Common use of Equity Commitment Letter Clause in Contracts

Equity Commitment Letter. Parent has received and accepted, and has delivered to the Company, a true, correct and complete fully executed copy of the Equity Commitment Letter from the Sponsor to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (being referred to as the “Equity Financing”). As of the date hereof, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has not been amended, supplemented or otherwise modified in any respect, no amendment, supplement or modification is contemplated and the commitments thereunder have not been withdrawn, terminated or rescinded in any respect. No event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent, or any other parties thereto under any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor will be unable to satisfy any term or condition set forth in the Equity Commitment Letter at or prior to the Closing, or that any portion of the Equity Financing to be made thereunder will otherwise not be available to consummate the Merger and the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to the terms of the Equity Commitment Letter are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financing.

Equity Commitment Letter. Parent has received and accepted, and (a) ▇▇▇▇▇▇▇▇▇ has delivered to the Company, Purchasers a true, correct correct, and complete fully executed copy of the Equity Commitment Letter from the Sponsor to investLetter, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (being referred to as the “Equity Financing”). As which provides that each of the date hereof, the Purchasers is a third-party beneficiary thereof entitled to specific performance in accordance with its terms. The Equity Commitment Letter, in the form so delivered, is in full force and effect and Letter is a legal, valid and binding obligation of Ultimate Parent and the other parties theretoParent, except as such enforceability may be limited by bankruptcyapplicable Bankruptcy Law and principles of equity. As of the First Amendment Effective Date, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The the Equity Commitment Letter has not been amended, restated, supplemented or otherwise modified modified, or compliance with any of the terms thereof waived, and no such amendment, restatement, supplement, modification or waiver is contemplated. As of the First Amendment Effective Date, neither Dermavant nor Parent has any knowledge of any event that has occurred which (with or without notice or lapse of time, or both) would reasonably be expected to constitute a default or breach or a failure to satisfy a condition on the part of any party under the Equity Commitment Letter. Neither Dermavant nor Parent has any reason to believe that any of Dermavant, Parent, or Ultimate Parent will be unable to satisfy on a timely basis any term or condition of the funding of the equity financings set forth in the Equity Commitment Letter (the “Equity Financings”). As of the First Amendment Effective Date, there are no conditions or other contingencies related to funding of the full amount of the Equity Financings other than those expressly set forth in the Equity Commitment Letter delivered to the Purchasers prior to the execution and delivery of the First Amendment. There are not, and there are not contemplated to be, any side letters or other contracts or arrangements related to the Equity Financings that could reasonably be expected to adversely affect the timing, conditionality or availability of the funding of the Equity Financings, other than as expressly contained in the Equity Commitment Letter delivered to the Purchasers prior to the execution and delivery of the First Amendment. (b) Neither Dermavant nor Parent shall amend or consent to any waiver of any provision of the Equity Commitment Letter without the prior written consent of each Purchaser (such consent not to be unreasonably withheld, conditioned, or delayed), provided that in no event shall any such amendment or waiver (i) release or relieve (or have the effect of releasing or relieving) Ultimate Parent from its equity commitments thereunder or reduce the aggregate amount of such equity commitments, (ii) postpone or delay (or have the effect of postponing or delaying) any required funding date thereunder (as contemplated by the Equity Commitment Letter as executed on or about the First Amendment Effective Date), (iii) impose new or additional conditions or expand, amend or modify any of the conditions to the receipt of the Equity Financings in the Equity Commitment Letter, in each case of this clause (b)(iii), that would reasonably be expected to prevent, delay or impede the funding of the Equity Financings or make the timely funding of the Equity Financings less likely to occur, (iv) adversely impact the ability of Parent to enforce its rights against any party to the Equity Commitment Letter pursuant to the terms of the Equity Commitment Letter or (v) modify in any respectrespect the third party beneficiary and specific performance rights of the Purchasers under the Equity Commitment Letter, no amendmentin each case without the prior written consent of each Purchaser, supplement in its sole discretion. (c) Dermavant and Parent shall give each Purchaser prompt written notice (i) of any breach or modification is contemplated and the commitments thereunder have not been withdrawndefault (or any event, terminated fact or rescinded in any respect. No event has occurred circumstance that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute result in a default breach or breach default) by any party to the Equity Commitment Letter or definitive document with respect thereto, in each case, of which Dermavant or Parent becomes aware, (ii) if and when Dermavant or Parent becomes aware that any portion of the Equity Financings contemplated by the Equity Commitment Letter may not be available on the part terms and conditions contemplated by the Equity Commitment Letter, (iii) of the receipt by ▇▇▇▇▇▇▇▇▇, Parent, Ultimate Parent or any of their respective Affiliates of any written notice or other parties written communication from any Person with respect to any (1) actual or potential breach, default, termination or repudiation by any party to the Equity Commitment Letter or definitive document with respect thereto or (2) material dispute or disagreement between any of Dermavant, Parent, and Ultimate Parent with respect to Parent’s or Ultimate Parent’s obligation to fund the Equity Financings pursuant to the Equity Commitment Letter or any definitive document with respect thereto, (iv) if for any reason Dermavant or Parent believes that it will not be able to obtain any portion of the Equity Financings on the terms, in the manner and from Parent or Ultimate Parent contemplated by the Equity Commitment Letter or any definitive documents with respect thereto and (v) of any expiration or termination of the Equity Commitment Letter or any definitive document with respect thereto. (d) Each of Dermavant and Parent agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent and Ultimate Parent in doing, all things necessary, proper or advisable to arrange and obtain the Equity Financings when the proceeds thereof shall be required to fund the operations of Dermavant on the terms and conditions described in the Equity Commitment Letter as in effect as of the First Amendment Effective Date (as may be amended in accordance with the terms of this Section 5.21), including enforcement of its rights under any term or condition of the Equity Commitment Letter. Parent has no reason agrees to believe that Sponsor will be unable to satisfy contribute any term or condition set forth in the Equity Commitment Letter at or prior to the Closing, or that any portion net cash proceeds of the Equity Financing Financings to be made thereunder will otherwise not be available Dermavant as needed to consummate fund Dermavant’s operations; provided that Parent may retain cash proceeds needed to fund the Merger operations of Parent and the its other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to the terms of the Equity Commitment Letter are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financingsubsidiaries.

Equity Commitment Letter. As of the Agreement Date, Parent has received and accepted, and has delivered to the Company, a Company true, correct and complete fully executed copy copies of the executed Equity Commitment Letter Letter, dated as of the Agreement Date, from the Sponsor Sponsors (or the applicable Affiliates thereof party thereto), pursuant to which each of the Sponsors (or an Affiliate thereof party thereto) has committed to invest, subject to the respective terms and conditions therein, cash in the aggregate amount respective amounts set forth therein (being referred to as the “Equity Financing”). As of the date hereofAgreement Date, the Equity Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect and no such amendment or modification is contemplated. The Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties theretorespective Sponsor, and enforceable in accordance with its terms against Parent and such Sponsor (except as such to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar Laws affecting or relating to the enforcement of creditors’ rights generallygenerally or by general principles of equity). The Other than the Equity Commitment Letter, there are no engagement letters, side letters, contracts or other agreements or arrangements relating to the Equity Financing that would reasonably be expected to adversely affect or impair the conditionality, availability or amount of the Equity Financing other than as expressly set forth in the Equity Commitment Letter has not been amended, supplemented delivered to the Company on or otherwise modified in any respectprior to the date hereof. As of the Agreement Date, no amendment, supplement or modification is contemplated and the commitments thereunder have not been withdrawn, terminated or rescinded in any respect. No event has occurred thatwhich, with or without notice, lapse of time or both, (i) would or would reasonably be expected to constitute a material default or breach on the part of Parentthe Parent Parties or the Sponsors, (ii) would, or would reasonably be expected to, result in a failure of any other parties thereto condition to the full funding under the Equity Commitment Letter or (iii) would, or would reasonably be expected to, otherwise result in any portion of the Equity Financing to be unavailable on a timely basis, and in any event, not later than the Closing. As of the Agreement Date, no Parent Party has reason to believe that it will be unable to satisfy on a timely basis, and in any event, not later than the Closing Date, any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor will be unable to satisfy any term or condition set forth in the Equity Commitment Letter at or prior to the Closing, or that any portion of the Equity Financing required to be made thereunder will otherwise not be available to consummate the Merger and the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to the terms of the Equity Commitment Letter are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financingsatisfied by it.

Equity Commitment Letter. Prior to the execution of this Agreement, Buyer Parent has received and accepted, and has delivered to the Company, Seller Parent a true, correct true and complete fully copy of an executed copy commitment letter from the Persons party thereto as “Sponsors” (the “Funds”), dated as of even date herewith (the “Equity Commitment Letter” ), and pursuant to which the Funds have committed to provide an equity contribution to the Buyer Parent in connection with the Transactions in accordance with the terms of and subject to the conditions of the Equity Commitment Letter from the Sponsor to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein this Agreement (being referred to as the “Equity FinancingCommitment”). As of the date hereof, The aggregate net proceeds contemplated by the Equity Commitment LetterCommitment, when funded in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has not been amended, supplemented or otherwise modified in any respect, no amendment, supplement or modification is contemplated and the commitments thereunder have not been withdrawn, terminated or rescinded in any respect. No event has occurred that, accordance with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent, or any other parties thereto under any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor will be unable to satisfy any term or condition set forth in the Equity Commitment Letter at or prior to on the ClosingClosing Date, or that any portion of together with the Equity Financing to Buyer Parent’s existing unrestricted cash and cash equivalents, will be made thereunder will otherwise not be available sufficient for Buyer Parent to consummate the Merger and Transactions, including payment of the other Transactions at Aggregate Purchase Price on the time required pursuant to this AgreementClosing Date. The obligations to make of the Equity Financing available to Parent pursuant to the terms of Funds under the Equity Commitment Letter are not subject to any conditions precedent condition other than those expressly set forth in the Equity Commitment Letter. To the Knowledge of the Buyer Parent, there are no facts or other contingencies related circumstances existing or reasonably anticipated on the date of this Agreement that would reasonably be expected to (i) cause the Equity Commitment Letter to be ineffective or (ii) preclude in any material respect the satisfaction of the funding of the full amount of the Equity Financing, other than as expressly conditions set forth in the Equity Commitment Letter. As of the date of this Agreementhereof, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter is in full force and delivered effect, constitutes legally binding obligations of the parties thereto, enforceable against such parties in accordance with their terms, subject to (A) Laws of general application relating to bankruptcy, reorganization, insolvency and the relief of debtors, and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies, and has not been amended or otherwise modified. Buyer Parent is not and, to the Company prior Knowledge of the Buyer Parent, no other party to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financing.Equity

Equity Commitment Letter. Parent has received and accepted, and has delivered Subject to the Companyterms and conditions of this Agreement, each of Parent and Merger Sub will take (or cause to be taken) all actions and do (or cause to be done) all things necessary, proper and advisable to obtain the Equity Financing on the terms and conditions described in the Equity Commitment Letter, including by (A) maintaining in effect the Equity Commitment Letter in accordance with the terms and subject to the conditions thereof; (B) complying with its obligations under the Equity Commitment Letter; (C) satisfying on a truetimely basis the conditions to funding the Equity Financing in the Equity Commitment Letter, correct and complete fully executed copy if any, that are within its control; (D) consummating the Equity Financing at or prior to the Closing in the event that all conditions in Section 2 of the Equity Commitment Letter from have been satisfied, including causing the Sponsor Guarantors to invest, subject fund the Equity Financing at the Closing; (E) complying with its obligations pursuant to the terms and conditions therein, cash in the aggregate amount set forth therein (being referred to as the “Equity Financing”). As of the date hereof, the Equity Commitment Letter, ; and (F) in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has not been amended, supplemented or otherwise modified in any respect, no amendment, supplement or modification is contemplated and the commitments thereunder have not been withdrawn, terminated or rescinded in any respect. No event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent, or any other parties thereto under any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor will be unable to satisfy any term or condition set forth in the Equity Commitment Letter at or prior to the Closing, or that any portion of the Equity Financing to be made thereunder will otherwise not be available to consummate the Merger and the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to the terms of the Equity Commitment Letter are not subject to any all conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter have been satisfied, enforcing its rights, including by bringing a Legal Proceeding for specific performance to consummate the Equity Financing, subject to and delivered in accordance with the terms of this Agreement and the Equity Commitment Letter. Subject to the Company terms and conditions of this Agreement and the Equity Commitment Letter (including the prior satisfaction of the conditions to funding set forth in Section 2 of the date hereof. For the avoidance of doubtEquity Commitment Letter), it is not a condition expressly agreed that the Company will be entitled to (1) specific performance or other equitable relief to cause each of Parent and Merger Sub to perform any obligations required of it and to enforce its rights under the Closing under this Agreement for Parent Equity Commitment Letter to obtain cause the Equity Financing or any other financingto be funded; and (2) directly enforce the obligation to fund the Equity Financing in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter.

Equity Commitment Letter. Parent has received and accepted, and has delivered to the Company, a true, correct and complete fully executed copy of the Equity Commitment Letter from the Sponsor to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (being referred to as the “Equity Financing”). As of the date hereof, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has is terminated or the obligors thereunder contest the validity or enforceability thereof. Notwithstanding the foregoing, until the expiry of the applicable Clean-up Period, a breach of any representation or warranty in Article V or any covenant in Article VI or Article VII existing by reason of circumstances existing on the closing date of the relevant acquisition or Investment and relating solely to the business or operations of any member of the relevant target group which is the subject of such acquisition or Investment (or any obligation to procure or ensure in relation thereto) shall not been amended, supplemented constitute a Default or otherwise modified in any respect, no amendment, supplement or modification is contemplated Event of Default during the Clean-up Period if and for so long as the circumstances giving rise to such breach: (i) are capable of being cured during the Clean-Up Period and the commitments thereunder Parent and/or the Borrower are using reasonable efforts to cure such breach (it being understood for the avoidance of doubt that untrue disclosure or financial statements cannot be cured by amending, supplementing or restating such disclosure or financial statements); (ii) have not been withdrawnknowingly caused or approved by the Parent and/or the Borrower; and (iii) have not had, terminated or rescinded in any respect. No event has occurred that, with or without notice, lapse of time or both, and would or would not reasonably be expected to constitute have, a default Material Adverse Effect; provided that (x) the Parent or the Borrower shall give the Administrative Agent notice of such breach on upon obtaining knowledge thereof by Parent or any of its Subsidiaries and the part steps it is taking to cure such steps and (y) if the relevant circumstances are continuing at the end of Parentthe Clean-Up 167 Period, the Default or Event of Default, as applicable, shall be deemed to occur immediately at the end of the Clean-Up Period. Notwithstanding the foregoing, any Default or Event of Default arising from any failure to deliver a notice of Default with respect to any Default or Event of Default or any other parties thereto under information or documentation required to be delivered within a specified time period shall automatically be deemed cured and to be no longer continuing immediately upon either (i) the delivery of such notice, information or documentation, as applicable or (ii) in the case of a notice of Default with respect to any term Default or condition Event of Default, the cessation of the Equity Commitment Letterexistence of the underlying Default or Event of Default, so long as in each case at such time the Facilities have not been accelerated by the Lenders pursuant to Section 8.02; provided that the foregoing shall not be applicable with respect to any notice of Default or Event of Default if the Parent and/or the Borrower knowingly and willfully fails to give timely notice to the Administrative Agent and the Lenders of such Default or Event of Default required to be given under the Loan Documents. Parent has no reason Notwithstanding any other term of any Loan Document, the consummation of each of the proposed transaction components disclosed to believe that Sponsor will be unable the Administrative Agent with respect to satisfy Project Phoenix and Project ▇▇▇▇ shall not constitute a breach of any term representation and warranty or condition set forth undertaking in the Equity Commitment Letter at Loan Documents or prior to result in the Closing, occurrence of a Default or that any portion an Event of the Equity Financing to be made thereunder will otherwise not be available to consummate the Merger Default and the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to are hereby expressly permitted under the terms of the Equity Commitment Letter are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financingLoan Documents.

Equity Commitment Letter. Parent has received and accepted, and has delivered to the Company, Company a true, complete and correct and complete copy of the fully executed copy Equity Commitment Letter, dated as of the date hereof, by and among the Equity Investors, pursuant to which, upon the terms and subject to the conditions set forth therein, the Equity Investors have agreed to invest in Parent the amount set forth therein. The Equity Commitment Letter is in full force and effect and constitutes the valid, binding and enforceable obligation of the Equity Investors. The Equity Commitment Letter provides that the Company is an express, intended third-party beneficiary of the Equity Commitment Letter from and is entitled to enforce the Sponsor to invest, Equity Commitment Letter in accordance with its terms (subject to the terms and Enforceability Exceptions). No event has occurred that, with or without notice, lapse of time or both, would, or would reasonably be expected to, constitute a default or breach on the part of the Equity Investors pursuant to the Equity Commitment Letter. As of the date hereof, there are no conditions therein, cash in precedent or subsequent related to the aggregate funding of the full amount set forth therein (being referred to as of the “financing other than those contemplated by the Equity Financing”)Commitment Letter. As of the date hereof, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has not been amended, waived, supplemented or otherwise modified in any respectmanner, no amendment, supplement or modification is contemplated and the respective commitments thereunder contained therein have not been withdrawnterminated, terminated reduced, withdrawn or rescinded in any respectrespect by Parent or, to the knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the knowledge of Parent, any other party thereto. No As of the date hereof, Parent has no reason to believe that, the financing contemplated by the Equity Commitment Letter will not be available to Parent on the Closing Date. Parent is not in default or breach under the terms and conditions of the Equity Commitment Letter and no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent, or any other parties thereto under any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor will be unable a failure to satisfy any term or a condition set forth in the Equity Commitment Letter at or prior to the Closing, or that any portion of the Equity Financing to be made thereunder will otherwise not be available to consummate the Merger and the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to under the terms and conditions of the Equity Commitment Letter by Parent or, to the knowledge of Parent, any other party thereto. There are not subject to any conditions precedent no side letters, understandings or other contingencies related agreements or arrangements relating to the funding of the full amount of financing contemplated by the Equity FinancingCommitment Letter to which Parent or any of its Affiliates is a party, in addition to the Equity Commitment Letter, that could adversely affect such financing in any respect, other than as expressly those set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financing.

Equity Commitment Letter. (a) Parent has received and accepted, and has delivered to the Company, Company a true, complete and correct and complete fully executed copy of the fully executed equity commitment letter, together with all schedules, exhibits or annexes attached thereto (the “Equity Commitment Letter Letter”), dated as of the date of this Agreement, from Bayview MSR Opportunity Master Fund, L.P. (the Sponsor “Equity Investor”), pursuant to investwhich the Equity Investor has agreed, subject to upon the terms and subject only to the express conditions thereinthereof, cash to contribute or invest in the aggregate Parent Parties the amount set forth therein for purposes of funding the Payment Fund at the Closing (being referred to as collectively, the “Equity Financing”). As of the date hereofof this Agreement, the Equity Commitment Letter, Letter in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and delivered to the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter Company has not been amended, supplemented amended or otherwise modified in any respectmodified, no amendment, supplement such amendment or modification is contemplated and none of the obligations and commitments thereunder contained in such Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect. No event has occurred thatrespect and no such withdrawal, termination or rescission is contemplated. (b) The net proceeds of the Equity Financing, when funded in accordance with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent, or any other parties thereto under any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor , will be unable to satisfy any term or condition set forth be, in the Equity Commitment Letter at or prior aggregate, sufficient to make the Closing, or that any portion payment of the Equity Financing aggregate Merger Consideration and any other amounts required to be made thereunder will otherwise not be available to consummate paid by the Merger Parent Parties in connection with the consummation of the Transactions, including any fees and expenses payable by the other Transactions at the time required Parent Parties pursuant to this Agreement. The obligations Equity Investor has (and will have as of the Closing) sufficient available funds (including, in uncalled capital commitments, undrawn or unencumbered liquidity, available borrowings, readily available cash or otherwise) to make fund the Equity Financing available to Parent pursuant to the terms Financing. (c) As of the Equity Commitment Letter date hereof, there are not subject to any conditions precedent no side letters, understandings or other contingencies related agreements, contracts or arrangements of any kind (whether oral or written and whether or not legally binding), or commitments to the funding enter into any of the full foregoing, to which the Parent Parties, any of or the Equity Investor is a party that could affect the availability, conditionality, enforceability, termination or amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date of this Agreement. (d) As of the date hereof, the Equity Commitment Letter constitutes the legal, valid, binding and enforceable obligation of the Parent Parties and all the other parties thereto, subject to the Enforceability Exceptions, and is in full force and effect. For As of the avoidance date hereof, no event has occurred which (with or without notice, lapse of doubttime or both) could constitute a default, it is breach or failure to satisfy a condition by the Parent Parties or the Equity Investor under the terms and conditions of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing contemplated hereby being unavailable or delayed. Assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, as of the date hereof, Parent Parties do not have any reason to believe that any party to the Equity Commitment Letter will be unable to satisfy any term or condition of the Equity Commitment Letter required to be satisfied by it, that the conditions to the Equity Financing in the Equity Commitment Letter will not otherwise be satisfied or that the full amount of the Equity Financing will not be available on the Closing Date. The only conditions precedent or other contingencies related to the obligations of the Equity Investor to fund the full amount of the Equity Financing are those expressly set forth in the Equity Commitment Letter. In no event shall the receipt or availability of any funds or financing by or to the Parent Parties be a condition to the Closing under this Agreement for any of Parent to obtain the Equity Financing or any other financingParties’ obligations hereunder.

Equity Commitment Letter. (a) Concurrently with the execution of this MoU, Parent has received and accepted, and has delivered to the Company, Company a true, correct and complete copy of a fully executed copy equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter Letter”), from ▇▇▇▇▇ ▇▇▇▇▇ Fund XIV Global, L.P. (the Sponsor “Fund”) pursuant to which the Fund has committed to invest, subject or cause to be invested, the terms and conditions therein, cash in the aggregate amount amounts set forth therein for the purpose of financing the transactions contemplated by this MoU (being referred to as the “Equity Financing”). As of the date hereof, the The Equity Commitment Letter, in the form so delivered, Letter is in full force and effect and effect, is a the legal, valid and binding obligation of Parent and the other parties thereto. The Equity Commitment Letter is fully enforceable against Parent and the other parties thereto in accordance with its terms, except as such enforceability may be limited by bankruptcysubject to the General Enforceability Exceptions. As of the date of this MoU, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The the Equity Commitment Letter has not been amended, supplemented amended or otherwise modified in any respect, (and no amendment, supplement amendment or modification is contemplated contemplated) and the commitments thereunder and obligations contained therein have not been withdrawn, terminated withdrawn or rescinded in any respect. No There is no existing default or breach under, and no event has occurred thatwhich, with or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default or breach breach, in each case, on the part of Parent, Parent (or any other parties thereto party) under any term or condition of the Equity Commitment Letter. (b) The proceeds of the Equity Financing are, and at the Offer Acceptance Time will be, sufficient to allow Parent to make (or cause to be made) all payments that are required to be made by (or on behalf of) Parent in connection with the transactions contemplated by this MoU as of the Offer Acceptance Time (and all of its representatives’ fees and expenses incurred in connection with the transactions contemplated by this MoU). The Equity Commitment Letter provides, and will continue to provide, that the Company is an express third-party beneficiary thereof but solely to the extent provided therein. Neither Parent has no reason nor Purchaser is a party to believe that Sponsor will be unable any side letter or Contract relating to satisfy any term the commitments or condition obligations set forth in the Equity Commitment Letter at or prior to the Closing, or that any portion of the Equity Financing to be made thereunder will otherwise not be available to consummate the Merger and the other Transactions at the time required pursuant to this AgreementLetter. The obligations to make the Equity Financing available to Parent pursuant to the terms of the Equity Commitment Letter There are not subject to any no conditions precedent or other contingencies related to the funding of the full amount of investments contemplated in the Equity FinancingCommitment Letter, other than as expressly set forth in the Equity Commitment Letter. In no event shall the receipt by, Parent or any of its Affiliates any debt financing be a condition to Parent’s obligation to consummate the transactions contemplated hereunder. As of the date Offer Acceptance Time, and after giving effect to all of the transactions contemplated by this AgreementMoU, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For the avoidance and each of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financingits Subsidiaries will be Solvent.

Equity Commitment Letter. Parent has received and accepted, and has delivered In the event Buyer delivers a Closing Demand Notice pursuant to the Company, a true, correct and complete fully executed copy of the Equity Commitment Letter from the Sponsor Section 3.2 hereof: (a) Buyer shall use its reasonable best efforts to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (being referred to as the “Equity Financing”). As of the date hereof, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has not been amended, supplemented or otherwise modified in any respect, no amendment, supplement or modification is contemplated and the commitments thereunder have not been withdrawn, terminated or rescinded in any respect. No event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parenttake, or any other parties thereto under any term cause to be taken, all actions and to do, or condition of the Equity Commitment Letter. Parent has no reason cause to believe that Sponsor will be unable done, all things necessary, proper or advisable to satisfy any term or condition set forth in the Equity Commitment Letter arrange and consummate, at or prior to the Closing, the financing (the “Financing”) contemplated by an Equity Commitment Letter between One Equity Partners LLC, Seller, Stockholder, Parent and Buyer in the form previously agreed between the parties (the “Commitment Letter”) on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) satisfy on a timely basis all terms, covenants and conditions to obtaining the financing contemplated by the Commitment Letter; and (ii) seek to enforce its rights under the Commitment Letter. (b) Buyer shall give Seller prompt notice of any material adverse change with respect to the Financing. Without limiting the foregoing, Buyer agrees to notify Seller promptly, and in any event within two (2) business days, if at any time (i) the Commitment Letter shall expire or be terminated for any reason, (ii) any financing source that is a party to the Commitment Letter notifies Buyer that such source no longer intends to provide financing to Buyer on the terms set forth therein, or (iii) for any reason Buyer no longer believes in good faith that Buyer will be able to obtain all or any portion of the Equity Financing contemplated by the Commitment Letter on the terms described therein. Buyer will not, without the prior written consent of Seller, amend or alter, or agree to be made thereunder will otherwise not be available to consummate amend or alter, the Merger and Commitment Letter in any manner that would (i) expand or adversely amend the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant conditions to the terms of the Equity Commitment Letter are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly Financing set forth in the Equity Commitment Letter. As ; (ii) reasonably be expected to prevent or materially impair or delay the Closing; (iii) reduce the aggregate amount of Financing set forth in the Commitment Letter; or (iv) adversely impact the ability of Buyer or Seller to enforce their rights against the other parties to the Commitment Letter. (c) If any portion of the date Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter or the Commitment Letter shall be terminated or modified in a manner materially adverse to Buyer for any reason, Buyer shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated hereby (“Alternate Financing”) and to obtain, and, if obtained, will provide Seller with a copy of, a new financing commitment that provides for at least the same amount of financing as the Commitment Letter as originally issued, and on terms and conditions (including termination rights, funding conditions and other material terms) no less favorable to Buyer than those included in the Commitment Letter (the “New Commitment Letter”). In the event Alternate Financing is obtained and a New Commitment Letter is entered into, references in this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related Agreement to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For (including, for the avoidance of doubt, it is not a condition the references in this Section 9.8) shall be deemed to the Closing under this Agreement for Parent to obtain the Equity Financing or include any other financingNew Commitment Letter, as applicable.