Common use of Debt Financing Clause in Contracts

Debt Financing. The Company has delivered to A▇▇▇ a correct and complete copy of an executed “best efforts” financing letter (the “Financing Letter”) from J.▇. ▇▇▇▇▇▇ Securities Inc., JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. dated November 3, 2007 and as filed with the Bankruptcy Court on November 6, 2007 and as approved by the Bankruptcy Court on November 16, 2007 (on the terms indicated, the “Bank Financing” and, together with the GM Debt (as defined below), the “Debt Financing”). The Financing Letter is a legal, valid and binding obligation of the Company, and to the knowledge of the Company, the other parties thereto, and is in full force and effect. The Financing Letter has not been withdrawn, terminated or otherwise amended or modified in any respect and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Company under the Financing Letter. The Company has fully paid any and all fees required by the Financing Letter to be paid as of the date hereof.” (aa) The introductory paragraph to Section 4 of the EPCA is hereby amended to replace the word “Each” in the first sentence thereof with the words “Except as set forth in a disclosure letter delivered by the Investors to the Company on the Disclosure Letter Delivery Date (the “Investor Disclosure Letter”), each”. (bb) Section 5(a) of the EPCA is hereby amended by adding the word “Subsequent” immediately after the words “cause the” and the words “filing of the”. (cc) Section 5(b) of the EPCA is hereby amended by (i) replacing the words “shall authorize, execute, file with the Bankruptcy Court and seek confirmation of, a Plan (and a related disclosure statement (the “Disclosure Statement”))” with the words “has authorized, executed and filed with the Bankruptcy Court and shall seek confirmation of, the Plan”, (ii) replacing the words “each Investor, its Affiliates, shareholders, partners, directors, officers, employees and advisors from liability for participation in the transactions contemplated by the Original Agreement, this Agreement, the Preferred Term Sheet, the Original PSA and the Plan to the fullest extent permitted under applicable law” with the words “as contemplated in Section 9(a)(iv)”, (iii) replacing the words “, the Preferred Term Sheet and the Plan Terms,” and the words “, the Preferred Term Sheet and the Plan Terms” with the words “and the Preferred Term Sheet” and (iv) replacing the words “entry of an order by the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Approval Date”) and the effectiveness under the Securities Act of the Rights Offering Registration Statement” with the words “Subsequent Approval Date”. (dd) Section 5(d) of the EPCA is hereby amended by replacing the words “date the GM Settlement is agreed” with the words “Subsequent Approval Date” in the second sentence thereof. (ee) Section 5(i) of the EPCA are hereby amended by replacing the words “Disclosure Statement” with the word “Subsequent”. (ff) The introductory paragraph of Section 5(n) of the EPCA is hereby amended and restated in its entirety as follows:

Debt Financing. The Company (a) Parent has delivered to A▇▇▇ the Company a correct true, correct, and complete fully executed copy of an executed “best efforts” one or more commitment letters for the debt financing letter related to the Merger, dated as of the date of this Agreement, among the financial institutions and/or other Persons providing financing that are party thereto (the “Financing LetterLenders”) and Parent or one or more of its Affiliates (including all exhibits, schedules, and annexes thereto and the Fee Letter (as defined below and redacted in a manner as described below), as amended, modified, supplemented, extended, or replaced from J.▇. ▇▇▇▇▇▇ Securities Inc., JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. dated November 3, 2007 and as filed time to time in compliance with the Bankruptcy Court on November 6, 2007 and as approved by the Bankruptcy Court on November 16, 2007 (on the terms indicatedthis Agreement, the “Bank Financing” andCommitment Letter”). Pursuant to, together with and subject to the GM Debt terms and conditions of, the Commitment Letter, the Lenders have committed to lend the amounts set forth therein (the provision of such funds as defined below)set forth therein, the “Debt Financing”) for the purposes set forth in the Commitment Letter. Parent has also delivered to the Company a true, correct, and complete copy of each fee letter (which Commitment Letter and fee letter may be redacted as to fee amounts, pricing caps, “market flex” terms, and other similar economic terms so long as such redactions would not reduce the amount of the Debt Financing or adversely affect the conditionality, availability, enforceability, or termination of the Debt Financing) issued in connection with the Commitment Letter (collectively, the “Fee Letter”). (b) As of the date of this Agreement, the Commitment Letter has not been amended, restated, or otherwise modified prior to the execution and delivery of this Agreement, and no such amendment, restatement, or other modification is pending (other than, in each case, amendments or modifications to add lenders, arrangers, bookrunners, agents, managers, or other Debt Financing Sources in the manner contemplated by the Commitment Letter). The Financing As of the date of this Agreement, the respective commitments contained in the Commitment Letter have not been withdrawn, terminated, or rescinded (and to the Knowledge of Parent, no such withdrawal, termination or rescission is pending as of the date of this Agreement). As of the date of this Agreement, except for the Fee Letter and customary engagement letters with respect to the Debt Financing, there are no side letters or Contracts to which Parent or Merger Sub is a party related to the conditionality, funding, or consummation of the Debt Financing, other than as expressly set forth in the Commitment Letter delivered to the Company on or prior to the date hereof. As of the execution and delivery of this Agreement, the Commitment Letter is a in full force and effect and constitutes the legal, valid valid, and binding obligation of the CompanyParent, and and, to the knowledge Knowledge of the CompanyParent, the other parties thereto, enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except as such enforceability may be limited by the Enforceability Exceptions. As of the execution and is delivery of this Agreement, assuming the satisfaction or, to the extent permitted hereunder, waiver of the conditions set forth in full force Section 6.01 and effect. The Financing Letter has not been withdrawn, terminated or otherwise amended or modified in any respect and Section 6.02: (i) no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default or breach result in a failure to satisfy a condition precedent, in each case, on the part of Parent or its Affiliates, under any term or condition of the Company under Commitment Letter; and (ii) Parent does not have any reason to believe that any of the conditions to the funding of the Debt Financing Letterto be satisfied by it or any of its Affiliates will not be satisfied on or prior to the Closing Date or that any portion of the Debt Financing will not be available to Parent on or prior to the Closing Date. The Company Parent has fully paid any and or caused to be fully paid all commitment fees or other fees to the extent required by the Financing terms of the Commitment Letter to be paid as on or prior to the date of this Agreement in connection with the Debt Financing. There are no conditions precedent related to the funding of the date hereof.” (aa) The introductory paragraph Debt Financing pursuant to Section 4 of the EPCA is hereby amended to replace the word “Each” in the first sentence thereof with the words “Except Commitment Letter, other than as expressly set forth in a disclosure letter delivered by the Investors to the Company on the Disclosure Letter Delivery Date (the “Investor Disclosure Commitment Letter”), each”. (bb) Section 5(a) of the EPCA is hereby amended by adding the word “Subsequent” immediately after the words “cause the” and the words “filing of the”. (cc) Section 5(b) of the EPCA is hereby amended by (i) replacing the words “shall authorize, execute, file with the Bankruptcy Court and seek confirmation of, a Plan (and a related disclosure statement (the “Disclosure Statement”))” with the words “has authorized, executed and filed with the Bankruptcy Court and shall seek confirmation of, the Plan”, (ii) replacing the words “each Investor, its Affiliates, shareholders, partners, directors, officers, employees and advisors from liability for participation in the transactions contemplated by the Original Agreement, this Agreement, the Preferred Term Sheet, the Original PSA and the Plan to the fullest extent permitted under applicable law” with the words “as contemplated in Section 9(a)(iv)”, (iii) replacing the words “, the Preferred Term Sheet and the Plan Terms,” and the words “, the Preferred Term Sheet and the Plan Terms” with the words “and the Preferred Term Sheet” and (iv) replacing the words “entry of an order by the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Approval Date”) and the effectiveness under the Securities Act of the Rights Offering Registration Statement” with the words “Subsequent Approval Date”. (dd) Section 5(d) of the EPCA is hereby amended by replacing the words “date the GM Settlement is agreed” with the words “Subsequent Approval Date” in the second sentence thereof. (ee) Section 5(i) of the EPCA are hereby amended by replacing the words “Disclosure Statement” with the word “Subsequent”. (ff) The introductory paragraph of Section 5(n) of the EPCA is hereby amended and restated in its entirety as follows:

Debt Financing. The Company has delivered to AADAH a corr▇▇▇ a correct and complete copy of an executed “"best efforts” " financing letter (the “"Financing Letter”") from J.J.P. Morgan ▇. ▇▇▇▇▇▇▇▇▇ Securities Inc., JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. dated November 3, 2007 and as filed with the Bankruptcy Court on November 6, 2007 and as approved by the Bankruptcy Court on November 16, 2007 (on the terms indicated, the “"Bank Financing” " and, together with the GM Debt (as defined below), the “"Debt Financing”"). The Financing Letter is a legal, valid and binding obligation of the Company, and to the knowledge of the Company, the other parties thereto, and is in full force and effect. The Financing Letter has not been withdrawn, terminated or otherwise amended or modified in any respect and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Company under the Financing Letter. The Company has fully paid any and all fees required by the Financing Letter to be paid as of the date hereof.”" (aa) The introductory paragraph to Section 4 of the EPCA is hereby amended to replace the word “"Each” " in the first sentence thereof with the words “"Except as set forth in a disclosure letter delivered by the Investors to the Company on the Disclosure Letter Delivery Date (the “"Investor Disclosure Letter”"), each”". (bb) Section 5(a) of the EPCA is hereby amended by adding the word “"Subsequent” " immediately after the words “"cause the” " and the words “"filing of the”". (cc) Section 5(b) of the EPCA is hereby amended by (i) replacing the words “"shall authorize, execute, file with the Bankruptcy Court and seek confirmation of, a Plan (and a related disclosure statement (the “"Disclosure Statement”"))” " with the words “"has authorized, executed and filed with the Bankruptcy Court and shall seek confirmation of, the Plan”", (ii) replacing the words “"each Investor, its Affiliates, shareholders, partners, directors, officers, employees and advisors from liability for participation in the transactions contemplated by the Original Agreement, this Agreement, the Preferred Term Sheet, the Original PSA and the Plan to the fullest extent permitted under applicable law” " with the words “"as contemplated in Section 9(a)(iv)”", (iii) replacing the words “", the Preferred Term Sheet and the Plan Terms,” " and the words “", the Preferred Term Sheet and the Plan Terms” " with the words “"and the Preferred Term Sheet” " and (iv) replacing the words “"entry of an order by the Bankruptcy Court approving the Disclosure Statement (the “"Disclosure Statement Approval Date”") and the effectiveness under the Securities Act of the Rights Offering Registration Statement” " with the words “"Subsequent Approval Date”". (dd) Section 5(d) of the EPCA is hereby amended by replacing the words “date the GM Settlement is agreed” with the words “Subsequent Approval Date” in the second sentence thereof. (ee) Section 5(i) of the EPCA are hereby amended by replacing the words “Disclosure Statement” with the word “Subsequent”. (ff) The introductory paragraph of Section 5(n) of the EPCA is hereby amended and restated in its entirety as follows:

Debt Financing. (a) The Company has delivered to A▇▇▇ the Acquiror a true, complete and correct and complete copy of an the executed “best efforts” financing letter commitment letter, dated as of August 16, 2021 (including all exhibits, schedules and annexes thereto, and as amended, restated, supplemented, modified, assigned, waived or replaced from time to time after the date hereof in compliance with Section 8.5, the “Financing Debt Commitment Letter”) ), from J.Barclays Bank PLC, ▇. ▇▇▇▇▇▇ Securities ▇▇▇▇▇ Bank USA, BofA Securities, Inc., JPMorgan Chase Credit Suisse AG, Credit Suisse Loan Funding LLC, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc. and Mizuho Bank, N.A. and Citigroup Global Markets Inc. dated November 3, 2007 and as filed with the Bankruptcy Court on November 6, 2007 and as approved by the Bankruptcy Court on November 16, 2007 Ltd. (on the terms indicatedcollectively, the “Bank Financing” and, together with the GM Debt (as defined belowLenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to provide to Syniverse Holdings, Inc. (the “Company Debt Financing Subsidiary”) debt financing in the amounts set forth therein (the “Debt Financing”). The As of the date hereof, the Debt Commitment Letter has not been amended or modified, and the commitments contained therein have not been terminated, reduced, rescinded or withdrawn, and no such termination, reduction, rescission or withdrawal thereof is contemplated by the Company Debt Financing Subsidiary or, to the Knowledge of the Company, any other party thereto; provided that the existence or exercise of “market flex” provisions contained in the fee letter referenced in the Debt Commitment Letter (the “Fee Letter”), a redacted copy of which the Company has delivered to the Acquiror, shall not constitute an amendment, restatement, supplement, modification, assignment, waiver or replacement of the Debt Commitment Letter. As of the date hereof, the Debt Commitment Letter is a in full force and effect and constitutes the legal, valid and binding obligation obligations of the CompanyCompany Debt Financing Subsidiary and, and to the knowledge Knowledge of the Company, the other parties thereto, in each case, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally. As of the date hereof, there are no written agreements, side letters, understandings, contracts or arrangements of any kind relating to the Debt Financing (other than the Debt Commitment Letter and the Fee Letter) among the parties thereto. As of the date hereof, the Debt Financing is subject to no conditions precedent or other contractual contingencies, other than those expressly set forth in full force the Debt Commitment Letter and effectthe Fee Letter. The Financing Letter has not been withdrawnAs of the date hereof, terminated or otherwise amended or modified in any respect and to the Knowledge of the Company, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of by the Company Debt Financing Subsidiary or any other party thereto under the Financing Letter. The Company has fully paid any and all fees required by the Financing Letter to be paid as of the date hereof.” (aa) The introductory paragraph to Section 4 of the EPCA is hereby amended to replace the word “Each” in the first sentence thereof with the words “Except as set forth in a disclosure letter delivered by the Investors to the Company on the Disclosure Letter Delivery Date (the “Investor Disclosure Letter”), each”. (bb) Section 5(a) of the EPCA is hereby amended by adding the word “Subsequent” immediately after the words “cause the” and the words “filing of the”. (cc) Section 5(b) of the EPCA is hereby amended by (i) replacing the words “shall authorize, execute, file with the Bankruptcy Court and seek confirmation of, a Plan (and a related disclosure statement (the “Disclosure Statement”))” with the words “has authorized, executed and filed with the Bankruptcy Court and shall seek confirmation of, the Plan”, (ii) replacing the words “each Investor, its Affiliates, shareholders, partners, directors, officers, employees and advisors from liability for participation in the transactions contemplated by the Original Agreement, this Agreement, the Preferred Term Sheet, the Original PSA and the Plan to the fullest extent permitted under applicable law” with the words “as contemplated in Section 9(a)(iv)”, (iii) replacing the words “, the Preferred Term Sheet and the Plan Terms,” and the words “, the Preferred Term Sheet and the Plan Terms” with the words “and the Preferred Term Sheet” and (iv) replacing the words “entry of an order by the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Approval Date”) and the effectiveness under the Securities Act of the Rights Offering Registration Statement” with the words “Subsequent Approval Date”. (dd) Section 5(d) of the EPCA is hereby amended by replacing the words “date the GM Settlement is agreed” with the words “Subsequent Approval Date” in the second sentence thereof. (ee) Section 5(i) of the EPCA are hereby amended by replacing the words “Disclosure Statement” with the word “Subsequent”. (ff) The introductory paragraph of Section 5(n) of the EPCA is hereby amended and restated in its entirety as follows:

Debt Financing. The Company (a) Buyer has delivered to A▇▇▇ a correct Seller true, correct, and complete copy copies of an the executed “best efforts” commitment letter dated as of March 30, 2026, among Repay Holdings Corporation, Hawk Parent Holdings LLC as the borrower ("Borrower"), Truist Bank, and Truist Securities, Inc., and all related term sheets, exhibits, and engagement and fee letters (with only fee amounts, pricing caps, and other economic and "market flex" terms that are customarily redacted for transactions of this type redacted (none of which would adversely affect the amount or availability of the Debt Financing)), from the parties identified therein (the "Commitment Parties") committing, subject to (and only to) the terms and conditions expressly set forth therein, to provide debt financing to the Person(s) identified in such commitment letter (the “Financing Letter”) from J.▇. ▇▇▇▇▇▇ Securities Inc., JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. dated November 3, 2007 and as filed with the Bankruptcy Court on November 6, 2007 and as approved by the Bankruptcy Court on November 16, 2007 (on the terms indicated, the “Bank Financing” andsuch commitment letter, together with all term sheets, exhibits, and attachments thereto and the GM Debt (fee and engagement letters executed in connection therewith, in each case, as defined below)amended, restated, supplemented, modified, or replaced in compliance with this Agreement, the “"Debt Commitment Letter", and the debt financing committed pursuant to the Debt Commitment Letter, the "Debt Financing”"). The Financing Letter is a legal, valid and binding obligation . (b) As of the Companydate of this Agreement, (I) Buyer has not been notified that the Debt Commitment Letter has been withdrawn, terminated, rescinded, or repudiated; (II) the Debt Commitment Letter has not been amended, modified, or supplemented; and (III) no such withdrawal, termination, rescission, repudiation, amendment, modification or supplementation is contemplated by Buyer or, to the knowledge of Buyer, any other party thereto (other than any amendment, supplement, or modification to the CompanyDebt Commitment Letter solely to add additional lenders, arrangers, bookrunners, managers, or agents that have not executed the Debt Commitment Letter as of the date of this Agreement), and Buyer (or one or more of its Affiliates) has fully paid any and all commitment fees or other fees in connection with the Debt Financing that are required to be paid on or prior to the date hereof. Except for the fee letter(s) referenced in the Debt Commitment Letter, as of the date of this Agreement, there are no side letters or contracts to which Buyer or any of its Affiliates is a party related to the provision, funding, investing, availability, or conditionality, as applicable, of the Debt Financing other than as expressly set forth in the Debt Commitment Letter delivered to the Company Group on or prior to the date hereof. As of the date of this Agreement, (i) the Debt Commitment Letter is the legal, valid, binding, and enforceable obligation of Buyer and, to the knowledge of Buyer, each of the other parties thereto, in each case subject to customary enforceability exceptions and is assuming the due authorization, execution, delivery, and performance of the Debt Commitment Letter by the Financing Sources and (ii) assuming the accuracy of the representations and warranties of the Company Group set forth herein and the satisfaction or waiver of the conditions precedent to the Closing set forth in Section 7.1 and Section 7.2, Buyer has no reason to believe that, as of the date of this Agreement, (x) any conditions precedent to the Debt Financing required to be satisfied pursuant to the Debt Commitment Letter will not be satisfied on or prior to the Closing Date and (y) the amount of the Debt Financing available under the Debt Commitment Letter and necessary to fund the transactions contemplated by this Agreement will not be available to Buyer (or any of its Affiliates) on the Closing Date. As of the date of this Agreement, there are no conditions precedent related to the funding of the full force amount of the Debt Financing (including pursuant to any "market flex" provisions in the fee letter or otherwise), other than as expressly set forth in the Debt Commitment Letter delivered to Seller on the date hereof. As of the date of this Agreement, assuming the accuracy of the representations and effect. The Financing Letter has not been withdrawnwarranties of Seller set forth herein and the satisfaction or waiver of the conditions precedent to the Closing set forth in Section 7.1 and Section 7.2, terminated or otherwise amended or modified in any respect and no event has occurred which, with or without notice, lapse of time time, or both, would (or would reasonably be expected to) constitute a default or breach on the part of Buyer or, to the Company knowledge of Buyer, any other party thereto under the Debt Commitment Letter, in each case that would reasonably be expected to (A) result in the failure to satisfy (or materially delay, hinder, or impair the satisfaction of) any condition precedent to the funding of the Debt Financing Letter. The Company has fully paid any and all fees required by at the Closing or (B) give rise to a right on the part of the Financing Letter Sources to be paid as terminate any of their obligations to provide the full amount of the date hereofDebt Financing under the Debt Commitment Letter.” (aac) The introductory paragraph to Section 4 At the Closing, assuming consummation of the EPCA is hereby amended to replace the word “Each” Debt Financing in the first sentence thereof accordance with the words “Except as terms of the Debt Commitment Letter and satisfaction or waiver of the conditions set forth in a disclosure letter delivered by ARTICLE VII, upon arrangements pursuant to which the Investors Borrower will make the proceeds of the Debt Financing available to Buyer, Buyer shall have sufficient funds to permit Buyer to satisfy all of Buyer's obligations under this Agreement and consummate the transactions contemplated hereby on the terms and subject to the Company on conditions set forth herein, and to pay the Disclosure Letter Delivery Date (Purchase Price and all related fees and expenses. Notwithstanding anything to the “Investor Disclosure Letter”)contrary contained in this Agreement, each”. (bb) Section 5(a) ▇▇▇▇▇ affirms that it is not a condition to the Closing that Buyer obtain the Debt Financing or any other financing for or related to any of the EPCA is hereby amended by adding the word “Subsequent” immediately after the words “cause the” and the words “filing of the”. (cc) Section 5(b) of the EPCA is hereby amended by (i) replacing the words “shall authorize, execute, file with the Bankruptcy Court and seek confirmation of, a Plan (and a related disclosure statement (the “Disclosure Statement”))” with the words “has authorized, executed and filed with the Bankruptcy Court and shall seek confirmation of, the Plan”, (ii) replacing the words “each Investor, its Affiliates, shareholders, partners, directors, officers, employees and advisors from liability for participation in the transactions contemplated by the Original Agreement, this Agreement, the Preferred Term Sheet, the Original PSA and the Plan to the fullest extent permitted under applicable law” with the words “as contemplated in Section 9(a)(iv)”, (iii) replacing the words “, the Preferred Term Sheet and the Plan Terms,” and the words “, the Preferred Term Sheet and the Plan Terms” with the words “and the Preferred Term Sheet” and (iv) replacing the words “entry of an order by the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Approval Date”) and the effectiveness under the Securities Act of the Rights Offering Registration Statement” with the words “Subsequent Approval Date”. (dd) Section 5(d) of the EPCA is hereby amended by replacing the words “date the GM Settlement is agreed” with the words “Subsequent Approval Date” in the second sentence thereof. (ee) Section 5(i) of the EPCA are hereby amended by replacing the words “Disclosure Statement” with the word “Subsequent”. (ff) The introductory paragraph of Section 5(n) of the EPCA is hereby amended and restated in its entirety as follows: