred. It is understood and agreed that, in the Merger Agreementevent that the Company effects a Company Separation in connection with the Restructuring the Delayed-Draw Term Loan Facility shall be reduced in size and the Financial Covenants and Negative Covenants adjusted based on the assets and EBITDA attributable to Reorganized RemainCo, in each case, proportionately by an amount reflecting the size and scale of the Reorganized RemainCo relative to the Company prior to the Company Separation and as agreed by you and the Required Commitment Parties in light of the size, scale and nature of the business of Reorganized RemainCo.

Commitment. Each Investor hereby commits, severally and not jointly, on (a) Subject to the terms and subject to the conditions set forth herein, that Investor hereby commits to contribute (or cause to be contributed) (the “Closing Contribution”) to SPV, at or immediately prior to the ClosingEffective Time, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column of up to US$450,000,000 (Commitment) of Schedule A hereto (the maximum amount payable by each Investorsuch amount, its “Commitment”, and the maximum aggregate amount payable by the Investors as may be reduced pursuant to this letter agreement and Section ‎1(a), the Other Investors pursuant to “Closing Commitment”), as consideration for the Other Equity Commitment Letters Subscription Shares (as defined below), collectively, in the “Commitments”), which amount SSA) issued to CTB. Such Closing Commitment shall be used by SPV, to the extent necessary, solely for the purpose of fulfilling Parentfunding SPV’s obligation under the Merger Agreement SPV ECL to fund, together with the net proceeds fund a portion of the Debt Financing, the amounts aggregate Per Share Merger Consideration required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no . Investor shallshall not, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide fundscontribute, directly or indirectly, from more than the Closing Commitment to SPV or toany other Person pursuant to the terms of this letter agreement, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of and the liability of each Investor under this letter agreement hereunder shall at no time not exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s the Closing Commitment or otherwise affect less any portion of the obligations of such Investor under this letter agreement except to Closing Commitment that has been funded in accordance with the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so receivedterms hereof. The amount of the Closing Commitment to be funded under this letter agreement may shall be reduced to the extent (x) SPV’s commitment under the SPV ECL is reduced pursuant to the terms thereof or (y) SPV does not require all of the funds to satisfy its payment obligations under the SPV ECL. (b) Subject to the terms and conditions set forth herein, Investor hereby commits to contribute (or cause to be contributed) (the “PTF Contribution”) to SPV cash in the same amount equal to the SPV’s Guaranteed Obligations that Parent become due and payable pursuant to the SPV LG up to US$9,906,707 (such amount, as may be reduced pursuant to this Section ‎1‎(b), the “PTF Commitment”), as consideration for the Subscription Shares issued to CTB, at such time when such Guaranteed Obligations become due and payable pursuant to the SPV LG. Such PTF Commitment shall be used by SPV, to the extent necessary, solely for the purpose of funding SPV’s obligation under the SPV LG to pay any Guaranteed Obligations when they become due and payable (but only up to an aggregate amount of the Maximum Amount as provided in the SPV LG). Investor shall not, under any circumstances, be obligated to contribute, directly or indirectly, more than the PTF Commitment to SPV or any other Person pursuant to the terms of this letter agreement (other than Section ‎1(a)), and the liability of Investor hereunder (other than under Section ‎1(a)) shall not exceed the amount of the PTF Commitment less any portion of the PTF Commitment that has been funded in accordance with the terms hereof. The amount of the PTF Commitment to be funded under this letter agreement shall be reduced to the extent (x) SPV’s obligation under the SPV LG to pay any Guaranteed Obligations is relieved, released or terminated pursuant to the terms thereof or any other agreement between the SPV and the Company or (y) SPV has any alternative funds to satisfy the Guaranteed Obligations under the SPV LG. (c) Investor may effect the Closing Contribution or PTF Contribution directly or indirectly through (x) one or more Affiliates of Investor or (y) any investment fund or vehicle advised or managed by Investor or any of its Affiliates or (z) any Person that is a limited or general partner of Investor or any of such investment funds or vehicles. (d) For the avoidance of doubt, in no event shall Investor be obligated to contribute both the Closing Contribution and the PTF Contribution. (e) To the extent SPV does not require the full amount of the Commitments Closing Contribution or PTF Contribution funded by Investor to pay satisfy its obligations under the amounts payable by Parent at SPV ECL or SPV LG, as the Closing pursuant tocase may be, and in accordance with, the Merger Agreement (and or receives any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments refund in respect of the payment of the amounts required Closing Contribution or PTF Contribution or if any portion thereof is otherwise returned to be paid by Parent on the Closing Date under the Merger AgreementSPV, SPV shall promptly (but in any event within 10 Business Days) distribute such amount to Investor or its designee.

Commitment. Each Investor (a) (i) BTO hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectivelythis Letter Agreement, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on Closing, to purchase, or cause the availability purchase of, equity of any CF Corp for an aggregate cash purchase price equal to one-third (1/3) of the Companyaggregate FPS Purchase Price (as defined in the Forward Purchase Agreements), and if any, not funded by one or more Purchasers (as defined in the Commitments, together with the Debt Financing, shall be sufficient Forward Purchase Agreements) at or prior to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Forward Purchase Agreements (such aggregate unfunded amount, the “FPA Shortfall”), up to an aggregate amount of $3,000,000 and (ii) FNF hereby commits, on the terms and subject to the conditions set forth in this Letter Agreement; provided, furtherat the Closing, that no Investor shallto purchase, or cause the purchase of, equity of CF Corp for an aggregate cash purchase price equal to two-third (2/3) of the FPA Shortfall, up to an aggregate amount of $6,000,000 (such aggregate amount, with respect to each Sponsor, its “Commitment”), solely for the purpose of allowing CF Corp to pay the Closing Date Purchase Price, the Transaction Expenses and costs and expenses (including fees and expenses payable to Representatives) incurred by Buyer in connection with the Share Purchase Agreement and the transactions contemplated thereby. (b) Each Sponsor will not, under any circumstances, be obligated to contribute tomore than its Commitment to CF Corp; provided, that the foregoing shall not limit the obligations under (i) the Limited Guaranties, (ii) the Forward Purchase Agreements, (iii) the Equity Commitment Letters and (iv) the Information Letter Agreements. (c) In exchange for providing its Commitment hereunder, CF Corp shall pay to BTO or purchase equity or otherwise provide fundsits designated Affiliate promptly following the Closing, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate the amount of liability $45,000, and with such amount payable whether or not any portion of each Investor under this letter agreement the Commitment is ultimately required to be funded. (d) In exchange for providing its Commitment hereunder, CF Corp shall at no time exceed pay to FNF promptly following the Closing, the amount of $90,000, and with such Investor’s Commitment. amount payable whether or not any portion of the Commitment is ultimately required to be funded. (e) Each Investor Sponsor may effect the purchase of the equity securities of Parent CF Corp directly or indirectly through one or more Affiliates affiliated entities or an entity managed or advised other co-investors designated by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13it; providedhowever, that no such action shall will reduce the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor Sponsor under this letter agreement except Letter Agreement. In the event that CF Corp does not require all of the equity with respect to which each Sponsor has made this Commitment in order to pay the extent any such AffiliateClosing Date Purchase Price and the Transaction Expenses, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement Letter Agreement may be reduced as determined by such Sponsor. (f) The obligation of each Sponsor to fund or cause the extent that Parent does not require the full amount funding of the Commitments Commitment shall be subject to pay (i) the amounts payable satisfaction (or waiver by Parent Buyer) of the conditions set forth in Section 8.01(a) and (b) of the Share Purchase Agreement (other than those conditions that by their terms are to be satisfied at the Closing pursuant to, Closing) and in accordance with, (ii) the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the substantially concurrent consummation of the Closing to in accordance with the extent that Purchaser does not require the full amount terms of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Share Purchase Agreement.

Commitment. 2.1 Each Equity Investor hereby commits, severally and not jointlyirrevocably confirms and undertakes to Bidco that, on subject to the terms and subject to the conditions set forth hereinof this Letter (including, that at or immediately prior to the Closingwithout limitation, such Investor shall purchaseparagraph 3 below), it will make, or cause an assignee permitted procure that one or more of its Contributing Parties (as defined below) makes, one or more direct or indirect investments in Bidco (by the terms way of Section 5 to purchase, directly or indirectly, subscription for equity and/or debt securities and/or by way of Parent for cash loan) in an aggregate amount that is equal to of the amount set forth out opposite its name in the second column (Commitment2) of the table in Schedule A hereto 1 of this Letter (the maximum amount payable by "Commitment" and together with the Commitment of each other Equity Investor, its “the "Aggregate Commitment”, ") and it will not withdraw or extract or suffer or cause to be redeemed or repaid such sums prior to the maximum aggregate amount payable date by which Bidco must pay the Investors pursuant cash consideration to this letter agreement the shareholders of the Target in connection with and the Other Investors pursuant to the Other Offer (the "Relevant Date"), as required by the Takeover Code. 2.2 Subject to the terms of this Letter, each Equity Investor will fund, or procure that one or more of its Contributing Parties funds, the amount of its Commitment Letters in immediately available funds so that it is received in cleared funds in Sterling by Bidco on or before the date that is three (3) Business Days (as defined in the Takeover Code) prior to the Relevant Date (the "Funding Date"). 2.3 Subject to the terms and conditions of this Letter (including, without limitation, paragraph 3 below), collectively, the “Commitments”), which amount shall ) each Equity Investor's Commitment will be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fundby Bidco, together with the net proceeds of the Debt Financing, the amounts required funds to be paid provided to Bidco under any debt financing documentation to be entered into by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required Bidco in connection with the consummation Offer, to satisfy Bidco's obligation to pay the consideration due from Bidco at the Relevant Date and Bidco's costs and/or expenses in connection with the Offer. 2.4 Each Equity Investor's Commitment may take such forms and be advanced on such terms as the Equity Investor and Bidco may determine at their sole discretion, subject at all times to and without prejudice to the other terms of this Letter. 2.5 Each Equity Investor severally warrants to Bidco that, in respect of itself only, as of the Transactionsdate of this Letter: (a) it has (i) funds available to it equal to at least its Commitment and/or (ii) undrawn commitments equal to at least its Commitment; (b) it has the power and authority required to enter into this Letter and to perform fully its obligations as contemplated by this Letter in accordance with its terms; (c) the execution, delivery and performance of this Letter by it has been duly and validly authorised and approved by all necessary corporate, partnership or limited liability partnership actions, as applicable, and no other proceedings or actions on its part are required therefor; and (d) the execution, delivery and performance by it of this Letter does not and will not (i) violate its organisational documents, (ii) violate any applicable law, binding regulation, judgment or similar applying to it or (iii) result in any violation of or default (with or without notice or lapse of time, or both) under or give rise to right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract to which it is a party which would affect its ability to perform the obligations imposed on it under the terms of this Letter and/or any other document referred to in this Letter. 2.6 Each Equity Investor may, with the prior written consent of the Financial Adviser (not to be paid at the Closingunreasonably withheld or delayed), on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor satisfy its obligations under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly Letter through one or more Affiliates or an entity managed or advised Contributing Parties designated by an Affiliate (other than Parent or any subsidiary thereof) or any of it and, in such event, the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such relevant Equity Investor’s Commitment hereunder will be reduced by any amounts in Sterling that are actually contributed directly or otherwise affect indirectly to Bidco by such persons on or before the obligations Funding Date (and that are not withdrawn, extracted, redeemed or repaid until after the Payment Obligations have been fulfilled by Bidco) (such amounts being the relevant Equity Investor's "Substituted Amount(s)"), provided that (i) the Financial Adviser's consent shall not be required in respect of any such Investor under this letter agreement except Substituted Amount(s) to the extent any such AffiliateSubstituted Amount(s) are unconditionally received in cleared funds (with no obligation to withdraw, extract, redeem or repay until after the Payment Obligations have been fulfilled by Bidco) by Bidco prior to the latest date by which the Drawdown Notices must be issued by the relevant Equity Investor or other Person actually fulfills to enable such obligation; provided, that (A) credit shall Equity Investor's Commitment to be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced Bidco in Sterling on or prior to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Funding Date under the Merger Agreement.and

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein, that the EC Investor hereby commits and agrees that, at or immediately prior to the Closing, such Investor it shall purchase, or cause an assignee permitted by the terms of Section 5 to purchasepurchase of, directly or indirectlyindirectly through one or more intermediate entities, equity securities interests of Parent for cash with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate amount that is purchase price equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto US$110,000 (the maximum amount payable by each Investor, its “Commitment”) (such Commitment, and together with the maximum aggregate amount payable by the Investors pursuant to this letter agreement and commitments of the Other EC Investors pursuant to under the Other Equity Commitment Letters (as defined below), collectivelyLetters, the “CommitmentsAggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), which amount shall and this Letter may not be used solely for enforced against the purpose of fulfilling Parent’s obligation EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Merger Agreement to fundOther Equity Commitment Letters, together with the net proceeds of the Debt FinancingFinancing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Closing Effective Time pursuant to, and in accordance with, to Article 2 of the Merger Agreement, including fees, costs and expenses required Agreement in connection with the consummation of the Transactions, to be paid at including the ClosingMerger, on upon the terms and subject to the conditions set forth in of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the “Merger ConsiderationClosing Payments”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant . Subject to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations terms and warranties conditions set forth in Section 13; providedthis Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that no is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such action shall reduce person at or prior to the Closing for the purpose of funding the Closing Payments. If (and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced by Parent in accordance with the Interim Investors Agreement, but only to the extent that Parent does not require the full amount of the Commitments has sufficient funds to pay the amounts payable Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by Parent at the Closing pursuant to, and EC Investor in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the exchange for payment of the amounts required to Commitment shall be paid by Parent on determined in accordance with the Closing Date under the Merger Interim Investors Agreement.

Commitment. (a) Each Investor Incremental Revolving Loan Lender hereby commits, severally agrees to commit to provide its respective Incremental Revolving Commitments as set forth on Schedule A annexed hereto and not jointlyto make its Incremental Revolving Loans, on the terms and subject to the conditions set forth herein. (b) By executing and delivering this Agreement, each Incremental Revolving Loan Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Incremental Revolving Loan Lender has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, (ii) such Incremental Revolving Loan Lender confirms that it has received a copy of this Agreement, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Incremental Revolving Loan Lender agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or immediately prior not taking action under this Agreement or the Credit Agreement; (iv) such Incremental Revolving Loan Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Credit Agreement and the other Loan Documents as are delegated to the ClosingAdministrative Agent, as the case may be, by the terms hereof and thereof, together with such Investor shall purchase, or cause an assignee permitted powers as are reasonably incidental thereto; and (iv) such Incremental Revolving Loan Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, this Agreement and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Credit Agreement to fund, together with the net proceeds of the Debt Financing, the amounts it is required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long perform as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementLender.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject conditions of this Agreement, Lender hereby agrees to make credit advances on a revolving basis (collectively the conditions set forth herein“Loan”) to Borrower from time to time, that at or immediately prior to on any Business Day during the ClosingAvailability Period, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal not to exceed the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), proceeds of which amount shall be used solely by Borrower for working capital and other corporate purposes. Borrower’s obligation to repay the Loan shall be further evidenced by the Note. Advances on the Loan shall be made pursuant to documentation or correspondence required by Lender that is signed or otherwise submitted by a Responsible Officer. As a subfeature under the Loan, Lender agrees from time to time during the term thereof to issue standby letters of credit for the purpose account of fulfilling Parent’s obligation Borrower (each, a "Letter of Credit" and collectively, "Letters of Credit") in an aggregate, undrawn amount not to exceed $5,000,000.00. The form and substance of each Letter of Credit shall be subject to approval by Lender, in its sole discretion. No Letter of Credit shall have an expiration date more than twelve (12) month past the Maturity Date. The undrawn amount of all Letters of Credit shall reduce the Commitment and be reserved under the Merger Loan and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms, conditions, fees, and rates set forth in the Letter of Credit agreements, applications and any related documents required by Lender in connection with the issuance thereof. Each draft paid under a Letter of Credit shall be deemed an advance under the Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to fundsuch advances; provided however, that if advances under the Loan are not available, for any reason, at the time any draft is paid, then Borrower shall immediately pay to Lender the full amount of such draft, together with interest thereon from the net proceeds date such draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to the Letter of Credit. Furthermore, upon the occurrence of the Debt FinancingMaturity Date or an Event of Default, Borrower shall immediately pay to Lender an amount equal to all outstanding Letters of Credit to be held by Lender as collateral for the reimbursement obligation that would arise upon a draw under any such outstanding Letters of Credit. In any such event Borrower agrees that Lender, in its sole discretion, may debit any account maintained by Borrower with Lender for the required amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementBorrower.

Commitment. Each Investor hereby commitsThis Equity Commitment Letter confirms the commitment of Sponsor, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that that, at or immediately prior to the ClosingAcceptance Time, such Investor it shall purchase, purchase (or cause an assignee permitted by the terms of Section 5 4(a) to purchase, directly or indirectly, ) equity and/or debt securities of Parent and/or a wholly-owned Subsidiary of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) cash of Schedule A hereto US$294,000,586 (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under allowing Parent to contribute the Commitment to Merger Sub, of which (i) an amount up to the product of the Offer Price multiplied by the number of shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer as provided in Section 2.1 of the Merger Agreement will be contributed at the Acceptance Time to fundfund the payment for such shares, together (ii) an amount up to the product of the Offer Price multiplied by the number of shares of Company Common Stock validly tendered and not properly withdrawn pursuant to any subsequent offering period in accordance with Section 2.1(f) of the Merger Agreement will be contributed at the time Merger Sub accepts for payment the shares tendered during such subsequent offering period to fund the payment for such shares, and (iii) the remainder of the Commitment will be contributed at the Effective Time to fund the acquisition of shares of Company Common Stock in connection with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, Merger and in accordance with, connection with the payments required pursuant to Section 4.5 of the Merger Agreement, including feesand, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectivelyeach case, the “Merger Consideration”)payment of related fees and expenses; provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing that under no circumstance shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, Sponsor be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parentfund, in any the aggregate, an amount in excess of such Investor’s the Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor Sponsor may effect the purchase of such equity and/or debt securities of Parent and/or a wholly-owned Subsidiary of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so receivedaffiliated entities. The amount of the Commitment to be funded under this letter agreement Equity Commitment Letter may be reduced in an amount specified by Parent but only to the extent that it will thereafter be possible for Parent does not require to consummate the transactions contemplated by the Merger Agreement with Sponsor contributing less than the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementits Commitment.

Commitment. Each Investor hereby commitsThis letter agreement confirms the commitment of the Investors, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, contribute (or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitmentbe contributed) of Schedule A hereto (the maximum amount payable by each Investor, its “CommitmentContribution”, and ) to HoldCo for the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters Specified Purpose (as defined below), collectivelyat or prior to the Effective Time, cash in the amount of US$50,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “CommitmentsCommitment”), which amount in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of fulfilling Parent’s obligation under (a) funding (or causing to be funded) the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the Consideration and any other amounts required to be paid by HoldCo, Parent at the Closing pursuant to, and in accordance with, the or Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing Sub pursuant to the Merger Agreement; provided, furtherand (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, that no Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s its Pro Rata Percentage (as defined below) of the Commitment or otherwise affect to any Person pursuant to the obligations terms of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so receivedagreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the extent Interim Investors Agreement in the event that Parent HoldCo does not require the full amount all of the Commitments equity with respect to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst which the Investors and the Other Investors; providedInvestors have made the Commitments (as defined, further that with respect to the Investors and any such reduction shall Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required HoldCo, Parent and Merger Sub have sufficient funds to be paid by Parent on the Closing Date under consummate the Merger Agreementand other transactions contemplated by the Merger Agreement following such reduction.

Commitment. (a) Each Investor hereby commitsLender severally, severally and but not jointlyjointly with the other Lenders, on agrees to lend to Borrower, subject to the terms and subject to the conditions herein set forth hereinand in accordance with the Budget, its Pro Rata Share of the Loan; provided, however, that at or immediately prior to in no event shall the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal of all advances disbursed to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, Borrower hereunder [,together with the net aggregate LC Exposure,] exceed the aggregate amount of all the Commitments, and in no event shall any Lender’s Pro Rata Share of all advances disbursed to Borrower hereunder [,together with such Lender’s LC Exposure,] exceed such Lender’s Commitment. Interest shall accrue and be payable only on sums advanced hereunder for the period of time outstanding. Promptly following receipt of a requisition and all other required deliveries in regard to a requested advance of the proceeds of the Debt FinancingLoan pursuant to Article III, Administrative Agent shall advise each Lender of the details of the requested advance and such Lender’s Pro Rata Share thereof and the requested advance date. Each Lender shall make its Pro Rata Share of such advance available to Administrative Agent in the manner provided in Section 2.17. This is not a revolving facility. No amount advanced hereunder may be re-advanced once repaid. (b) Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of Borrower to such Lender resulting from the portion of the Loan made by such Lender from time to time, including the amounts required of principal and interest payable thereon and paid to be paid by Parent at the Closing pursuant to, and such Lender from time to time under this Agreement. Administrative Agent shall maintain appropriate records in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, which shall be sufficient to fund all amounts required to be paid by Parent at recorded (i) the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability Commitment of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate Lender, (other than Parent or any subsidiary thereofii) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations portion of such Investor under this letter agreement except to the extent any such AffiliateLoan made hereunder by each Lender, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (Biii) the Investor shall remain primarily liable hereunder unless date and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments any principal or interest due and payable or to pay the amounts become due and payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing from Borrower to the extent that Purchaser does not require the full amount of the Commitments each Lender hereunder in respect of the payment Loan and (iv) both the date and amount of any sum received by Administrative Agent hereunder from Borrower in respect of the Loan and each Lender’s Pro Rata Share thereof. The entries made in such record shall be prima facie evidence of the existence and amounts required of the obligations of Borrower therein recorded; provided that the failure or delay of any Lender or Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of Borrower to repay the Loan (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement. (c) The obligation of Borrower to pay each Lender’s Pro Rata Share of the Loan, with interest, shall be paid evidenced by Parent on a Note substantially in the Closing Date form of Exhibit D attached hereto and made a part hereof, with appropriate insertions. Each Lender’s Note shall be dated as of the date hereof (or as of the date of the applicable assignment pursuant to Section 9.4) and shall be payable to the order of such Lender at the times provided in the Notes, and shall be in the principal amount of such Lender’s Commitment. Lenders have no intention of making advances under the Merger Loan in excess of the aggregate face amount of the Notes. Borrower acknowledges and agrees, however, that, if, for any reason, the outstanding principal balance of the Loan outstanding from time to time exceeds the aggregate face amount of the Notes, the excess shall bear interest at the Default Rate, shall be payable, with accrued interest, ON DEMAND and shall be secured by all of the collateral described in the Security Instrument and all other Collateral for the Loan. The Notes shall not operate as a novation of any of the Obligations or nullify, discharge, or release any such Obligations or the continuing contractual relationship of the parties hereto in accordance with the provisions of this Agreement.

Commitment. Each Investor (a) The Sponsor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in Effective Time an aggregate amount that is cash purchase price equal to $3,783,784 (such amount, and as adjusted herein, the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the maximum aggregate amount payable by corresponding commitments under the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below)other ECLs, collectively, the “Commitments”), which amount shall be used by Parent, to the extent necessary, solely for the purpose of fulfilling Parent’s obligation under to (i) fund the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the Consideration and any other amounts required to be paid by Parent at Parent, Merger Sub and the Closing Surviving Company pursuant to, and in accordance with, to the Merger Agreement, including fees, costs (ii) pay any and all fees and expenses required of Parent, Merger Sub and Surviving Company in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid other transactions contemplated by Parent at the Closing pursuant to the Merger Agreement; provided, furtherand (iii) satisfy all of Parent, that no Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor shallAgreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances, circumstances be obligated to contribute tomore than the Commitment pursuant to this letter agreement to Parent or any other Person, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The and the aggregate amount of liability of each Investor under this letter agreement the Sponsor hereunder shall at no time not exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to Commitment. In the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent event that Parent does not require the full amount of the sum of (i) the Commitment plus (ii) the Other Sponsors’ Commitments (as defined in their respective ECLs) to pay consummate the amounts payable Merger, the amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent at to the Closing pursuant tolevel sufficient to fully fund the Merger Consideration, and in accordance with, the Merger Agreement (and pay any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the other amounts required to be paid by Parent on Parent, Merger Sub and the Closing Date under Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement; provided that no such reduction shall result in the Sponsor, together with its Affiliates, holding more than 25% of the Equity Securities of Parent on a fully diluted basis as of immediately after the Closing. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment or the RMB equivalent thereof (by applying the U.S. dollars to Renminbi exchange rate of 1:7.40) pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by Tianjin Kangyue Business Management Partnership (Limited Partnership) to Genetron Health (Beijing) Co., Ltd. (北京泛生子基因科技有限公司) (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent after being converted into US$, and in the event that the amount then available in the escrow account can be converted into US$ in such amount that is greater than the amount of the Commitment, only an amount equal to the amount of the Commitment shall be released to the Parent (which shall constitute the Sponsor’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and Parent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement), the payment of the Commitment to the Parent pursuant to other terms hereof to the extent not satisfied by the amount released to the Parent from the escrow account.

Commitment. Each Investor hereby commitsThis letter agreement confirms the several, severally and not jointlyjoint, on commitment of each Investor, upon the terms and subject to the conditions and limitations set forth herein, that to contribute or cause to be contributed (directly or indirectly) to Parent its percentage (as set forth opposite such Investor’s name on Schedule A hereto) of an aggregate amount of up to $750,000,000 of cash equity financing (the “Commitment”) at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under funding and only to the Merger Agreement to fundextent necessary, together with the net substantially concurrent receipt of the proceeds of the Debt Financing, (a) the amounts payment for any and all Shares tendered pursuant to the Offer at the Offer Acceptance Time and (b) the payment required to be paid by Parent at the Closing made pursuant to, to Section 2.6(a) and in accordance with, Section 2.9 of the Merger Agreement, including feesin each case, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any the payment of Indebtedness and related fees, costs, fees and expenses)expenses in connection with the Offer and the Merger; provided, that no Investor or any such reduction of their permitted assignees shall, under any circumstances, be obligated to make available, or cause to be made available, any amounts in excess of their respective percentage of the Commitment as set out in Schedule A hereto. The several obligation of each Investor (or any of its permitted assignees) to fund its respective portion of the Commitment is subject to (a) the terms of this letter agreement, (b) the written waiver by Parent or Purchaser or satisfaction of all conditions precedent set forth in the Commitments Merger Agreement (including the Offer Condition) to Parent’s and Purchaser’s obligations to effect the Closing, (c) the prior or substantially simultaneous receipt of the net cash proceeds of the Debt Financing (or any alternative financing) and (d) the substantially simultaneous Closing of the Merger on the terms and subject to the conditions of the Merger Agreement. Without prejudice to the obligations of the Investors under this letter agreement, the amount to be funded under this letter agreement shall be applied reduced in the manner agreed amongst designated by the Investors in the event that Parent does not require all of the Equity Financing with respect to which the Investors have made the Commitment in order to consummate the Offer and the Other InvestorsMerger; provided, further that any however, such reduction amount shall only occur simultaneously with the consummation of not be reduced pursuant to this sentence until and unless the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementoccurs.

Commitment. Each Investor hereby commitsThis letter agreement confirms the commitment of Tang Capital Partners, severally and not jointlyLP (the “Investor”), on subject to the terms and subject to the conditions set forth contained herein, that at to contribute to Parent on or immediately before one Business Day prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchaseClosing Date, directly or indirectlyindirectly through one or more intermediaries, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto $100,000,000 (the maximum amount payable by each Investor, its “Equity Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other ). The Equity Commitment Letters (as defined below), collectivelywill be used by Parent solely to fund the Offer Price, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the Consideration and any other cash amounts required to be paid by Parent at or Merger Sub to any other Person on the Closing Date pursuant to, and in accordance with, to the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no the Investor shallshall not, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s cause to be contributed to Parent more than the Equity Commitment. The aggregate amount Cash Consideration and the Merger Consideration (exclusive of liability of each Investor under this letter agreement shall at no time exceed such Investor’s CVRs) will be funded from the Equity Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; providedOtherwise, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only funded hereunder may be reduced on a dollar-for-dollar basis for amounts in cash actually the event Parent and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does Merger Sub do not require the full amount of the Commitments Equity Commitment, solely to pay the amounts payable extent it will be possible, notwithstanding such reduction, for Parent and Merger Sub to consummate the transactions contemplated by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses)in accordance with the terms thereof; provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation occurrence of the Closing to Closing. For the extent that Purchaser does not require the full amount avoidance of the Commitments in respect of the payment of the amounts required to be paid by Parent on doubt, if the Closing Date under shall not occur for any reason, the Merger AgreementInvestor shall have no obligation to fund the Equity Commitment. The Investor may allocate its investment to Affiliates and co-investors, provided no such allocation shall relieve the Investor of its obligation to provide the amount set forth above in the event that such Affiliates or co-investors fail to make such investment.

Commitment. Each Investor hereby commits(a) Subject to and upon the terms and conditions herein set forth, severally and each Revolving Lender severally, but not jointly, on the terms and subject agrees to make a Loan or Loans denominated in US Dollars to the conditions set forth hereinBorrower from its US Lending Office (each, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its a “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below)Revolving Facility Loan” and, collectively, the “CommitmentsRevolving Facility Loans”)) in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Facility Commitment, which amount provided that such Revolving Facility Loans (A) shall be used solely made at any time and from time to time on and after the Closing Date and prior to the Revolving Facility Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or US LIBOR Loans; provided that all Revolving Facility Loans made by each of the Revolving Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Facility Loans of the same Type, (C) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the purpose application of fulfilling Parentthe proceeds thereof, result in such Revolving Lender’s obligation share of the Principal Outstanding at such time exceeding such Revolving Lender’s Revolving Facility Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Principal Outstanding under the Merger Agreement Revolving Facility at such time exceeding the Total Revolving Facility Commitment then in effect. (b) Subject to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on upon the terms and subject conditions herein set forth, the Operating Lender agrees to make a Loan or Loans denominated, at the election of the Borrower, in either Canadian Dollars or US Dollars, to the conditions set forth in the Merger Agreement Borrower from its applicable Lending Office (each, an “Operating Facility Loan” and, collectively, the “Merger ConsiderationOperating Facility Loans”); provided) in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Operating Facility Commitment, thatprovided that such Operating Facility Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Operating Facility Maturity Date, Parent’s obligation to fund the amounts required to be paid by Parent (B) may, at the Closing shall not be conditioned on the availability of any cash option of the CompanyBorrower, be incurred and maintained as, and/or converted into, ABR Loans, US LIBOR Loans, Canadian Prime Rate Loans, CDOR Rate Loans or Bankers’ Acceptances or BA Equivalent Loans; provided that all Operating Facility Loans made by the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing Operating Lender pursuant to the Merger Agreement; provided, further, that no Investor same Borrowing shall, under any circumstancesunless otherwise specifically provided herein, consist entirely of Operating Facility Loans of the same Type, (C) may be obligated to contribute to, repaid or purchase equity prepaid in accordance with the provisions hereof (without premium or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (penalty other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided11.5(1)) and reborrowed in accordance with the provisions hereof, that no (D) shall not at any time, after giving effect thereto and to the application of the proceeds thereof, result in the Principal Outstanding under the Operating Facility at such action time exceeding the Operating Facility Commitment at such time. (c) Subject to and upon the terms and conditions herein set forth, each Initial Term A-1 Lender severally, but not jointly, agrees to make a Loan or Loans denominated in US Dollars to the Borrower from its US Lending Office (each, an “Initial Term A-1 Loan” and, collectively, the “Initial Term A-1 Loans”) to the Borrower on the Closing Date, which Initial Term A-1 Loans shall reduce not exceed for any such Lender the amount Initial Term A-1 Commitment of such Investor’s Lender. Such Initial Term A-1 Loans (i) may at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or US LIBOR Loans; provided that all Term A-1 Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A-1 Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)), but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term A-1 Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by ParentLender, and (Biv) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction exceed in the Commitments shall be applied in aggregate the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.Total Initial Term A-1

Commitment. Each Investor (a) The Sponsor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in Effective Time an aggregate amount that is cash purchase price equal to $15,000,000 (such amount, and as adjusted herein, the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the maximum aggregate amount payable by corresponding commitments under the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below)other ECLs, collectively, the “Commitments”), which amount shall be used by Parent, to the extent necessary, solely for the purpose of fulfilling Parent’s obligation under to (i) fund the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the Consideration and any other amounts required to be paid by Parent at Parent, Merger Sub and the Closing Surviving Company pursuant to, and in accordance with, to the Merger Agreement, including fees, costs (ii) pay any and all fees and expenses required of Parent, Merger Sub and Surviving Company in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid other transactions contemplated by Parent at the Closing pursuant to the Merger Agreement; provided, furtherand (iii) satisfy all of Parent, that no Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Interim Investor shallAgreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances, circumstances be obligated to contribute tomore than the Commitment pursuant to this letter agreement to Parent or any other Person, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The and the aggregate amount of liability of each Investor under this letter agreement the Sponsor hereunder shall at no time not exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to Commitment. In the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent event that Parent does not require the full amount of the sum of (i) the Commitment plus (ii) the Other Sponsors’ Commitments (as defined in their respective ECLs) to pay consummate the amounts payable Merger, the amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent at to the Closing pursuant tolevel sufficient to fully fund the Merger Consideration, and in accordance with, the Merger Agreement (and pay any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the other amounts required to be paid by Parent on Parent, Merger Sub and the Closing Date under Surviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Merger Agreement. (b) Each of the Sponsor and Parent shall use its reasonable best efforts to negotiate in good faith and enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent (“Escrow Agent”) reasonably selected by the Parent from commercial banks of international repute, pursuant to which the Sponsor shall deposit or cause to be deposited (directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement) with the Escrow Agent an amount equal to the amount of the Commitment pursuant to the terms and conditions hereof and of the Escrow Agreement as soon as practicable and in any event on or before date that is the later of (i) one month after the execution of this letter agreement and (ii) 10 Business Days after the execution of the Escrow Agreement. Upon the satisfaction of conditions to funding as set forth under Section 2 hereof, or in the event that any amount is due and payable under the Limited Guarantee issued by Wealth Strategy Holding Limited to the Company (the “Applicable Limited Guarantee”) pursuant to the terms thereof and subject to appliable laws and regulations, the Sponsor and Parent shall jointly and promptly cause (x) the amount so deposited with the Escrow Agent pursuant to this Section 1(b) be released to the Parent (which shall constitute the Sponsor’s payment of the Commitment under Section 1(a) hereof to the extent of the amount so released from the escrow account to Parent) or (y) a portion of the amount so deposited with the Escrow Agent pursuant to this Section 1(b) in the amount equal to the Maximum Amount set forth in such Applicable Limited Guarantee be released to the Company (which shall constitute the Sponsor’s performance in full of its obligation under Section 1(a) of the Applicable Limited Guarantee), as appropriate, with the balance remaining in the escrow account (if any) including interest accrued in the escrow account released to the Sponsor. Upon the termination of this letter agreement pursuant to Section 3 hereof where no amount is due under the Applicable Limited Guarantee, the Sponsor and Parent shall jointly and promptly cause the amount so deposited with the Escrow Agent pursuant to this Section 1(b), together with all interest accrued in the escrow account, be released to the Sponsor. Notwithstanding anything to the contrary herein, if no Escrow Agreement is entered into or an amount less than the amount of the Commitment has been deposited with the Escrow Agent, or the amount available in the escrow account for release to Parent pursuant to the terms of this Section 1(b) is less than the amount of the Commitment, the Sponsor shall make, or cause to be made, directly or indirectly through Permitted Syndications (as defined in the Interim Investor Agreement), the payment of the Commitment to the Parent pursuant to other terms hereof to the extent not satisfied by the amount released to the Parent from the escrow account.

Commitment. Each Investor hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.. For all purposes of this letter agreement, “Affiliate” of the undersigned Investor means: (a) Temasek Holdings (Private) Limited (“Temasek Holdings”); and (b) Temasek Holdings’ direct and indirect wholly-owned subsidiaries whose boards of directors or equivalent governing bodies comprise employees or nominees of (i) Temasek Holdings, (ii) Temasek Pte. Ltd. (being a wholly- owned Subsidiary of Temasek Holdings), and/or (iii) wholly-owned subsidiaries of Temasek Pte. Ltd.

Commitment. Each Investor Centre Lane Partners V, L.P. (“Sponsor”) hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or immediately prior to that, simultaneous with the Closing, such Investor it shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectlypurchase of, equity securities interests of the Parent for cash in an aggregate amount that is equal to $87,597,343, plus the aggregate amount set forth opposite its name in payable to holders of Company Options, Company RSUs, and Company PSUs pursuant to Section 2.4 of the second column (Commitment) of Schedule A hereto Merger Agreement (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under funding, and to the Merger Agreement extent necessary to fund, the Offer and the Merger pursuant to and in accordance with the Merger Agreement, together with related expenses. The aggregate proceeds from the net proceeds Commitment (after netting out applicable fees, expenses, original issue discount and similar premiums and charges) constitute all of the Debt Financingfinancing required for the consummation of the Offer, the Merger and the other Transactions, and are sufficient in amount for Parent or Merger Sub, as applicable, to pay the Offer Price payable in the Offer for all Company Shares tendered in the Offer, the Merger Consideration for all Company Shares exchanged in the Merger, any other amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions (including any amounts payable in respect of Company Options, Company RSUs and Company PSUs under the Merger Agreement) and, together with the Company’s cash on hand as of the Closing Date, all associated fees, costs and expenses in connection with the Offer, the Merger and the other Transactions, to be paid at including the ClosingEquity Financing, on the terms and subject in each case, to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts extent required to be paid by Parent at in connection with the Closing shall not be conditioned on the availability of any cash consummation of the CompanyOffer, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreementand such other Transactions; provided, further, that no Investor shallSponsor shall not, under any circumstances, be obligated to contribute to, or purchase equity or debt of, or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount funds to Parent in excess of such Investor’s the Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor Sponsor may effect the purchase of the equity securities interests of Parent directly or indirectly through one or more Affiliates affiliated entities or an entity managed or advised co-investors designated by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so receivedit. The amount of the Commitment to be funded under this letter agreement simultaneous with the Closing may be reduced in an amount specified by Parent but only to the extent that Parent does not require has consummated the Offer, the Merger and the other Transactions with Sponsor contributing, or causing to be contributed, less than the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementCommitment.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject conditions of this Agreement (including without limitation Section 2.3 hereof), each Lender severally and for itself alone agrees to make Advances of the Revolving Credit in any one or more of the Permitted Currencies to any of the Borrowers from time to time on any Business Day during the period from the Restatement Date until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Lender’s Percentage of the Revolving Credit Aggregate Commitment. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Advances in Alternative Currencies shall be determined, denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth herein, that at or immediately prior advances, repayments and readvances may be made under the Revolving Credit. Advances of the Revolving Credit shall be subject to the Closingfollowing additional conditions and limitations: (a) No Permitted Borrower shall be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder until (i) it has become a party to this Agreement, such Investor shall purchaseeither by execution and delivery of this Agreement, or cause an assignee permitted by execution and delivery of a Permitted Borrower Addendum to this Agreement, (ii) it has become a party to the terms applicable Guaranty either by execution and delivery of Section 5 such Guaranty or by execution and delivery of a Joinder Agreement to purchasesuch Guaranty, and (iii) in the case of each Permitted Borrower, Company has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the case may be, pursuant to a Pledge Agreement those Equity Interests issued by such Permitted Borrower and owned (directly or indirectly) by Company by authority documents, equity securities legal opinions and other supporting documents as reasonably required by Agent and the Required Lenders hereunder; (b) No Subsidiary which is a Permitted Borrower as of Parent for cash in an aggregate amount that is equal the Restatement Date nor any Foreign Subsidiary which becomes a Permitted Borrower after the Restatement Date shall be entitled to the amount set forth opposite its name request or maintain (or, in the second column (Commitmentcase of any Eurocurrency-based Advance, maintain beyond any applicable Interest Period then in effect) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds an Advance of the Debt Financing, Revolving Credit or the amounts required Swing Line or the issuance of a Letter of Credit hereunder if it ceases to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation a Wholly Owned Subsidiary of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein, that the EC Investor hereby commits and agrees that, at or immediately prior to the Closing, such Investor it shall purchase, or cause an assignee permitted by the terms of Section 5 to purchasepurchase of, directly or indirectlyindirectly through one or more intermediate entities, equity securities interests of Parent for cash with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate amount that is purchase price equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto US$980,000 (the maximum amount payable by each Investor, its “Commitment”) (such Commitment, and together with the maximum aggregate amount payable by the Investors pursuant to this letter agreement and commitments of the Other EC Investors pursuant to under the Other Equity Commitment Letters (as defined below), collectivelyLetters, the “CommitmentsAggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), which amount shall and this Letter may not be used solely for enforced against the purpose of fulfilling Parent’s obligation EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Merger Agreement to fundOther Equity Commitment Letters, together with the net proceeds of the Debt FinancingFinancing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Closing Effective Time pursuant to, and in accordance with, to Article 2 of the Merger Agreement, including fees, costs and expenses required Agreement in connection with the consummation of the Transactions, to be paid at including the ClosingMerger, on upon the terms and subject to the conditions set forth in of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the “Merger ConsiderationClosing Payments”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant . Subject to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations terms and warranties conditions set forth in Section 13; providedthis Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that no is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such action shall reduce person at or prior to the Closing for the purpose of funding the Closing Payments. If (and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced by Parent in accordance with the Interim Investors Agreement, but only to the extent that Parent does not require the full amount of the Commitments has sufficient funds to pay the amounts payable Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by Parent at the Closing pursuant to, and EC Investor in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the exchange for payment of the amounts required to Commitment shall be paid by Parent on determined in accordance with the Closing Date under the Merger Interim Investors Agreement.

Commitment. Each Investor (a) Sponsor hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in this Letter Agreement, at the Merger Agreement Closing, to purchase, or cause the purchase of, equity of CF Corp for an aggregate cash purchase price equal to (collectivelyx) $8,000,000 plus (y) the amount of net redemptions of CF Corp stock (i.e., the aggregate amount paid, or required to be paid, by CF Corp to redeem shares of its stock) on or after the date hereof and prior to the Closing, up to an aggregate amount in this clause (y) of $7,000,000 (the result of (x) plus (y), the “Merger ConsiderationCommitment”); provided, that, Parent’s obligation solely for the purpose of allowing Buyer to fund the amounts required to be paid by Parent at pay the Closing shall not be conditioned on Date Purchase Price, the availability of any cash of Transaction Expenses and costs and expenses (including fees and expenses payable to Representatives) incurred by Buyer in connection with the Company, Share Purchase Agreement and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shalltransactions contemplated thereby. Sponsor will not, under any circumstances, be obligated to contribute tomore than the Commitment to CF Corp; provided, or purchase equity or otherwise provide fundsthat the foregoing shall not limit the obligations under (i) the Forward Purchase Agreement among CF Corp, directly or indirectlyBilCar, from or toLLC and CF Capital Growth, ParentLLC and (ii) the Equity Commitment Letter among Blackstone Fund, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor Sponsor and CF Corp. (b) Sponsor may effect the purchase of the equity securities of Parent CF Corp directly or indirectly through one or more Affiliates affiliated entities or an entity managed or advised other co-investors designated by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13it; providedhowever, that no such action shall will reduce the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor Sponsor under this letter agreement except Letter Agreement. In the event that CF Corp does not require all of the equity with respect to which Sponsor has made this Commitment in order to pay the extent any such AffiliateClosing Date Purchase Price and the Transaction Expenses, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement Letter Agreement may be reduced as determined by Sponsor. (c) The obligation of Sponsor to fund or cause the extent that Parent does not require the full amount funding of the Commitments Commitment shall be subject to pay (i) the amounts payable satisfaction (or waiver by Parent Buyer) of the conditions set forth in Section 8.01(a) and (b) of the Share Purchase Agreement (other than those conditions that by their terms are to be satisfied at the Closing pursuant to, Closing) and in accordance with, (ii) the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the substantially concurrent consummation of the Closing to in accordance with the extent that Purchaser does not require the full amount terms of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Share Purchase Agreement.

Commitment. Each On the terms and subject to the conditions of this letter agreement, the Equity Investor hereby commitsagrees to, severally directly or indirectly, upon the Company, Parent and not jointlyMerger Sub becoming obligated under the Agreement to effect the Closing, purchase shares of Parent’s common stock in immediately available United States dollar-denominated funds in an aggregate amount in cash equal to $[ ] (the “Equity Commitment”), solely for the purpose of funding the Merger Consideration and such other amounts to be funded at or about the Effective Time as contemplated by Sections 2.04 and 2.06 of the Agreement, on the terms and subject to the conditions set forth herein, that at or immediately prior therein. The Equity Investor’s agreement hereunder to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms purchase common stock of Section 5 to purchaseParent may be effected, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”)or through one or more entities; provided, thatthat the Equity Investor shall at all times remain obligated to satisfy all of its obligations under the terms of this letter agreement. Notwithstanding anything to the contrary herein or in the Agreement, Parent’s the Equity Investor will not be under any obligation whatsoever, at any time, to fund the amounts required or pay, or to cause there to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Companyfunded or paid, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s of, in the aggregate, the Equity Commitment. The aggregate total amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount obligated to be funded under this letter agreement may agreement, if, as and when due, will, in the event that the Closing under the Agreement will simultaneously occur with the funding of the Equity Commitment hereunder, be reduced by an amount equal to fifty percent (50%) of the extent that Parent does not require amount by which the full amount of the Commitments Equity Commitment (plus (x) the amount of the Debt Financing needed to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, fund the Merger Agreement actually funded at or about the Effective Time and (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require y) the full amount of the Commitments Equity Commitment (as defined in respect the Co-Investor Equity Commitment Letter) to be provided by the Co-Investor pursuant to the Co-Investor Equity Commitment Letter) exceeds the aggregate amount necessary for Parent to fund the payments at or about the Effective Time as contemplated by Sections 2.04 and 2.06 of the payment Agreement; provided, however, that the Equity Commitment shall not be reduced such that the ratio of the amounts required aggregate Debt Financing actually funded at Closing to be paid by Parent on the aggregate Equity Commitment and Equity Commitment (as defined in the Co-Investor Equity Commitment Letter) actually funded at Closing Date under the Merger Agreementwould exceed 2:1.

Commitment. Each Investor hereby commitsThis letter confirms the irrevocable commitment of each Equity Investor, severally on a several (and not jointlyjoint or joint and several) basis, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, purchase (or cause an assignee permitted by the terms of Section 5 4(a) hereof to purchase) at the Closing (if and when such Closing is required to occur under Section 1.3 of the Agreement), directly or indirectly, equity securities of Parent (such equity of Parent, the “Subject Equity Securities”) for a cash in an aggregate amount that is equal to the amount “Commitment Amount” set forth opposite its such Equity Investor’s name in the second column (Commitment) of Schedule on Annex A hereto (the maximum amount payable by each Investorsuch amount, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors as may be reduced pursuant to the Other penultimate sentence of this Section 1, an “Equity Commitment Letters (as defined below), collectivelyFinancing Commitment” and the aggregate Equity Financing Commitments, the “CommitmentsAggregate Equity Financing Commitment”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under Parent funding the Merger Agreement to fundpayment of, together with the net proceeds of the Debt FinancingRollover, (i) the amounts aggregate consideration required to be paid by Parent at the Closing pursuant tounder the Agreement (including the payments required to be made by Parent under Section 4.2 and Section 4.7 of the Agreement), and in accordance with, the Merger Agreement, including fees, costs (ii) all fees and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on or thereafter under the availability of any cash of the Company, and the Commitments, together Agreement in connection with the Debt Financingtransactions contemplated by the Agreement, shall be sufficient in each case, if and only to fund all amounts the extent required to be paid funded by Parent at or prior to the Closing pursuant to the Merger AgreementAgreement (collectively, the “Required Parent Payments”) and not for any other purpose; provided, further, provided that no to the extent an Equity Investor shall, under any circumstances, be obligated to contribute to, or purchase equity syndicates or otherwise provide fundsassigns a portion of its Equity Financing Commitment in accordance with Section 4(a), directly its Equity Financing Commitment shall be proportionally reduced by the portion of such Equity Financing Commitment syndicated or indirectlyassigned to such assignee. Notwithstanding anything to the contrary in this letter, from or to, Parentthe Equity Investors may change each Equity Investor’s Equity Financing Commitment without the consent of any other party hereto (other than the Equity Investor whose Equity Financing Commitment is to be changed); provided that the sum of the Equity Investors’ Equity Financing Commitments shall remain, in the aggregate, equal to the Aggregate Equity Financing Commitment and any amount in excess such change shall not relieve any Equity Investor of such Investor’s Commitment. The aggregate amount of liability of each Investor its obligations under this letter agreement shall at no time exceed (including with respect to such Equity Investor’s Equity Financing Commitment) nor reasonably be expected to impede or delay the Mergers. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations The parties hereto understand and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, agree that (A) credit no Equity Investor (together with its permitted assigns) shall under any circumstances be given only on a dollar-for-dollar basis obligated to purchase any equity or debt securities of, or make any other payment to or investment in, Parent or any other Person, other than the purchase of the Subject Equity Securities pursuant to the terms hereof for amounts in cash actually and irrevocably received by Parentan aggregate purchase price equal to such Equity Investor’s Equity Financing Commitment, and (B) the funding of each Equity Financing Commitment will occur contemporaneously with or immediately prior to the Closing. The obligation of each Equity Investor shall remain primarily liable hereunder unless (together with its permitted assigns) to fund such Equity Investor’s Equity Financing Commitment at the Closing is subject to the terms of this letter and until each of the entire Commitment amount following conditions: (1) the satisfaction or waiver by Parent, and the continued satisfaction or waiver by Parent, of all of the conditions to Parent’s obligations to effect the Closing set forth in Article VII of the Agreement (other than those conditions that by their nature are to be satisfied at the Closing, each of which is so receivedcapable of being satisfied) and Parent otherwise being required to consummate the Closing pursuant to the terms of the Agreement and (2) the prior or substantially contemporaneous contribution of each of the Rollover Stockholders that has entered into a Support Agreement of all of such Rollover Stockholder’s Rollover Equity to Parent (or any direct or indirect parent entity thereof), in each case, as specified in such Rollover Stockholder’s Support Agreement. The amount to be funded under this letter agreement may will be reduced in the manner designated by Parent only to the extent that Parent does not require the full amount all of the Commitments equity financing contemplated by the Aggregate Equity Financing Commitment (whether as a result of proceeds of the Rollover or otherwise) in order to pay consummate the amounts payable transactions contemplated by Parent at the Closing pursuant to, Agreement and in accordance with, the Merger Agreement (and any related fees, costs, and expenses)fulfill all of its payment obligations thereunder; provided, that any such reduction in the Commitments shall be applied pro rata across all Commitment Amounts. Notwithstanding anything to the contrary herein, in no event shall any Equity Investor be obligated to (x) fund such Equity Investor’s Equity Financing Commitment at any time hereunder unless each of the conditions set forth in this Section 1 is satisfied and (y) contribute to, purchase or otherwise provide funds to Parent (or otherwise) in an amount (in the manner agreed amongst the Investors and the Other Investors; provided, further that any aggregate) in excess of such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementEquity Investor’s Equity Financing Commitment.

Commitment. Each The Investor hereby commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such the Investor shall purchase, or cause an assignee permitted by the terms purchase of, the percentage amount of Section 5 to purchase, directly or indirectly, equity securities the total shares of common stock of Parent set forth opposite the Investor’s name in column 2 (Percentage) of Schedule A attached hereto for cash in an aggregate amount that is equal to the amount of cash set forth opposite its name in the second column 3 (Total Commitment) of Schedule A attached hereto (the maximum aggregate amount payable paid by each the Investor, its the “Commitment”, and the maximum aggregate amount payable paid by all the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectivelyInvestors, the “Commitments”), which amount shall be used by Parent, together with the cash funds provided pursuant to the other equity commitment letters (the “Cash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Rollover Investors pursuant to the Rollover Contribution Agreements, the “Company Equity Commitments”) contemplated by the Merger Agreement and executed concurrently herewith (such other Cash Commitments and Company Equity Commitments, the “Other Equity Commitments”), solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement allowing Parent to fund, together with to the net proceeds extent necessary, a portion of the Debt Financing, the amounts required to be paid payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in of the Merger Agreement (collectivelyAgreement, the “Merger Consideration”)and related costs and expenses of Parent; provided, that, Parent’s obligation to fund that the amounts required to be paid by Parent at the Closing Investor shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated to contribute toto Parent at any time more than the amount of the Commitment set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto; provided, or purchase equity or otherwise provide fundsfurther, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The that the aggregate amount of liability of each the Investor under this letter agreement shall at no time exceed such Investor’s the aggregate amount set forth opposite the name of the Investor in column 3 (Total Commitment) in Schedule A attached hereto. Each The Investor may effect the purchase of equity securities shares of common stock of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13affiliated entities; provided, that no such action shall reduce the amount of such the Investor’s Commitment or otherwise affect the obligations of such the Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so receivedagreement. The amount of the Commitments to be funded under this letter agreement may not be reduced to without the extent that prior written consent of the Investor. Without limiting the foregoing, if Parent does not require the full amount all of the Commitments and the Other Equity Commitments in order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, costs and expenses); provided, that any such reduction in the Commitments equity financing shall be applied in pro rata among the manner agreed amongst Commitments (if consented to by the Investors Investor) and the Other Investors; provided, further that Equity Commitments based on the amount of each respective commitment prior to giving effect to any such reduction shall reduction. For the avoidance of doubt, the Commitment is payable only occur simultaneously with at the consummation Closing upon written notice from Parent to the Investor of the Closing satisfaction of the conditions set forth in Section 2(a) hereof (such conditions, the “Conditions,” and such notice the “Parent Notice”) and only for the uses described above, and the Commitment shall not be payable at any other time, under any other circumstance or for any other purpose. Parent may direct the Investor to pay the Commitment to a parent entity of Parent; provided that such parent entity has agreed in writing that it will pay the Commitment to Parent immediately upon the receipt of such payment (which agreement shall be reasonably satisfactory to the extent that Purchaser does Company and shall not require be amended without the full amount approval of the Commitments Company). Parent hereby agrees to deliver the Parent Notice promptly (and in respect any event within one (1) calendar day) following the satisfaction of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementConditions.

Commitment. Each Investor (a) GSO hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in this Letter Agreement, at the Merger Agreement Closing, to purchase, or cause the purchase of, Preferred Equity for an aggregate cash purchase price equal to (collectivelyx) $9,000,000 plus (y) the amount of net redemptions of CF Corp stock (i.e., the aggregate amount paid, or required to be paid, by CF Corp to redeem shares of its stock) on or after the date hereof and prior to the Closing, up to an aggregate amount of $16,000,000 (the result of (x) plus (y), the “Merger ConsiderationCommitment”); provided, that, Parent’s obligation solely for the purpose of allowing Buyer to fund the amounts required to be paid by Parent at pay the Closing shall not be conditioned on Date Purchase Price, the availability of any cash of Transaction Expenses and costs and expenses (including fees and expenses payable to Representatives) incurred by Buyer in connection with the Company, Share Purchase Agreement and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shalltransactions contemplated thereby. GSO will not, under any circumstances, be obligated to contribute tomore than the Commitment to CF Corp; provided that the foregoing shall not limit the obligations under (i) the Forward Purchase Agreement among CF Corp, or purchase equity or otherwise provide fundsCFS Holdings (Cayman), directly or indirectlyL.P. and CF Capital Growth, from or toLLC, Parent(ii) the Equity Commitment Letter between CF Corp and Blackstone Fund and (iii) the Equity Commitment Letter among Blackstone Fund, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor Fidelity National Financial, Inc. and CF Corp. (b) GSO may effect the purchase of equity securities of Parent the Preferred Equity directly or indirectly through one or more Affiliates affiliated entities or an entity managed or advised other co-investors designated by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13it; providedhowever, that no such action shall will reduce the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor GSO under this letter agreement except Letter Agreement. In the event that CF Corp does not require all of the Preferred Equity with respect to which GSO has made this Commitment in order to pay the extent any such AffiliateClosing Date Purchase Price and the Transaction Expenses, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement Letter Agreement may be reduced as determined by GSO. (c) The obligation of GSO to fund or cause the extent that Parent does not require the full amount funding of the Commitments Commitment shall be subject to pay (i) the amounts payable satisfaction (or waiver by Parent Buyer) of the conditions set forth in Section 8.01(a) and (b) of the Share Purchase Agreement (other than those conditions that by their terms are to be satisfied at the Closing pursuant to, Closing) and in accordance with, (ii) the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the substantially concurrent consummation of the Closing to in accordance with the extent that Purchaser does not require the full amount terms of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Share Purchase Agreement.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein, that the EC Investor hereby commits and agrees that, at or immediately prior to the Closing, such Investor it shall purchase, or cause an assignee permitted by the terms of Section 5 to purchasepurchase of, directly or indirectlyindirectly through one or more intermediate entities, equity securities interests of Parent for cash with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate amount that is purchase price equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto US$190,000 (the maximum amount payable by each Investor, its “Commitment”) (such Commitment, and together with the maximum aggregate amount payable by the Investors pursuant to this letter agreement and commitments of the Other EC Investors pursuant to under the Other Equity Commitment Letters (as defined below), collectivelyLetters, the “CommitmentsAggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), which amount shall and this Letter may not be used solely for enforced against the purpose of fulfilling Parent’s obligation EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Merger Agreement to fundOther Equity Commitment Letters, together with the net proceeds of the Debt FinancingFinancing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Closing Effective Time pursuant to, and in accordance with, to Article 2 of the Merger Agreement, including fees, costs and expenses required Agreement in connection with the consummation of the Transactions, to be paid at including the ClosingMerger, on upon the terms and subject to the conditions set forth in of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the “Merger ConsiderationClosing Payments”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant . Subject to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations terms and warranties conditions set forth in Section 13; providedthis Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that no is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such action shall reduce person at or prior to the Closing for the purpose of funding the Closing Payments. If (and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced by Parent in accordance with the Interim Investors Agreement, but only to the extent that Parent does not require the full amount of the Commitments has sufficient funds to pay the amounts payable Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by Parent at the Closing pursuant to, and EC Investor in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the exchange for payment of the amounts required to Commitment shall be paid by Parent on determined in accordance with the Closing Date under the Merger Interim Investors Agreement.

Commitment. Each Investor hereby commits(a) From and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally and not jointlyagrees, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in this Agreement, to make Loans (each such Loan, a "Revolving Loan") to Borrower from time to time in amounts which shall not exceed in the Merger Agreement aggregate at any one time outstanding the amount of its Commitment. Subject to the terms of this Agreement, Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. The Commitments to lend hereunder shall expire on the Facility Termination Date. (collectivelyb) Borrower hereby agrees that if at any time, as a result of reductions in the Aggregate Commitment, the “Merger Consideration”)Revolving Outstandings exceed the Aggregate Commitment, Borrower shall repay immediately its then outstanding Loans in such amount as may be necessary to eliminate such excess. (c) At Borrower's option, so long as no Default exists, the Aggregate Commitment may be increased by an amount not to exceed $50,000,000, subject to LaSalle's ability, on a best efforts basis, to fully syndicate such requested increase. Any Lender's participation in any such increase shall be at such Lender's sole and absolute discretion and shall be subject, in each case, to such additional documentation as Agent and each Lender participating in any such increase shall reasonably request; provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, that no Lender shall be sufficient obligated to fund all amounts required participate in any increase unless such Lender consents in writing to be paid by Parent at the Closing pursuant to the Merger Agreementsuch increase; and, provided, further, that no Investor shallBorrower, under any circumstancesLaSalle and Agent may invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Agent and Borrower. Each Lender shall notify the Agent within the time period requested by Agent or LaSalle whether or not it agrees to increase its Commitment, be obligated to contribute and, if so, whether by an amount equal to, greater than, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess less than its Pro Rata Share of such Investor’s Commitmentrequested increase. The aggregate amount Any Lender not responding within such requested time period shall be deemed to have declined to increase its Commitment and no further consent of liability such declining Lender shall be required with respect to the increase contemplated by this Section 2.1(c). Any arrangement fees to be paid in connection with any such increase shall be mutually acceptable to Agent, LaSalle and Borrower. (d) Subject to Section 2.20, the Issuing Lender agrees to issue Letters of each Investor under this letter agreement shall Credit at no time exceed such Investor’s Commitment. Each Investor may effect the purchase request of equity securities and for the account of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate Borrower (other than Parent including, upon the making of all necessary filings with the appropriate Governmental Authority, or any subsidiary subdivision thereof) , and the receipt of all necessary approvals, consents or authorizations of the appropriate Governmental Authority, or any subdivision thereof, Letters of Credit for the other Investors so long benefit of its Subsidiaries) from time to time before the Facility Termination Date and, as the entity(ies) funding the Commitment is able to make the representations and warranties more fully set forth in Section 132.20, each Lender agrees to purchase a participation in each such Letter of Credit; provided, that no such action the Revolving Outstandings shall reduce not at any time exceed the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except Aggregate Commitment. Notwithstanding anything to the extent contrary contained in any such AffiliateLoan Document, Investor or other Person actually fulfills such obligation; providedit is agreed that, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require a Letter of Credit is used for reinsurance purposes, such Letter of Credit will be required to comply with the full amount requirements and/or guidelines set forth by the applicable insurance Governmental Authority in the domiciliary state of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation account party for Letters of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementCredit used for reinsurance purposes.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein, that at or immediately prior (i) the Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.03, from time to time on any Business Day during the Closingperiod from the Effective Date until the LC Availability Termination Date, such Investor shall purchaseto issue, increase, or cause an assignee permitted extend the expiration date of Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or the Parent or any other Subsidiary (in which case the Borrower and the Parent or such other Subsidiary shall be co-applicants with respect to such Letter of Credit), in accordance with subsection (b) below, and (ii) the Revolving Lenders severally agree to participate in Letters of Credit and any LC Disbursements thereunder; provided that after giving effect to any LC Credit Extension with respect to any Letter of Credit, (A) the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments, (B) the aggregate outstanding principal amount of the Revolving Advances of any Revolving Lender plus such Revolving Lender’s Applicable Percentage of the Letter of Credit Exposure shall not exceed such Revolving Lender’s Revolving Commitment and (C) the aggregate outstanding amount of the Revolving Advances shall not exceed the Revolving Sublimit. Each request by the terms of Section 5 Borrower for an LC Credit Extension shall be deemed to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable be a representation by the Investors pursuant to this letter agreement and Borrower that the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together LC Credit Extension so requested complies with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectivelyproviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the “Merger Consideration”); providedBorrower’s ability to obtain Letters of Credit shall be fully revolving, thatand accordingly the Borrower may, Parent’s obligation during the foregoing period, obtain Letters of Credit to fund replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Immediately upon the amounts required to be paid by Parent at issuance or increase of each Letter of Credit (including the Closing shall not be conditioned on the availability of any cash deemed issuance of the CompanyExisting Letters of Credit), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant Issuing Bank a risk participation in such Letter of Credit in an amount equal to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess product of such InvestorRevolving Lender’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce Applicable Percentage times the amount of such Investor’s Commitment Letter of Credit (or otherwise affect such increase). No Letter of Credit will be issued, increased or extended unless: (i) such Letter of Credit has an expiration date not later than the obligations earlier of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, five (5) Business Days prior to the Revolving Maturity Date and (B) one (1) year from the Investor shall remain primarily liable hereunder unless and until issuance thereof (or, in the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to case of an extension, one (1) year from the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expensesextension thereof); provided, provided that any such reduction Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the Commitments shall be applied in Revolving Maturity Date), so long as such Letter of Credit is subject to a right of the manner agreed amongst the Investors and the Other Investors; provided, further that Issuing Bank to prevent any such reduction shall only occur simultaneously with renewal from occurring by giving notice to the consummation beneficiary of such Letter of Credit at least thirty (30) days in advance of such renewal; (ii) such Letter of Credit is in form and substance acceptable to the Issuing Bank in its reasonable discretion; and (iii) the Borrower, and if such Letter of Credit is for the account of the Closing Parent or any other Subsidiary, the Parent or such other Subsidiary, has delivered to the extent that Purchaser does not require the full amount Issuing Bank a completed and executed Letter of the Commitments in respect Credit Application and a completed Letter of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementCredit Request.

Commitment. Each Investor hereby commits, severally and not jointly, on (i) Subject to the terms and subject conditions of this Agreement, each Lender severally agrees to make a Loan to the conditions set forth herein, that at or immediately Borrower under the Facility prior to the Closing, such Investor shall purchase, or cause an assignee permitted relevant Commitment Termination Date in Dollars in a single disbursement on the initial Borrowing Date on a pro rata basis as to the total borrowing requested by the terms Borrower determined by such ▇▇▇▇▇▇’s Applicable Commitment Percentage up to but not exceeding the Credit Commitment of Section 5 to purchasesuch ▇▇▇▇▇▇, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, thathowever, Parent’s that the Lenders will not be required and shall have no obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability make such Loan so long as a Default or an Event of any cash of the Company, Default has occurred and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreementis continuing; provided, further, that no Investor shall, under any circumstances, be obligated immediately after giving effect to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate Loan the amount of liability of each Investor under this letter agreement Credit Outstandings shall at no time not exceed such Investor’s the Total Credit Commitment. Each Investor may effect . (ii) On or following an Increased Amount Date on which Increased Commitments are effected, subject to the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any satisfaction of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations terms and warranties conditions set forth in Section 13; 2.7 and subject to the other terms and conditions of this Agreement, the relevant Increasing Lenders and New Lenders severally agree to make one or more Loans to the Borrower under the Facility prior to the relevant Commitment Termination Date in Dollars on the relevant Borrowing Date on a pro rata basis (among such Increased Lenders and New Lenders) as to the total borrowing requested by the Borrower determined by such ▇▇▇▇▇▇’s Applicable Commitment Percentage (with the Applicable Commitment Percentage for this purpose determined by reference to the Increased Commitments rather than the Total Credit Commitment) up to but not exceeding the portion of the Credit Commitment of such Lender that is part of the Increased Commitments, provided, however, that the Lenders will not be required and shall have no obligation to make any such action shall reduce Loan so long as a Default or an Event of Default has occurred and is continuing; and provided, further, that immediately after giving effect to each such Loan the amount of such Investor’s Commitment or otherwise affect Credit Outstandings shall not exceed the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementTotal Credit Commitment.

Commitment. Each Investor (a) The H&F Sponsor hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on to transfer, contribute and deliver to Parent (or cause the terms transfer, contribution and subject to the conditions set forth in the Merger Agreement delivery of) 5,819,849 shares of Class A Common Stock (collectively, the “Rollover Contribution Shares”) immediately prior to the Effective Time (the “H&F Commitment”) in exchange for a pro rata (in kind and amount) share of the equity of Parent assuming that the value of each Rollover Contribution Share is equal to the Merger ConsiderationConsideration (such shares of common stock of Parent, the “Subject Equity Securities”); provided, that, Parent’s obligation to fund that the amounts required to be paid by Parent at the Closing H&F Sponsor shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated to transfer, contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, and deliver more than the H&F Commitment to Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor H&F Sponsor may effect the purchase transfer, contribution and delivery of equity securities of Parent the Rollover Contribution Shares directly or indirectly through one or more Affiliates affiliated entities or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13designated co-investors; provided, that no such action shall reduce the amount of such Investor’s the H&F Commitment or otherwise affect the obligations of such Investor the H&F Sponsor under this letter agreement except Agreement. In the event Parent waives in writing its right to cause all of the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount Rollover Contribution Shares to be funded transferred, contributed and delivered to Parent under this letter agreement Agreement in order to consummate the Merger, the amount of the Rollover Contribution Shares to be transferred, contributed and delivered to Parent under this Agreement may be reduced in a manner determined by the H&F Sponsor. (b) Each of the H&F Unitholders hereby commits, on a several basis and not on a joint basis, on the terms and subject to the extent that Parent does not require conditions set forth herein, at the full amount Effective Time, to enter into the Unit Purchase Agreement and effect the Unit Purchases in accordance with the terms thereof and to take all steps contemplated by Section 2.15(b)(iv) of the Commitments Interim Investors Agreement (as in effect as of the date hereof). Parent hereby commits, on the terms and subject to pay the amounts payable by Parent conditions set forth herein, at the Closing pursuant toEffective Time, to cause, immediately after the Effective Time, EBS HoldCo II, LLC to enter into the Unit Purchase Agreement and effect the Unit Purchases in accordance with, with the Merger terms thereof and to take all steps contemplated by Section 2.15(b) of the Interim Investors Agreement (and any related fees, costs, and expenses); provided, that any such reduction as in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation effect as of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementdate hereof).

Commitment. Each Investor (a) GSO hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in this Letter Agreement, at the Merger Agreement Closing, to purchase, or cause the purchase of, Preferred Equity for an aggregate cash purchase price equal to (collectivelyx) $266,000,000 plus (y) the amount of net redemptions of CF Corp stock (i.e., the aggregate amount paid, or required to be paid, by CF Corp to redeem shares of its stock) on or after the date hereof and prior to the Closing, up to an aggregate amount of $449,000,000 (the result of (x) plus (y), the “Merger ConsiderationCommitment”); provided, that, Parent’s obligation solely for the purpose of allowing Parent to fund the amounts required Merger Consideration and to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, pay costs and the Commitments, together expenses (including fees and expenses payable to Representatives) incurred in connection with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallthe Merger and the other transactions contemplated thereby. GSO will not, under any circumstances, be obligated to contribute tomore than the Commitment to CF Corp; provided that the foregoing shall not limit the obligations under (i) the Forward Purchase Agreement among CF Corp, or purchase equity or otherwise provide fundsCFS Holdings (Cayman), directly or indirectlyL.P. and CF Capital Growth, from or toLLC, Parent(ii) the Equity Commitment Letter between CF Corp and Blackstone Fund and (iii) the Equity Commitment Letter among Blackstone Fund, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor Fidelity National Financial, Inc. and CF Corp. (b) GSO may effect the purchase of equity securities of Parent the Preferred Equity directly or indirectly through one or more Affiliates affiliated entities or an entity managed or advised other co-investors designated by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13it; providedhowever, that no such action shall will reduce the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor GSO under this letter agreement except Letter Agreement. In the event that CF Corp does not require all of the Preferred Equity with respect to which GSO has made this Commitment in order to consummate the extent any such AffiliateMerger, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement Letter Agreement may be reduced as determined by GSO. (c) The obligation of GSO to fund or cause the extent that Parent does not require the full amount funding of the Commitments Commitment shall be subject to pay (i) the amounts payable satisfaction (or waiver by Parent at CF Corp) of the Closing pursuant to, conditions set forth in Section 7.01 and in accordance with, Section 7.02 of the Merger Agreement (and any related fees, costsother than those conditions that by their terms are to be satisfied at the Closing), and expenses); provided, that any such reduction in (ii) the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the substantially concurrent consummation of the Closing to in accordance with the extent that Purchaser does not require the full amount terms of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.

Commitment. Each Investor hereby commits(a) (i) At any time during the Revolving Period at least two Business Days prior to a proposed Transfer Date in the case of loans other than Wet Funded Loans and one Business Day in the case of a Wet Funded Loan, severally and not jointlyto the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Note Principal Balance, on the terms and subject to the terms and conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, hereof and in accordance withwith the other Basic Documents, the Merger AgreementIssuer may request that the Purchaser purchase Additional Note Principal Balances (each such request, including feesa “Purchase Request”). Each Purchase Request shall identify the proposed Transfer Date, costs and expenses required in connection with the consummation an estimate of the Transactionsnumber of Loans and aggregate Principal Balance of the Loans that will be purchased by the Issuer on such Transfer Date. On the identified Transfer Date, the Purchaser agrees to be paid at purchase the ClosingAdditional Note Principal Balance requested in the Purchase Request, on subject to the terms and subject to conditions and in reliance upon the conditions set forth in the Merger Agreement (collectivelycovenants, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth herein and in the other Basic Documents. (i) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the parties hereto, the Issuer, the Noteholder Agent and the Purchaser agrees that the Noteholder Agent may (but shall not be obligated to), and the Issuer and the Purchaser hereby irrevocably authorizes the Noteholder Agent to fund, on behalf of the Purchaser, purchases of Additional Note Principal Balances pursuant to this Section 132.01; provided, however, that the Noteholder Agent shall in no event fund such action purchase of Additional Note Principal Balances if the Noteholder Agent shall reduce have determined pursuant to Section 3.01(b) that one or more of the amount conditions precedent contained in Section 3.01(a) will not be satisfied on the day of the proposed purchase of Additional Note Principal Balances. If the Issuer gives a Purchase Request requesting a purchase of Additional Note Principal Balances and the Noteholder Agent elects not to fund such Investor’s Commitment or otherwise affect proposed purchase of Additional Note Principal Balances on behalf of the obligations Purchaser, then promptly after receipt of the Purchase Request requesting such Investor under this letter agreement except purchase of Additional Note Principal Balances, the Noteholder Agent shall notify the Purchaser of the specifics contained in such Purchase Request and that it will not fund such Purchase Request on behalf of the Purchaser. If the Noteholder Agent notifies the Purchaser that it will not fund a requested purchase of Additional Note Principal Balances on behalf of the Purchaser, the Purchaser shall purchase the Additional Note Principal Balance pursuant to Section 2.01(a), by remitting the required funds to the extent any Issuer pursuant to and in accordance with Section 3.01(c) hereof. If the Noteholder Agent elects to fund a requested purchase of Additional Note Principal Balances, the Noteholder Agent will remit the required funds for such AffiliatePurchase Request to the Issuer pursuant to and in accordance with Section 3.01(c) hereof. (ii) If the Noteholder Agent has notified the Purchaser that the Noteholder Agent, Investor or other Person actually fulfills on behalf of the Purchaser, will fund a particular purchase of Additional Note Principal Balances pursuant to Section 2.01(b)(i), the Noteholder Agent may assume that the Purchaser has made such obligation; providedamount available to the Noteholder Agent on such day and the Noteholder Agent, that (A) credit in its sole discretion, may, but shall not be given only on obligated to, cause a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The corresponding amount to be funded under this letter agreement may be reduced made available to the extent that Parent does Issuer on such day. If the Noteholder Agent makes such corresponding amount available to the Issuer and such corresponding amount is not require in fact made available to the full Noteholder Agent by the Purchaser, the Noteholder Agent shall be entitled to recover such corresponding amount on demand from the Purchaser together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Noteholder Agent, at the Note Interest Rate. During the period in which the Purchaser has not paid such corresponding amount to the Noteholder Agent, notwithstanding anything to the contrary contained in this Agreement or any other Basic Document, the amount so advanced by the Noteholder Agent to the Issuer shall, for all purposes hereof, be a purchase of Additional Note Principal Balances made by the Commitments Noteholder Agent for its own account. Upon any such failure by the Purchaser to pay the amounts payable by Parent at the Closing pursuant to, and in accordance withNoteholder Agent, the Merger Agreement Noteholder Agent shall promptly thereafter notify the Issuer of such failure and the Issuer shall immediately pay such corresponding amount to the Noteholder Agent for its own account. (and any related fees, costs, and expenses); provided, that any such reduction iii) Nothing in the Commitments this Section 2.01(b) shall be applied in deemed to relieve the manner agreed amongst Purchaser from its obligations to fulfill its Commitment hereunder or to prejudice any rights that the Investors and Noteholder Agent or the Other Investors; provided, further that Issuer may have against the Purchaser as a result of any such reduction default by the Purchaser hereunder. The Issuer shall only occur simultaneously with the consummation have no obligation under or arising out of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementthis Section 2.01(b).

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, each Lender severally agrees to be paid at the Closing, on the terms and subject make Loans to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long Borrowers under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the entity(ies) funding total borrowing requested by the applicable Borrower on any day determined by such Lender's Applicable Commitment is able Percentage up to make but not exceeding the representations and warranties set forth in Section 13; Revolving Credit Commitment of such Lender, provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; providedhowever, that (A) credit the proceeds of such Loan shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received used solely to finance or refinance the purchase by Parentsuch Borrower of an Eligible Aircraft, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of such Loan (together with any other Loans relating to such Aircraft) shall not exceed the Commitments Applicable Aircraft Borrowing Base of such Aircraft; and provided, further, that the Lenders will not be required and shall have no obligation to pay make any such Loan (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the amounts payable by Parent at Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; and provided further, that immediately after giving effect to each such Loan, (X) the amount of Revolving Credit Outstandings shall not exceed the lesser of the Borrowing Base or the Total Revolving Credit Commitment and (Y) none of the Concentration Restrictions shall have been exceeded or otherwise violated. Within such limits, the Borrowers may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing pursuant toDate until, but (as to borrowings and in accordance withreborrowings) not including, the Merger Agreement (and any related fees, costs, and expenses)Revolving Credit Termination Date; provided, however, that any such reduction in the Commitments (1) no Revolving Loan that is a Eurodollar Rate Loan shall be applied in made which has an Interest Period that extends beyond the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Stated Termination Date under the Merger Agreement.and

Commitment. Each Investor The Equity Provider hereby irrevocably commits, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at to make, or immediately cause to be made, an investment in cash in the Buyer, and cause the Buyer to receive, (a) on or prior to the ClosingClosing Date, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to enable the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement Buyer to fund, together with : (i) the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid Purchase Price payable at the Closing, on plus (ii) any premiums, underwriting fees and other costs payable in respect of the R&W Insurance Policy, plus (iii) any other financial obligations of the Buyer or amounts owed by the Buyer to the Sellers pursuant to the terms and subject to conditions of the conditions set forth in the Merger Purchase Agreement (collectively, the “Merger ConsiderationClosing Payment Contribution”) and (b) the Termination Fee in accordance with Section 8.2(d) of the Purchase Agreement, if and when the Buyer becomes obligated to pay such amount (the “Termination Fee Contribution”, and together with the Closing Payment Contribution, as the context requires, the “Contribution”); provided, that, Parent’s obligation to fund provided that the amounts required to be paid by Parent at the Closing Equity Provider shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated to contribute to, more than the Contribution to the Buyer. In no event shall the Equity Provider assume any additional liabilities under the Purchase Agreement or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitmentotherwise. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor Equity Provider may effect the purchase of equity securities of Parent its Contribution directly or indirectly (i) through one or more Affiliates affiliates and/or (ii) through one or an entity managed or advised more non-affiliate co-investors designated by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; providedEquity Provider, provided that no such action designation shall reduce relieve the amount Equity Provider of such Investor’s Commitment or otherwise affect its obligations hereunder. The Contribution will be made in immediately available funds. Each of the obligations Buyer and the Equity Provider acknowledges and agrees that the proceeds from the Closing Payment Contribution shall be used solely for the purpose of such Investor under this letter agreement except allowing the Buyer to fund, and solely to the extent any such Affiliatenecessary to fund, Investor or other Person actually fulfills such obligation; providedthe amounts owed by the Buyer under the Purchase Agreement, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually as and irrevocably received by Parentwhen due, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant subject to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing pursuant to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementterms and conditions thereto.

Commitment. Each Investor (a) (i) BTO hereby commits, severally and not jointly, on the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectivelythis Letter Agreement, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on Closing, to purchase, or cause the availability purchase of, equity of any CF Corp for an aggregate cash purchase price equal to one-third (1/3) of the Companyaggregate FPS Purchase Price (as defined in the Forward Purchase Agreements), and if any, not funded by one or more Purchasers (as defined in the Commitments, together with the Debt Financing, shall be sufficient Forward Purchase Agreements) at or prior to fund all amounts required to be paid by Parent at the Closing pursuant to the Forward Purchase Agreements (such aggregate unfunded amount, the “FPA Shortfall”), up to an aggregate amount of $97,000,000 and (ii) FNF hereby commits, on the terms and subject to the conditions set forth in this Letter Agreement, at the Closing, to purchase, or cause the purchase of, equity of CF Corp for an aggregate cash purchase price equal to two-third (2/3) of the FPA Shortfall, up to an aggregate amount of $194,000,000 (such aggregate amount, with respect to each Sponsor, its “Commitment”), solely for the purpose of allowing CF Corp to fund the Merger Consideration and to pay costs and expenses (including fees and expenses payable to Representatives) incurred in connection with the Merger Agreement; provided, further, that no Investor shallthe Merger and the other transactions contemplated thereby. (b) Each Sponsor will not, under any circumstances, be obligated to contribute tomore than its Commitment to CF Corp; provided, that the foregoing shall not limit the obligations under (i) the Limited Guaranties, (ii) the Forward Purchase Agreements, (iii) the Equity Commitment Letters and (iv) the Information Letter Agreements. (c) In exchange for providing its Commitment hereunder, CF Corp shall pay to BTO or purchase equity or otherwise provide fundsits designated Affiliate promptly following the Closing, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate the amount of liability $1,455,000, and with such amount payable whether or not any portion of each Investor under this letter agreement the Commitment is ultimately required to be funded. (d) In exchange for providing its Commitment hereunder, CF Corp shall at no time exceed pay to FNF promptly following the Closing, the amount of $2,910,000, and with such Investor’s Commitment. amount payable whether or not any portion of the Commitment is ultimately required to be funded. (e) Each Investor Sponsor may effect the purchase of the equity securities of Parent CF Corp directly or indirectly through one or more Affiliates affiliated entities or an entity managed or advised other co-investors designated by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13it; providedhowever, that no such action shall will reduce the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor Sponsor under this letter agreement except Letter Agreement. In the event that CF Corp does not require all of the equity with respect to which each Sponsor has made this Commitment in order to consummate the extent any such AffiliateMerger, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement Letter Agreement may be reduced as determined by such Sponsor. (f) The obligation of each Sponsor to fund or cause the extent that Parent does not require the full amount funding of the Commitments Commitment shall be subject to pay (i) the amounts payable satisfaction (or waiver by Parent at CF Corp) of the Closing pursuant to, conditions set forth in Section 7.01 and in accordance with, Section 7.02 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing) and any related fees, costs, and expenses); provided, that any such reduction in (ii) the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the substantially concurrent consummation of the Closing to in accordance with the extent that Purchaser does not require the full amount terms of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreement.

Commitment. Each Investor hereby commits, severally and not jointly, on the terms and subject Borrower shall provide a notice to the conditions set Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Commitment) (an “Extension Request”) setting forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the proposed terms of Section 5 the Extended Commitment to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”)be established, which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereofas provided in clause (c) below) shall be identical to those applicable to the Existing Commitment from which they are to be extended (the “Specified Existing Commitment”) except (x) all or any of the other Investors so long final maturity/termination dates of such Extended Commitment may be delayed to later dates than the final maturity/termination dates of the Specified Existing Commitment, (y) (A) the interest margins with respect to the Extended Commitment may be higher or lower than the interest margins for the Specified Existing Commitment and/or (B) additional fees may be payable to the Lenders providing such Extended Commitment in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) the commitment fee, if any, with respect to the Extended Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing Commitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.25 or otherwise, (1) no Extended Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Commitments, (2) the final maturity of any Extended Revolving Loan shall not be earlier than any Loan made under the applicable Specified Existing Commitment in respect thereof, (3) each Lender in the Specified Existing Commitment shall be permitted to participate in the Extended Commitment in accordance with its pro rata share of the Specified Existing Commitment, (4) assignments and participations of Extended Commitments shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce 9.04 and (5) the amount repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit Extended Revolving Loans shall be given only made on a dollar-for-dollar pro rata basis for amounts in cash actually and irrevocably received by Parentwith all other outstanding Revolving Loans (other than at the maturity of any Revolving Loan Commitments that have not been extended, and (B) at which point the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement maturing Revolving Loans associated therewith may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Commitment converted into an Extended Commitment pursuant to any Extension Request. Any Extended Commitment shall constitute a separate commitment of Loans from the amounts required to be paid by Parent Specified Existing Commitments and from any other Existing Commitments (together with any other Extended Commitments so established on the Closing Date under the Merger Agreementsuch date).

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject conditions hereof, the Investor irrevocably commits and agrees to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchaseacquire, directly or indirectly, equity securities shares of Parent common stock of Acquisition Sub and/or subordinated debt of Acquisition Sub, pursuant to and in accordance with the terms hereof for cash in an aggregate amount that is gross purchase price in cash equal to the an amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant up to the Other Equity Commitment Letters (or such lesser amount as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together is sufficient when combined with the net proceeds of the Debt Financing, Financing to enable Parent and Acquisition Sub to consummate the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, Offer and/or the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement provided, that no more than $5,500,000 of such Commitment shall be obtained through the issuance to Investor of subordinated debt. Such equity and subordinated debt shall have the principal terms set forth on Annex II of the Commitment Letter between the Investor and JPMorgan Chase Bank, N.A. dated as of the date hereof (collectivelythe “Debt Commitment Letter”), and other terms and conditions reasonably satisfactory to Acquisition Sub and the Administrative Agent (as defined in the Debt Commitment Letter). The proceeds from the Investor’s Commitment shall be used for funding the Transaction, including the payment of related fees and expenses, including, without limitation, the “Merger Consideration”); providedTransaction Expenses, that, Parent’s obligation and for no other purpose. The Investor shall not be obligated to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together Commitment evidenced hereby except in connection with the Debt Financing, Closing. The Investor shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shallnot, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any to Parent and/or Acquisition Sub more than an amount in excess of such Investor’s equal to the Commitment. The aggregate amount of liability of each Investor under Notwithstanding anything to the contrary in this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; providedletter, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent Parent and/ or Acquisition Sub are relieved for any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount reason of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date their obligations under the Merger Agreement, the corresponding obligations of the Investor to fund its Commitment hereunder shall be similarly reduced.

Commitment. (a) Each Investor of the Insight Funds hereby commitscommits (the “Insight Commitment”), severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that that, at or immediately prior to the Closing, such Investor it shall purchase, or shall cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent of, directly or indirectly through one or more Affiliates intermediate entities, the percentage of equity securities of Parent set forth on Schedule I hereto (which percentage shall reflect the Insight Funds having a lower effective cost per share than the Rollover Investors) with an aggregate purchase price in cash equal to $190 million and (b) the Vector Fund hereby commits (the “Vector Commitment” and, together with the Insight Commitment, the “Commitment”), subject to the terms and conditions set forth herein, that, at or prior to the Closing, it shall purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, the percentage of equity securities of Parent as set forth on Schedule I hereto (which percentage shall reflect the Vector Fund having a lower effective cost per share than the Rollover Investors) with an entity managed or advised by an Affiliate aggregate purchase price in cash equal to $190 million, in each case to (other than Parent or any subsidiary thereofi) or any fund a portion of the aggregate Merger Consideration and any other amounts required to be paid pursuant to the Merger Agreement, (ii) pay all related fees and expenses pursuant to the Merger Agreement and (iii) fund the acquisition by Parent from the Rollover Investors so long as of a number of shares of Company Common Stock equal to $120 million (the entity(ies“Initial Equity Contribution”) funding divided by the Commitment is able Merger Consideration, with substantially all of the proceeds of the Initial Equity Contribution being used to make repay in full the representations and warranties set forth indebtedness for borrowed money of the Rollover Investors encumbering the Rollover Shares, immediately prior to the consummation of the Merger, in Section 13order to effect the release of any liens, charges or encumbrances on the Rollover Shares on or immediately prior to the time in which such Rollover Investors are required to consummate the Rollover Investment at the Closing; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except if, and to the extent any such Affiliatethat, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments Insight Commitment taken together with the Vector Commitment to pay fund the amounts payable by Parent at the Closing aggregate Merger Consideration pursuant to, to and in accordance with, with the Merger Agreement (and any related feesto pay fees and expenses contemplated thereby, costs, and expenses); provided, that any such reduction in then the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of Insight Commitment and the payment of the amounts required Vector Commitment to be paid funded, respectively, under this Agreement may be reduced by such amounts and in such proportion as the Insight Funds and the Vector Fund shall jointly agree. The proceeds from the Commitment pursuant to this Agreement shall be used by Parent on solely to satisfy the Closing Date under purposes set forth in the Merger Agreementforegoing sentence and not for any other purpose.

Commitment. Each Investor Incremental Revolving Credit Commitment Increase Lender hereby commits, severally and not jointlyagrees to commit to provide its respective Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth hereinbelow: Each Incremental Revolving Credit Commitment Increase Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (ii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or immediately prior not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the ClosingCredit Agreement and the other Credit Documents as are delegated to Administrative Agent, as the case may be, by the terms thereof, together with such Investor shall purchase, or cause an assignee permitted powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of Section 5 the Credit Agreement it is required to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal perform as a Lender. Each Incremental Revolving Credit Commitment Increase Lender hereby agrees to provide its respective Incremental Revolving Credit Commitment on the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters Joinder Effective Date (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementbelow.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject conditions of this Agreement (including without limitation Section 2.3 hereof), each Revolving Credit Bank severally and for itself alone agrees to make Advances of the Revolving Credit in any one or more of the Permitted Currencies to any of the Revolving Borrowers from time to time on any Business Day during the period from the Effective Date hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Bank's Revolving Credit Percentage of the Revolving Credit Aggregate Commitment. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Advances in Alternative Currencies shall be determined, denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth herein, that at or immediately prior advances, repayments and readvances may be made under the Revolving Credit. Advances of the Revolving Credit shall be subject to the Closingfollowing additional conditions and limitations: (a) A Permitted Borrower shall not be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder (x) until (i) with the approval of all Revolving Credit Banks, such Investor shall purchaseit has become a party to this Agreement either by execution and delivery of this Agreement, or cause an assignee permitted by execution and delivery of a Permitted Borrower Addendum to this Agreement, (ii) unless waived in writing by the terms Revolving Credit Banks, it has become a party to the applicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement to such Guaranty, (iii) if required by the Revolving Credit Banks, it has become a party to a Foreign Security Agreement, and (iv) unless waived in writing by the Revolving Credit Banks, Autocam has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the case may be, pursuant to a Pledge Agreement those shares of stock issued by such Permitted Borrower and owned (directly or indirectly by Autocam) which are required to be encumbered and/or delivered under Section 5 8.20 hereof, as applicable, and accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent and the Majority Banks hereunder; and (y) if it ceases to purchasebe, directly or indirectly, equity securities a 100% Subsidiary of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementAutocam.

Commitment. Each Investor hereby commitsThis letter agreement confirms the commitment of the Investors, severally and not jointly, on subject to the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, contribute (or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitmentbe contributed) of Schedule A hereto (the maximum amount payable by each Investor, its “CommitmentContribution”, and ) to HoldCo for the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters Specified Purpose (as defined below), collectivelyat or prior to the Effective Time, cash in the amount of US$[●] (such sum, subject to the adjustment pursuant to this Section 1, the “CommitmentsCommitment”), which amount in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of fulfilling Parent’s obligation under (a) funding (or causing to be funded) the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the Consideration and any other amounts required to be paid by HoldCo, Parent at the Closing pursuant to, and in accordance with, the or Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing Sub pursuant to the Merger Agreement; provided, furtherand (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, that no Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof .. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s its Pro Rata Percentage (as defined below) of the Commitment or otherwise affect to any Person pursuant to the obligations terms of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so receivedagreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the extent Interim Investors Agreement in the event that Parent HoldCo does not require the full amount all of the Commitments equity with respect to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst which the Investors and the Other Investors; providedInvestors have made the Commitments (as defined, further that with respect to the Investors and any such reduction shall Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required HoldCo, Parent and Merger Sub have sufficient funds to be paid by Parent on the Closing Date under consummate the Merger Agreementand other transactions contemplated by the Merger Agreement following such reduction.

Commitment. Each Investor hereby commitsFees As consideration for participating in the Exchange, severally and not jointlyeach participating holder (including the Rollover Commitment Parties) shall receive from the Debtors (other than CII) an aggregate commitment fee for the use of capital, payable in cash, in an amount equal to 1.5% of the principal amount plus interest on the terms and subject CCH II Notes exchanged by such holder pursuant to the conditions set forth hereinExchange (the “Rollover Fee”). As consideration for the New Debt Commitment, that at or immediately prior to each New Debt Commitment Party shall receive from the ClosingDebtors (other than CII) an aggregate commitment fee for the use of capital, such Investor shall purchasepayable in cash, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite greater of (i) 3.0% of its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds respective portion of the New Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, Commitment and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation (ii) 0.83% of its respective portion of the TransactionsNew Debt Commitment for each month beginning April 1, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”)2009 during which its New Debt Commitment remains outstanding; provided, thatthat if the amount described in clause (ii) exceeds the amount described in clause (i), Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash then a member of the Company, and the Commitments, together with the Debt Financing, Committee previously identified shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreementexercise its Overallotment Option in an amount no less than such excess; provided, further, that no Investor shallsuch New Debt Commitment Party shall not have terminated its commitment letter with respect to the New Debt Commitment on or prior to such date (the “New Debt Fee”). As consideration for the Equity Backstop, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, each Equity Backstop Party shall receive from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate Debtors (other than Parent or any subsidiary thereofCII) or any an aggregate commitment fee for the use of the other Investors so long as the entity(ies) funding the Commitment is able capital, payable in cash, in an amount equal to make the representations and warranties set forth in Section 133% of its respective Equity Backstop; provided, that no such action Equity Backstop Party shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this not have terminated its commitment letter agreement except with respect to the extent any Equity Backstop on or prior to such Affiliatedate (the “Equity Backstop Fee” and, Investor or other Person actually fulfills such obligationtogether with the Rollover Fee and the New Debt Fee, the “Commitment Fees”). The Commitment Fees shall be deemed to be earned as of the Confirmation Date and shall be payable on the Effective Date; provided, however, that if cash on the balance sheet is less than $600 million as of the Effective Date (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment which amount is so received. The amount to be funded under this letter agreement may will be reduced by any cash payment of interest on CCH II Notes exchanged pursuant to the extent that Parent does not require the full amount Exchange, but will be net of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to ▇▇▇▇▇ Management Receivable (as defined herein), the Commitment Fees and the ▇▇▇▇▇ Fee Reimbursement (as defined herein)), then the Commitment Fees shall be payable at the end of the first calendar quarter in which cash on the balance sheet at the end of such quarter is at least $600 million (reduced by cash payment of interest as described above) net of the ▇▇▇▇▇ Management Receivable (if still outstanding). The Commitment Fees and the ▇▇▇▇▇ Fee Reimbursement shall be paid by Parent on the Closing Date under the Merger Agreementa pari passu basis.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject conditions of this Agreement (including without limitation Section 2.3 hereof), each Revolving Credit Bank severally and for itself alone agrees to make Advances of the Revolving Credit in any one or more of the Permitted Currencies to any of the Revolving Borrowers from time to time on any Business Day during the period from the Effective Date hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Bank's Revolving Credit Percentage of the Revolving Credit Aggregate Commitment. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Advances in Alternative Currencies shall be determined, denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth herein, that at or immediately prior advances, repayments and readvances may be made under the Revolving Credit. Advances of the Revolving Credit shall be subject to the Closingfollowing additional conditions and limitations: (a) A Permitted Borrower shall not be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder (x) until (i) with the approval of all Revolving Credit Banks, such Investor shall purchaseit has become a party to this Agreement either by execution and delivery of this Agreement, or cause an assignee permitted by execution and delivery of a Permitted Borrower Addendum to this Agreement, (ii) unless waived in writing by the terms Revolving Credit Banks, it has become a party to the applicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement to such Guaranty, (iii) if required by the Revolving Credit Banks, it has become a party to a Foreign Security Agreement, and (iv) unless waived in writing by the Revolving Credit Banks, Autocam has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the case may be, pursuant to a Pledge Agreement those shares of stock issued by such Permitted Borrower and owned (directly or indirectly by Autocam) which are required to be encumbered and/or delivered under Section 5 8.21 hereof, as applicable, and accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent and the Majority Banks hereunder; and (y) if it ceases to purchasebe, directly or indirectly, equity securities a 100% Subsidiary of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger AgreementAutocam.

Commitment. (a) At any time during the Funding Period at least two (2) Business Days prior to a proposed Funding Date (or, with respect to any Funding Date described in clause (iii) of the definition thereof in the Indenture, at least one (1) Business Day prior to each such Funding Date), to the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Note Balance, and subject to the terms and conditions hereof and in accordance with the other Transaction Documents, the Issuer may deliver to the Agent, on behalf of the Purchasers, a written request that the Purchasers purchase Additional Note Balances (each such request, a “Purchase Request”). Each Investor hereby commitsPurchase Request shall identify the proposed Funding Date, the Receivables Balance of the Receivables that will be sold and/or contributed to the Issuer on such Funding Date and the Cash Purchase Price thereof. On the identified Funding Date, the Committed Purchasers agree, severally and not jointly, on to purchase the respective relative percentage of the Additional Note Balances requested in the Purchase Request set forth opposite such Committed Purchaser’s name in Schedule A hereto, subject to the terms and subject to the conditions set forth herein, that at or immediately prior to the Closing, such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchase, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each Investor, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under the Merger Agreement to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance withreliance upon the covenants, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth herein and in the other Transaction Documents. (i) Except as otherwise provided in this Section 132.01(b), all purchases of Additional Note Balances under this Agreement shall be made by the Committed Purchasers simultaneously and proportionately based on each Committed Purchaser’s respective Commitment Interest, it being understood that no Committed Purchaser shall be responsible for any default by the other Committed Purchaser with respect to such other Committed Purchaser’s obligations to purchase an Additional Note Balance requested hereunder. The Commitment of any Committed Purchaser shall not be enforced as a result of the default by the other Committed Purchaser in that other Committed Purchaser’s obligation to purchase an Additional Note Balance requested hereunder and any amounts paid in connection with the obligation to purchase shall be refunded with no penalty. No Committed Purchaser shall be obligated to purchase Additional Note Balances required to be made by it by the terms of this Agreement if the other Committed Purchaser fails to do so. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the parties hereto, the Issuer, the Agent and the Purchasers agree that the Agent may (but shall not be obligated to), and the Issuer and the Purchasers hereby irrevocably authorize the Agent to, fund, on behalf of the Purchasers, purchases of Additional Note Balances pursuant to this Section 2.01; provided, however, that the Agent shall in no event fund such action purchase of Additional Note Balances if the Agent shall reduce have determined pursuant to Section 3.01(b) that one or more of the amount conditions precedent contained in Section 3.01(a) will not be satisfied on the day of the proposed purchase of Additional Note Balances. If the Issuer gives a Purchase Request requesting a purchase of Additional Note Balances and the Agent elects not to fund such Investor’s Commitment or otherwise affect proposed purchase of Additional Note Balances on behalf of the obligations Purchasers, then promptly after receipt of the Purchase Request requesting such Investor under this letter agreement except purchase of Additional Note Balances, the Agent shall notify each Purchaser of the specifics contained in such Purchase Request and that it will not fund such Purchase Request on behalf of the Purchasers. If the Agent notifies the Purchasers that it will not fund a requested purchase of Additional Note Balances on behalf of the Purchasers, each Purchaser shall purchase its respective portion of the Additional Note Balance pursuant to Section 2.01(a), by remitting the required funds to the extent any Issuer pursuant to and in accordance with Section 3.01(c) hereto. If the Agent elects to fund a requested purchase of Additional Note Balances, the Agent will remit the required funds for such AffiliatePurchase Request to the Issuer pursuant to and in accordance with Section 3.01(c) hereto. (iii) If the Agent has notified the Purchasers that the Agent, Investor or other Person actually fulfills on behalf of the Purchasers, will fund a particular purchase of Additional Note Balances pursuant to Section 2.01(b)(ii), the Agent may assume that such obligation; providedPurchaser has made such amount available to the Agent on such day and the Agent, that (A) credit in its sole discretion, may, but shall not be given only on obligated to, cause a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The corresponding amount to be funded under this letter agreement may be reduced made available to the extent that Parent does Issuer on such day. If the Agent makes such corresponding amount available to the Issuer and such corresponding amount is not require in fact made available to the full Agent by such Purchaser, the Agent shall be entitled to recover such corresponding amount on demand from such Purchaser together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Reference Rate. During the period in which such Purchaser has not paid such corresponding amount to the Agent, notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, the amount so advanced by the Agent to the Issuer shall, for all purposes hereof, be a purchase of Additional Note Balances made by the Commitments Agent for its own account. Upon any such failure by a Purchaser to pay the amounts payable Agent, the Agent shall promptly thereafter notify the Issuer of such failure and the Issuer shall immediately pay such corresponding amount to the Agent for its own account. (iv) Nothing in this Section 2.01(b) shall be deemed to relieve any Committed Purchaser from its obligations to fulfill its Commitment hereunder or to prejudice any rights that the Agent or the Issuer may have against any Committed Purchaser as a result of any default by Parent such Committed Purchaser hereunder. (c) From time to time during the Funding Period, the Issuer may request the Initial Purchasers’ consent to add transactions to the definition of Securitization Trusts, and such additional transactions may be added to the definition of Securitization Trusts with the written consent of the Initial Purchasers (such consent at the Closing pursuant tosole discretion of each Initial Purchaser, as applicable). The Issuer understands and in accordance with, acknowledges that the Merger Agreement (Purchasers do not hereby commit to add any such transactions and any related fees, costs, agreement to do so is subject to completion by the Initial Purchasers of due diligence to their satisfaction regarding such transactions and expenses); provided, that any execution of such reduction additional documentation as the Initial Purchasers deem appropriate in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on the Closing Date under the Merger Agreementtheir sole discretion.

Commitment. Each Investor hereby commits, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein, that the EC Investor hereby commits and agrees that, at or immediately prior to the Closing, such Investor it shall purchase, or cause an assignee permitted by the terms of Section 5 to purchasepurchase of, directly or indirectlyindirectly through one or more intermediate entities, equity securities interests of Parent for cash with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate amount that is purchase price equal to the amount set forth opposite its name in the second column (Commitment) of Schedule A hereto US$105,047,887 (the maximum amount payable by each Investor, its “Commitment”) (such Commitment, and together with the maximum aggregate amount payable by the Investors pursuant to this letter agreement and commitments of the Other EC Investors pursuant to under the Other Equity Commitment Letters (as defined below), collectivelyLetters, the “CommitmentsAggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), which amount shall and this Letter may not be used solely for enforced against the purpose of fulfilling Parent’s obligation EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Merger Agreement to fundOther Equity Commitment Letters, together with the net proceeds of the Debt FinancingFinancing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Closing Effective Time pursuant to, and in accordance with, to Article 2 of the Merger Agreement, including fees, costs and expenses required Agreement in connection with the consummation of the Transactions, to be paid at including the ClosingMerger, on upon the terms and subject to the conditions set forth in of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the “Merger ConsiderationClosing Payments”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant . Subject to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations terms and warranties conditions set forth in Section 13; providedthis Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that no is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such action shall reduce person at or prior to the Closing for the purpose of funding the Closing Payments. If (and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of such Investor’s the Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced by Parent in accordance with the Interim Investors Agreement, but only to the extent that Parent does not require the full amount of the Commitments has sufficient funds to pay the amounts payable Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by Parent at the Closing pursuant to, and EC Investor in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the exchange for payment of the amounts required to Commitment shall be paid by Parent on determined in accordance with the Closing Date under the Merger Interim Investors Agreement.

Commitment. Each Investor hereby commitsof Platinum Equity Capital Partners IV, L.P., a Delaware limited partnership, and Platinum Equity Capital Partners V, L.P., a Delaware limited partnership (each a “Sponsor” and, together, the “Sponsors”), severally and not jointly, hereby commits to contribute to Parent or its Affiliates, directly or indirectly through one or more intermediaries, at the Closing and on the terms and subject to the conditions set forth hereincontained herein and in the Merger Agreement, in cash in immediately available funds, their Pro Rata Portion (as defined below) of an aggregate amount in U.S. dollars that at or immediately prior is equal to $950,000,000 (the Closingamount of such Sponsor’s Pro Rata Portion being such Sponsor’s “Commitment”), such Investor shall purchase, or cause an assignee permitted by the terms of Section 5 to purchasein exchange, directly or indirectly, for equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite or its name in the second column (Commitment) of Schedule A hereto (the maximum amount payable by each InvestorAffiliates, its “Commitment”, and the maximum aggregate amount payable by the Investors pursuant to this letter agreement and the Other Investors pursuant to the Other Equity Commitment Letters (as defined below), collectively, the “Commitments”), which amount shall be used solely for the purpose of fulfilling Parent’s obligation under funding, and to the Merger Agreement extent necessary to fund, together with the net proceeds of the Debt Financing, the amounts required to be paid by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, including fees, costs and expenses required in connection with the consummation of the Transactions, to be paid at the Closing, on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Merger Consideration”); provided, that, Parent’s obligation to fund the amounts required to be paid by Parent at the Closing shall not be conditioned on the availability of any cash of the Company, and the Commitments, together with the Debt Financing, shall be sufficient to fund all amounts required to be paid by Parent at the Closing pursuant to the Merger Agreement; provided, further, that no Investor shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors so long as the entity(ies) funding the Commitment is able to make the representations and warranties set forth in Section 13; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement except to the extent any such Affiliate, Investor or other Person actually fulfills such obligation; provided, that (A) credit shall be given only on a dollar-for-dollar basis for amounts in cash actually and irrevocably received by Parent, and (B) the Investor shall remain primarily liable hereunder unless and until the entire Commitment amount is so received. The amount to be funded under this letter agreement may be reduced to the extent that Parent does not require the full amount of the Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs, and expenses); provided, that any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors; provided, further that any such reduction shall only occur simultaneously with the consummation of the Closing to the extent that Purchaser does not require the full amount of the Commitments in respect of the payment of the amounts required to be paid by Parent on in connection with the consummation of the Closing Date under pursuant to Sections 2.8(n) (Payment Procedures), 2.9(b) (Payment Fund) and 6.16 (Company Payoff Indebtedness) of the Merger Agreement, together with related fees, costs and expenses required to be paid by Parent, Merger Sub or the Surviving Company in connection with the transactions contemplated by the Merger Agreement (together, the “Closing Payments”). Furthermore (a) in the event a Sponsor assigns a portion of its Commitment to one or more Permitted Assignees in accordance with Section 7 (No Assignment) hereof, the amount required to be funded by the Sponsor will be reduced on a dollar-for-dollar basis by the portion of such Sponsor’s Commitment pursuant to this letter actually funded by such Permitted Assignee in cash to Parent at the Closing; and (b) the Commitment may be reduced by Parent in an amount specified by Parent solely to the extent that, after giving effect to such reduction, and by reason of Parent having obtained funds from other sources, Parent is able to fund all of the Closing Payments required by it pursuant to, and consummate the transactions contemplated by, the Merger Agreement in accordance with the terms thereof. The term “Pro Rata Portion” means (A) with respect to Platinum Equity Capital Partners IV, L.P., 31.58% and (B) with respect to Platinum Equity Capital Partners V, L.P., 68.42%.